NIOCORP DEVELOPMENTS LTD — Director's Dealing 2016

Oct 28, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: NIOCORP DEVELOPMENTS LTD (NIOBF)
CIK: 0001512228
Period of Report: 2016-10-28

Reporting Person: Smith Mark A. (Director, President, CEO & Chairman)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	18049715	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$0.5729	2016-11-10	Common Shares (4132232)		Direct
Employee Stock Option (Right to Buy)	$0.6871	2017-12-21	Common Shares (300000)		Direct
Employee Stock Option (Right to Buy)	$0.4353	2016-01-20	Common Shares (750000)		Direct

Footnotes

F1: The warrants were initially purchased as part of a unit offering on 11/10/14. The warrants are governed by a Warrant Indenture dated November 10, 2014 as supplemented by a Supplemental Warrant Indenture on 5/17/16. The exercise price reported above was converted from the Canadian exercise price of $0.65 using an exchange rate of Cdn$1.1345=US$1.00 on 11/10/14.

F2: The exercise price reported above was converted from the Canadian exercise price of $0.80 using an exchange rate of Cdn$1.1643=US$1.00.

F3: The options vest as follows: 50% on 7/21/16; 25% on 1/21/17; and the remaining balance on 7/21/17.

F4: The exercise price reported above was converted from the Canadian exercise price of $0.62 using an exchange rate of Cdn$1.4243=US$1.00.