S-8

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NIOCORP DEVELOPMENTS LTD.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of Incorporation or organization)	98-1262185 (I.R.S. Employer Identification No.)
7000 South Yosemite Street, Suite 115 Centennial, Colorado 80112 (Address of Principal Executive Offices)

NIOCORP DEVELOPMENTS LTD. 2016 INCENTIVE STOCK OPTION PLAN

(Full title of the plans)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company ¨
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered			Proposed Maximum Offering Price Per Share (US$)			Proposed Maximum Aggregate Offering Price (US$)		Amount of Registration Fee (US$)
Common shares without par value issuable pursuant to Options outstanding under the 2016 Incentive Stock Option Plan		12,175,000	(1)	$	0.526	(2)(3)	$	6,404,050	$	742.23
Common shares without par value issuable pursuant to Options available for grant under the 2016 Incentive Stock Option Plan		6,284,812	(4)	$	0.578	(2)(5)	$	3,632,621	$	421.02
Total		18,459,812			N/A		$	10,036,671	$	1,163.25

(1) Common Shares, without par value, available for issuance by the Corporation pursuant to Options granted and outstanding under the 2016 Incentive Stock Option Plan as of December 19, 2016.

(2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

(3) Calculated in accordance with Rule 457(h)(1) under the Securities Act based on the weighted average exercise price of unregistered Options granted and outstanding under the 2016 Incentive Stock Option Plan as of December 19, 2016 of C$0.705 converted into United States dollars based on the noon exchange rate as reported by the Bank of Canada on December 19, 2016 of C$1.00=U.S$0.74644.

(4) Common Shares, without par value, available for issuance by the Corporation pursuant to Options available for grant under the 2016 Incentive Stock Option Plan.

(5) The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) based on the average of the high and low bid prices ($0.588 and $0.568, respectively) for the Corporation’s Common Shares on December 16, 2016 as quoted on the OTCQX.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The information required by Item 1 is included in documents to be sent or given to participants in the NioCorp Developments Ltd. 2016 Incentive Stock Option Plan covered by this Registration Statement on Form S-8 pursuant to Rule 428(b)(1) of the United States Securities Act of 1933, as amended (the “Securities Act”).

Item 2. Registrant Information and Employee Plan Annual Information.

Each plan participant will be provided a written notice that the documents incorporated by reference in Item 3 of Part II of this Registration Statement on Form S-8 and other documents required to be delivered to employees pursuant to Rule 428(b) are available, without charge, upon written or oral request to the Registrant. Requests may be directed to the Registrant at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 or (720) 639-4647.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed or furnished by the Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration statement:

(a) the Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act as filed with the Commission on October 14, 2016, including the Registrant’s audited consolidated financial statements as at and for the years ended June 30, 2016 and 2015;

(b) all other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the prospectus incorporated by reference herein pursuant to (a) above; and

(c) the description of the Registrant’s common stock contained in its registration statement on Form 8-A filed on October 28, 2016, including any amendment or report filed for purposes of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The corporate laws of British Columbia allow us, and our corporate articles require us (subject to the provisions of the Business Corporations Act (British Columbia) noted below), to indemnify our Directors, former Directors, alternate Directors and their heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding if the eligible party has not been reimbursed for those expenses and is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding. Each Director and alternate Director is deemed to have contracted with the Company on the terms of the indemnity contained in our articles.

1

For the purposes of such an indemnification:

“eligible party”, in relation to the Company, means an individual who

(1) is or was a Director or officer of the Company,

(2) is or was a director or officer of another corporation

(i) at a time when the corporation is or was an affiliate of the Company, or

(ii) at the request of the Company, or

(3) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, except in the definition of “eligible proceeding” and certain other cases, the heirs and personal or other legal representatives of that individual;

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation: 

(1) is or may be joined as a party, or

(2) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

In addition, under the BCBCA, the Company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, provided that the Company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the restrictions noted below, the eligible party will repay the amounts advanced.

Notwithstanding the provisions of the Company’s articles noted above, the Company must not indemnify an eligible party or pay the expenses of an eligible party, if any of the following circumstances apply:

(1) if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(2) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

2

(3) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be;

(4) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

In addition, if an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation, the Company must not do either of the following:

(1) indemnify the eligible party under section 160 (a) in respect of the proceeding; or

(2) pay the expenses of the eligible party in respect of the proceeding.

Notwithstanding any of the foregoing, and whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA or the articles of the Company, on the application of the Company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

(1) order a company to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

(2) order a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

(3) order the enforcement of, or any payment under, an agreement of indemnification entered into by a company;

(4) order a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section;

(5) make any other order the court considers appropriate.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1	2016 Incentive Stock Option Plan as amended through December 19, 2016
4.2	Special Warrant Indenture in respect of 2014 Special Warrants (1)
4.3	Special Warrant Indenture in respect of 2015 Special Warrants (1)
4.4	Warrant Indenture in respect of the 2014 Warrants(1)
4.5	Warrant Indenture in respect of the 2015 Warrants(1)
5.1	Opinion of Miller Thompson LLP
23.1	Consent of Miller Thompson LLP (included in Exhibit 5.1)
23.2	Consent of BDO USA
23.3	Consent of Eric Larochelle, BEng (SMH Process Innovation)
23.4	Consent of Jeff Osborn, BEng Mining, MMSAQP (SRK Principal Consultant, Mining Engineer)
24.1	Power of Attorney (contained on the signature page of this registration statement)

(1) Previously filed as an exhibit to the Company’s draft registration statement on Form S-1 submitted to the Commission on July 27, 2016 and incorporated herein by reference.

3

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represents no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Littleton, State of Colorado, on this 22 day of December, 2016.

NIOCORP DEVELOPMENTS LTD.
/s/  Mark A. Smith
Name:	Mark A. Smith
Title:	President and Chief Executive Officer
	(Principal Executive Officer)

5

Power of Attorney

Each person whose signature appears below constitutes and appoints Mark A. Smith and Neal Shah, or either of them, as true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for them in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments and Registration Statements filed pursuant to Rule 462 and otherwise), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Mark A. Smith Mark A. Smith	President, Chief Executive Officer and Director (Principal Executive Officer and Authorized U.S. Representative) and Chairman of the Board of Directors	December 22, 2016
/s/ Neal Shah Neal Shah	Chief Financial Officer (Principal Financial and Accounting Officer)	December 22, 2016
/s/ Joseph A. Carrabba Joseph A. Carrabba	Director	December 22, 2016
/s/ Michael Morris Michael Morris	Director	December 22, 2016
/s/ David C. Beling David C. Beling	Director	December 22, 2016
/s/ Anna Castner Wightman Anna Castner Wightman	Director	December 22, 2016

6

EXHIBIT INDEX

Exhibit Number	Description
4.1	2016 Incentive Stock Option Plan as amended through December 19, 2016
4.2	Special Warrant Indenture in respect of 2014 Special Warrants (1)
4.3	Special Warrant Indenture in respect of 2015 Special Warrants (1)
4.4	Warrant Indenture in respect of the 2014 Warrants(1)
4.5	Warrant Indenture in respect of the 2015 Warrants(1)
5.1	Opinion of Miller Thompson LLP
23.1	Consent of Miller Thompson LLP (included in Exhibit 5.1)
23.2	Consent of BDO USA
23.3	Consent of Eric Larochelle, BEng (SMH Process Innovation)
23.4	Consent of Jeff Osborn, BEng Mining, MMSAQP (SRK Principal Consultant, Mining Engineer)
24.1	Power of Attorney (contained on the signature page of this registration statement)

(1) Previously filed as an exhibit to the Company’s draft registration statement on Form S-1 submitted to the Commission on July 27, 2016 and incorporated herein by reference.

7

EX-4.1

Exhibit 4.1 

NICOCORP DEVELOPMENTS LTD.
(the “Company”)

2016 INCENTIVE STOCK OPTION PLAN

1. Objectives

The Plan is intended as an incentive to enable the Company to:

(a) attract and retain qualified directors, officers, employees and consultants of the Company and its Affiliates,

(b) promote a proprietary interest in the Company and its Affiliates among its employees, officers, directors and consultants, and

(c) stimulate the active interest of such persons in the development and financial success of the Company and its Affiliates.

2. Definitions

As used in the Plan, the terms set forth below will have the following respective meanings:

“Affiliate” has the meaning ascribed thereto in the Securities Act, as amended from time to time;

“Associate” has the meaning ascribed thereto in the Securities Act, as amended from time to time;

“Board” means the board of directors of the Company;

“Committee” means the Compensation and Organization Committee of the Board;

“Consultant” has the meaning set forth in National Instrument 45-106, as amended or superseded from time to time;

“Company” means Nicocorp Developments Ltd., a company subsisting under the Business Corporations Act (British Columbia) and its successor corporations;

“Director” means a member of the Board;

“Employees” means an employee of the Company or any of its Affiliates and includes:

(a) an individual who is (or would be if he were employed in Canada) considered an employee of the Company or any of its Affiliates under the Income Tax Act (Canada);

(b) an individual who works full-time for the Company or any of its Affiliates providing services normally provided by an employee and who is subject to the same direction and control by the Company or such Affiliate over the details and methods of work as an employee of the Company or such Affiliate; and

(c) an individual who works for the Company or any of its Affiliates on a continuing and regular basis for a minimum amount of time per week or month providing services normally provided by an employee and who is subject to the same control and direction by the Company or such Affiliate over the details of work as an employee of the Company or such Affiliate;

“Insider” has the meaning ascribed thereto in the TSX Company Manual;

“Management Company Employee” means an Employee of a person providing management services to the Company or an Affiliate of the Company (not including promotional or investor relations services);

“Non-Employee Director” means a director of the Company or of an Affiliate of the Company who is not an Employee or an Officer;

“Officer” has the meaning ascribed thereto in the Securities Act;

“Option” means an option to purchase Shares granted under or subject to the terms of the Plan;

“Option Agreement” means a written agreement between the Company and an Optionee that sets forth the terms, conditions and limitations applicable to an Option;

“Option Period” means the period for which an Option is granted;

“Optioned Shares” means the Shares for which an Option is or may become exercisable;

“Optionee” means a person to whom an Option has been granted under the terms of the Plan or who holds an Option that is otherwise subject to the terms of the Plan;

“Plan” means this 2016 Incentive Stock Option Plan of the Company;

“Securities Act” means the Securities Act (British Columbia), R.S.B.C. 1996 c.418, as amended from time to time;

“Shares” means common shares without par value in the capital stock of the Company as the same are presently constituted; and

“TSX” means the Toronto Stock Exchange or any successor thereto.

3. Administration of the Plan

3.1 The Plan will be administered by the Committee, which will have the duties and responsibilities in respect thereof as set out in the Company’s Compensation and Organization Committee Charter. Notwithstanding the existence of any such Committee, the Board itself will retain independent and concurrent power to undertake any action hereunder delegated to the Committee, whether with respect to the Plan as a whole or with respect to individual Options granted or to be granted under the Plan.

3.2 Subject to the limitations of the Plan, the Board, based upon the recommendation(s) of the Committee, has full power to grant Options, to determine the terms, limitations, restrictions and conditions respecting such Options and to settle, execute and deliver Option Agreements and bind the Company accordingly, to interpret the Plan and to adopt such rules, regulations and guidelines for carrying out the Plan as it may deem necessary or proper and to reserve, allot, fix the price of, and issue Shares pursuant to the grant and exercise of Options, all of which powers must be exercised in the best interests of the Company and in keeping with the objectives of the Plan.

3.3 Any decision of the Board or Committee in the interpretation and administration of the Plan lies within its absolute discretion and is final, conclusive and binding on all parties concerned. No member of the Board or Committee is liable for anything done or omitted to be done by such member, by any other member of the Board or Committee or by any officer of the Company, in connection with the performance of any duties under the Plan, except those which arise from such member’s own wilful misconduct or as expressly provided by statute.

3.4 The Company will pay all administrative costs of the Plan.

4. Eligibility for Options

4.1 Options may be granted to Employees, Officers, Directors (including Non-Employee Directors), Management Company Employees, and Consultants of the Company and its Affiliates who are, in the opinion of the Committee, in a position to contribute to the success of the Company or any of its Affiliates or who, by virtue of their service to the Company or any predecessors thereof or to any of its Affiliates, are in the opinion of the Committee, worthy of special recognition. Except as may be otherwise set out in this Plan, the granting of Options is entirely discretionary. Nothing in this Plan will be deemed to give any person any right to participate in this Plan or to be granted an Option and the designation of any Optionee in any year or at any time will not require the designation of such person to receive an Option in any other year or at any other time. The Committee will consider such factors as it deems pertinent in selecting participants and in determining the amounts and terms of their respective Options for recommendation to the Board.

4.2 If an Optionee who is granted an Option is an Employee, Management Company Employee or Consultant of the Company or any of its Affiliates, the Option Agreement pertaining to such Option will contain a representation by the Optionee that the Optionee is a bona fide Employee, Management Company Employee or Consultant of the Company or its Affiliates.

4.3 Subject to:

(a) the acceptance of this Plan for filing by the TSX; and

(b) the approval of this Plan by the shareholders,

any options over securities of the Company previously granted by the Company which remain outstanding as at January 22, 2016, will be deemed to have been issued under and will be governed by the terms of the Plan provided that, in the event of inconsistency between the terms of the agreements governing such options previously granted and the terms of the Plan, the terms of such agreements will govern.

4.4 Subject to any applicable regulatory approvals, Options may also be granted under the Plan in exchange for outstanding options granted by the Company or any predecessor Company thereof or any Affiliate thereof, whether such outstanding options were granted under the Plan, under any other stock option plan of the Company or any predecessor Company or any Affiliate thereof, or under any stock option agreement with the Company or any predecessor Company or Affiliate thereof.

4.5 Subject to any applicable regulatory approvals, Options may also be granted under the Plan in substitution for outstanding options of one or more other companies in connection with a plan of arrangement or exchange, amalgamation, merger, consolidation, acquisition of property or shares, or other reorganization between or involving such other companies the Company or any of its Affiliates.

5. Number of Shares Reserved under the Plan

5.1 The number of Shares that may be reserved for issuance under the Plan is limited as follows:

(a) the maximum aggregate number of Shares which may be made issuable pursuant to the exercise of Options granted under the Plan at any particular time (together with those Shares which may be issued pursuant to any other security-based compensation plan of the Company or any other options for services granted by the Company at such time) will be a maximum of ten percent (10%) of the number of issued and outstanding Shares at such time, provided that if any Option subject to the Plan is exercised, forfeited, expires, is terminated or is cancelled for any reason whatsoever, then the Shares previously subject to such Option are automatically reloaded and available for future Option grants; and

(b) if and for so long as the Shares are listed on the TSX:

(i) the maximum aggregate number of Shares that may be reserved under the Plan or other share compensation arrangements of the Company for issuance to Insiders at any particular time will not exceed ten percent (10%) of the issued and outstanding number of Shares at such time; and

(ii) the number of Shares issued to Insiders pursuant to the Plan (together with any Shares issued to Insiders pursuant to any other share compensation arrangements of the Company) within a 12 month period will not exceed ten percent (10%) of the issued and outstanding number of Shares.

6. Number of Optioned Shares per Option

6.1 Subject always to the limitations in subsection 5.1, the number of Optioned Shares under an Option will be determined by the Committee, in its discretion, at the time such Option is granted, taking into consideration the Optionee’s present and potential contribution to the success of the Company and taking into account all other Options then held by such Optionee.

7. Price

7.1 The exercise price per Optioned Share under an Option will be determined by the Committee, in its discretion, at the time such Option is granted, but such price will be not less than the greater of:

(a) the closing price of the Shares on the TSX on the trading day immediately preceding the day on which the Option is granted (provided that if there are no trades on such day then the last closing price within the preceding ten trading days will be used, and if there are no trades within such ten-day period, then the simple average of the bid and ask prices on the trading day immediately preceding the day of grant will be used); and

(b) the volume weighted average trading price (calculated by dividing the total value by the total volume of Shares traded on the TSX during the relevant period) of the Shares on the TSX for the five trading days immediately prior to the date of grant.

The exercise price at which, and the number of optioned securities for which, an outstanding Option may be exercised following a subdivision or consolidation of the Shares will be subject to adjustment in accordance with section 11.

7.2 The exercise price per Optioned Share under an Option may be reduced at the discretion of the Committee if:

(a) at least six months has elapsed since the later of the date such Option was granted and the date the exercise price for such Option was last amended; and

(b) shareholder approval is obtained, including disinterested shareholder approval if required by the TSX, for any reduction in the exercise price under an Option;

provided that none of the conditions in this subsection 7.2 will apply in the case of an adjustment made under section 11.

8. Option Period and Exercise of Options

8.1 The Option Period for an Option will be determined by the Committee at the time the Option is granted and may be up to 10 years from the date the Option is granted. At the time an Option is granted, the Committee may determine that, with respect to that Option, upon the occurrence of one of the events described in subsection 10.1 there will come into force a time limit for exercise of such Option which is different than the Option Period, and in the event of such a determination, the Option Agreement for such Option will contain provisions which specify the events and time limits related to that determination. Subject to the applicable maximum Option Period provided for in this subsection 8.1 and subject to applicable regulatory requirements and approvals, the Committee may extend the Option Period of an outstanding Option beyond its original expiration date, provided that shareholder approval, including disinterested shareholder approval if required by the TSX, is obtained for any extension of the Option Period of an outstanding Option.

8.2 The Committee may determine when any Option will become exercisable and may determine that the Option will be exercisable in instalments.

8.3 If there is a takeover bid or tender offer made for all or any of the issued and outstanding Shares, then the Board may, in its sole and absolute discretion and if permitted by applicable legislation and the policies and rules of any stock exchange or regulatory body having jurisdiction over the securities of the Company, unilaterally determine that outstanding Options, whether fully vested and exercisable or subject to vesting provisions or other limitations on exercise, will be conditionally exercisable in full to enable the Optioned Shares subject to such Options to be conditionally issued and tendered to such bid or offer, subject to the conditions that if the bid or offer is not duly completed the exercise of such Options and the issue of such Shares will be rescinded and nullified and the Options, including any vesting provisions or other limitations on exercise which were in effect will be re-instated.

8.4 The vested portions of Options will be exercisable, in whole or in part, at any time after vesting. If an Option is exercised for fewer than all of the Optioned Shares for which the Option has then vested, the Option will remain in force and exercisable for the remaining Optioned Shares for which the Option has then vested, according to the terms of such Option.

8.5 The exercise of any Option will be contingent upon receipt by the Company of payment in full for the exercise price of the Shares being purchased in cash by way of certified cheque or bank draft. Neither an Optionee nor the legal representatives, legatees or distributees of such Optionee will be, or will be deemed to be, a holder of any Shares subject to an Option under the Plan unless and until:

(a) certificates for such Shares are issuable to the Optionee or such other persons pursuant to the Option or the Plan; or

(b) such Shares are registered in the name of the Optionee or such other persons pursuant to the Option or the Plan in accordance with any system of direct registration that may be adopted by the Company.

8.6 Notwithstanding the provisions of subsection 8.1 or the date of expiration of an Option determined in accordance with this Plan (“Fixed Term”), the date of expiration of an Option will be adjusted, without being subject to Board or Committee discretion, to take into account any blackout period imposed on the Optionee by the Company as follows:

(a) if the Fixed Term expiration date falls within a blackout period imposed on the Optionee by the Company, then the Fixed Term expiration date is extended to the close of business on the 10^th business day after the end of such blackout period (the “Blackout Expiration Term”); or

(b) if the Fixed Term expiration date falls within two business days after the end of a blackout period imposed on the Optionee by the Company, then the Fixed Term expiration date will be that date which is the Blackout Expiration Term reduced by that number of business days between the Fixed Term expiration date and the end of such blackout period (i.e. Options whose Fixed Term expires two business days after the end of the blackout period will only have an additional eight business days to exercise.)

9. Stock Option Agreement

9.1 Upon the grant of an Option to an Optionee, the Company and the Optionee will enter into an Option Agreement setting out the number of Optioned Shares subject to the Option, the Option Period and, if applicable, the vesting schedule for the Option, and incorporating the terms and conditions of the Plan and any other requirements of regulatory authorities and stock exchanges having jurisdiction over the securities of the Company, together with such other terms and conditions as the Committee may determine in accordance with the Plan.

10. Effect of Termination of Employment or Death

10.1 An outstanding Option will remain in full force and effect and exercisable according to its terms for the Option Period notwithstanding that the holder of such Option ceases to be an Employee, Officer, Director (including a Non-Employee Director), Management Company Employee, or Consultant of the Company or an Affiliate for any reason, including death, subject always to any express term in any Option Agreement made pursuant to subsection 8.1 which provides that upon the occurrence of one of such events there will come into force a time limit for exercise of such Option which is different than the Option Period. So long as the Shares are listed on the TSX (unless otherwise permitted by the TSX) the maximum period within which the heirs or administrators of a deceased Optionee may exercise any portion of an outstanding Option is one year from the date of death or the balance of the Option Period, whichever is earlier.

10.2 In the event of the death of an Optionee, an Option which remains exercisable may be exercised in accordance with its terms by the person or persons to whom such Optionee’s rights under the Option will have passed under the Optionee’s will or pursuant to law.

11. Adjustment in Shares Subject to the Plan

11.1 Following the date an Option is granted, the exercise price for and the number of Optioned Shares which are subject to an Option will be adjusted, with respect to the then unexercised portion thereof, by the Committee from time to time (on the basis of such advice as the Committee considers appropriate, including, if considered appropriate by the Committee, a certificate of the auditor of the Company) in the events and in accordance with the provisions and rules set out in this section 11, with the intent that the rights of Optionees under their Options are, to the extent possible, preserved notwithstanding the occurrence of such events. The Committee will conclusively determine any dispute that arises at any time with respect to any adjustment pursuant to such provisions and rules, and any such determination will be binding on the Company, the Optionee and all other affected parties.

11.2 The number of Optioned Shares to be issued on the exercise of an Option will be adjusted from time to time to account for each dividend of Shares (other than a dividend in lieu of cash dividends paid in the ordinary course), so that upon exercise of the Option for an Optioned Share the Optionee will receive, in addition to such Optioned Share, an additional number of Shares (“Additional Shares”), at no further cost, to adjust for each such dividend of Shares. The adjustment will take into account every dividend of Shares that occurs between the date of the grant of the Option and the date of exercise of the Option for such Optioned Share. If there has been more than one such dividend, the adjustment will also take into account that the dividends that are later in time would have been distributed not only on the Optioned Share had it been outstanding, but also on all Additional Shares which would have been outstanding as a result of previous dividends.

11.3 If the outstanding Shares are changed into or exchanged for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity, whether through an arrangement, amalgamation or other similar procedure or otherwise, or a share recapitalization, subdivision or consolidation, then on each exercise of the Option which occurs following such events, for each Optioned Share for which the Option is exercised, the Optionee will instead receive the number and kind of shares or other securities of the Company or other Company into which such Option Share would have been changed or for which such Option Share would have been exchanged if it had been outstanding on the date of such event.

11.4 If the outstanding Shares are changed into or exchanged for a different number or kind of shares or into or for other securities of the Company or securities of another Company or entity, in a manner other than as specified in subsections 11.2 or 11.3, then the Committee, in its sole discretion, may make such adjustment to the securities to be issued pursuant to any exercise of the Option and the exercise price to be paid for each such security following such event as the Committee in its sole and absolute discretion determines to be equitable to give effect to the principle described in subsection 11.1 and such adjustments will be effective and binding upon the Company and the Optionee for all purposes.

11.5 If the Company distributes, by way of a dividend or otherwise, to all or substantially all holders of Shares, property, evidences of indebtedness or shares or other securities of the Company (other than Shares) or rights, options or warrants to acquire Shares or securities convertible into or exchangeable for Shares or other securities or property of the Company, other than as a dividend in the ordinary course, then, if the Committee, in its sole discretion, determines that such action equitably requires an adjustment in the exercise price under any outstanding Option or in the number(s) of Optioned Shares subject to any such Option, or both, such adjustment may be made by the Committee and will be effective and binding on the Company and the Optionee for all purposes.

11.6 No adjustment or substitution provided for in this section 11 will require the Company to issue a fractional share in respect of any Option. Fractional shares will be eliminated.

11.7 The grant or existence of an Option will not in any way limit or restrict the right or power of the Company to effect adjustments, reclassifications, reorganizations, arrangements or changes of its capital or business structure, or to amalgamate, merge, consolidate, dissolve or liquidate, or to sell or transfer all or any part of its business or assets.

11.8 Any adjustment or substitution provided for in this section 11 will require the acceptance for filing thereof by the TSX.

12. Non-Assignability

12.1 Neither the Options nor the benefits and rights of any Optionee under any Option or under the Plan will be assignable or otherwise transferable, except as specifically provided in subsection 10.2 in the event of the death of the Optionee. During the lifetime of the Optionee, all such Options, benefits and rights may only be exercised by the Optionee.

13. Employment

13.1 Nothing contained in the Plan will confer upon any Optionee, or any person employing a Management Company Optionee, any right with respect to employment or continuance of employment with, or the provision of services to, the Company or any of its Affiliates, or interfere in any way with the right of the Company or any of its Affiliates to terminate the Optionee’s employment or the services of any such person at any time. Participation in the Plan by an Optionee is voluntary.

14. Regulatory Acceptances

14.1 The Plan is subject to the acceptance of the Plan for filing by the TSX, and the Committee is authorized to amend the Plan from time to time in order to comply with any changes required from time to time by such applicable regulatory authorities, whether as conditions to the acceptance for filing of the Plan or otherwise, provided that no such amendment will in any way derogate from the rights held by Optionees holding Options (vested or unvested) at the time thereof without the consent of such Optionees.

14.2 The obligation of the Company to issue and deliver Optioned Shares pursuant to the exercise of any Options granted under the Plan is subject to the acceptance of the Plan for filing by the TSX. If any Shares cannot be issued to any Optionee for any reason, including, without limitation, the failure to obtain such acceptance for filing, then the obligation of the Company to issue such Optioned Shares will terminate and any amounts paid to the Company for such Optioned Shares will be returned to the Optionee forthwith without interest or deduction.

15. Securities Regulation and Tax Withholding

15.1 Where necessary to enable the Company to use an exemption from requirements to register Optioned Shares or file a prospectus or use a registered dealer to distribute Optioned Shares under securities laws applicable to the securities of the Company in any jurisdiction, an Optionee, upon the acquisition of any Optioned Shares by the exercise of Options and as a condition to such exercise, will provide to the Committee such evidence as the Committee requires to demonstrate that the Optionee or recipient will acquire such Optioned Shares with investment intent (i.e. for investment purposes) and not with a view to their distribution, including an undertaking to that effect in a form acceptable to the Committee. The Committee may cause a legend or legends to be placed upon any certificates for the Optioned Shares to make appropriate reference to applicable resale restrictions, and the Optionee or recipient will be bound by such restrictions. The Committee also may take such other action or require such other action or agreement by such Optionee or proposed recipient as may from time to time be necessary to comply with applicable securities laws. This provision will in no way obligate the Company to undertake the registration or qualification of any Options or the Optioned Shares under any securities laws applicable to the securities of the Company.

15.2 The Committee and the Company may take all such measures as they deem appropriate to ensure that the Company’s obligations under the withholding provisions under income tax laws applicable to the Company and other provisions of applicable laws are satisfied with respect to the issuance of Shares pursuant to the Plan or the grant or exercise of Options under the Plan.

15.3 Without limiting the generality of subsection 15.2, the Company will have the right to deduct and withhold from any amount payable or consideration deliverable to an Optionee (a “Participant”), either under the Plan or otherwise, such amount or consideration as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the deduction, withholding or remittance of tax or any other required deductions or remittances with respect to awards hereunder (“Withholding Obligations”). The Company will also have the right in its discretion to satisfy any liability for any Withholding Obligations by withholding and selling, or causing a broker to sell, on behalf of any Participant, such number of Shares issued to the Participant pursuant to an exercise of Options hereunder as is sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker and other costs and expenses), or retaining any amount or consideration which would otherwise be paid, delivered or provided to the Participant hereunder. The Company may require a Participant, as a condition to granting an Option or the exercise of an Option, to make such arrangements as the Company may in its discretion require so that the Company can satisfy applicable Withholding Obligations, including, without limitation:

(a) requiring the Participant to remit the amount of any such Withholding Obligations to the Company in advance;

(b) requiring the Participant to indemnify and reimburse the Company for any such Withholding Obligations;

(c) withholding and selling Shares acquired by the Participant under the Plan, or causing a broker to sell such Shares on behalf of the Participant, withholding from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations, and remitting such amount directly to the Company; or

(d) any combination thereof.

15.4 Any Shares of a Participant that are sold by the Company, or by a broker engaged by the Company (the “Broker”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the exchange on which the Shares are then listed for trading, if any. In effecting the sale of any such Shares, the Company or the Broker will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such Shares including any loss relating to the manner or timing of such sales, the prices at which the Shares are sold or otherwise. In addition, neither the Company nor the Broker will be liable for any loss arising from a delay in transferring any Shares to a Participant. The sale price of Shares sold on behalf of Participants will fluctuate with the market price of the Company’s shares and no assurance can be given that any particular price will be received upon any such sale.

15.5 Issuance of Shares or delivery of share certificates for or direct registration of Shares purchased pursuant to the Plan may be delayed, at the discretion of the Committee, until the Committee is satisfied that the applicable requirements of income tax laws and other applicable laws have been met.

16. Amendment and Termination of Plan

16.1 Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including the TSX or any other stock exchange on which the Shares may be listed), the Board may, at any time, without further action or approval by the shareholders of the Company, amend the Plan, any Option or Option Agreement in such respects as it may consider advisable to:

(a) ensure that the Options granted hereunder will comply with any provisions respecting stock options in tax and other laws in force in any country or jurisdiction of which a Optionee to whom an Option has been granted may from time to time be resident or a citizen;

(b) make amendments of an administrative nature;

(c) correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Option or Option Agreement;

(d) change the vesting provisions of an Option or the Plan;

(e) change termination provisions of an Option provided that the expiry date does not extend beyond the original expiry date;

(f) add or modify a cashless exercise feature providing for payment in cash or securities upon the exercise of Options;

(g) make any amendments required to comply with applicable laws or the requirements of the TSX or any regulatory body or stock exchange with jurisdiction over the Company;

(h) add or change provisions relating to any form of financial assistance provided by the Company to participants under the Plan that would facilitate the purchase of securities under the Plan; and

provided that shareholder approval must be obtained for any amendment that results in:

(i) an increase in the Shares issuable under Options granted pursuant to the Plan;

(j) a change in the persons who qualify as participants eligible to participate under the Plan;

(k) a reduction in the exercise price of an Option;

(l) the cancellation and reissuance of any Option;

(m) the extension of the term of an Option;

(n) a change in the Insider participation limit contained in subsection 5.1(b);

(o) Options becoming transferable or assignable other than for the purposes described in section 10; and

(p) a change in the amendment provisions contained in this section 16.

16.2 No Shares will be issued under any amendment to this Plan unless and until the amended Plan has been accepted for filing by the TSX.

16.3 The Plan may be abandoned or terminated in whole or in part at any time by the Board, except with respect to any Option then outstanding under the Plan.

16.4 The Board may not, without the consent of the affected Optionee(s), alter or impair any of the rights or obligations under any Option then outstanding under the Plan.

17. No Representation or Warranty

17.1 The Company makes no representation or warranty as to the future market value of any Shares or Optioned Shares.

18. General Provisions

18.1 Nothing contained in the Plan will prevent the Company or any of its Affiliates from adopting or continuing in effect other compensation arrangements (subject to shareholder approval if such approval is required by TSX) and such arrangements may be either generally applicable or applicable only in specific cases.

18.2 The validity, construction and effect of the Plan, the grants of Options, the issue of Optioned Shares, any rules and regulations relating to the Plan any Option Agreement, and all determinations made and actions taken pursuant to the Plan, will be governed by and determined in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

18.3 If any provision of the Plan or any Option Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any person or Option, or would disqualify the Plan or any Option under any law deemed applicable by the Committee, such provision will be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Option, such provision will be stricken as to such jurisdiction, person, or Option and the remainder of the Plan and any such Option Agreement will remain in full force and effect.

18.4 Neither the Plan nor any Option will create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any of its Affiliates and an Optionee or any other person.

18.5 Headings are given to the sections of the Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

19. Term of the Plan

19.1 The Plan will be effective as of January 22, 2016, subject to its approval by the shareholders of the Company and acceptance for filing by the TSX pursuant to section 14.

19.2 The Plan will be effective until January 22, 2026 unless the Plan is earlier terminated by the Board pursuant to section 16, and no Option will be granted under the Plan after that date. Unless otherwise expressly provided in the Plan or in an applicable Option Agreement, the Option Period for any Option granted hereunder will, and any authority of the Board to amend, alter, adjust, suspend, discontinue or terminate any such Option or to waive any conditions or rights under any such Option will, continue after termination of the Plan on January 22, 2026 or any earlier termination date of the Plan, notwithstanding such termination.

Adopted by the Board
(subject to Shareholder and TSX approval):	January 22, 2016
Accepted for filing by the TSX:	February 23, 2016
Approved by the Shareholders:	February 23, 2016

NIOCORP DEVELOPMENTS LTD.
ADDENDUM TO 2016 INCENTIVE STOCK OPTION PLAN

This Addendum (the “Amendment”) to the 2016 Incentive Stock Option Plan (the “Plan”) of NioCorp Developments Ltd. (the “Company”) has been adopted and approved by the Board of Directors of the Company pursuant to Sections 16.1(a) and (g) of the Plan to comply with the requirements of United States securities and tax law in relation to the issuance of Options under the Plan. The terms of the Plan and any applicable Option agreement shall control, except as provided in this Addendum. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Grant of options to U.S. Employees

1. Options granted to U.S. residents under the Plan will be granted as nonqualified stock options.

Definitions

2. "Code" means the U.S. Internal Revenue Code of 1986, as amended.

3. The definition of “Consultant” as set forth in Article 2 of the Plan is limited to natural persons or entities solely owned by such natural persons, and the services rendered by such natural persons may not be in connection with the offer or sale of securities in a capital-raising transaction, and may not directly or indirectly promote or maintain a market for the registrant's securities.

State Attachment Provisions

4. Optionees who are residents of the State of California will be subject to the additional terms and conditions set forth in Attachment A to this Addendum.

Compliance with Applicable Law

5. The terms of this Addendum, the Plan (including any terms of the Plan that permit adjustments or modifications to the terms of the Plan or any Options), the Options, and any applicable Attachment to this Addendum for compliance with the laws of any state of the United States shall be interpreted and applied in a manner consistent with all United States applicable laws and regulations, including the requirements under Sections 409A and 424 of the Code and the regulations issued thereunder.

6. Section 4.4 of the Plan is subject to the following additional provision: “Provided that any Options granted in exchange for options held by US Persons shall be in a manner compliant with Section 409A of the Code.”

7. Section 4.5 of the Plan is subject to the following additional provision: “Provided that any Options granted in substitution for options held by US Persons shall be in a manner compliant with Section 409A of the Code.”

8. Section 7.2 is subject to the following additional provision: “Provided that any reduction in the exercise price per Optioned Shares under an Option shall be in a manner compliant with Section 409A of the Code.”

9. Section 8.1 is subject to the following additional provision: “Provided that no Option Period may be extended if such extension would violate Section 409A of the Code with respect to an Option held by a person resident in the United States or otherwise subject to the provisions of the Code.”

- 2 -

ATTACHMENT A
TO THE ADDENDUM TO THE 2016 STOCK OPTION PLAN
OF
NIOCORP DEVELOPMENTS LTD.
(For California Residents Only)

This Attachment A to the Addendum (the “Addendum”) of NioCorp Developments Ltd. 2016 Stock Option Plan (the “Plan”) shall have application only to Optionees who are residents of the State of California. Capitalized terms contained herein shall have the same meanings given to them in the Addendum or the Plan, unless otherwise provided in this Attachment. Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options granted to residents of the State of California, until such time as the Shares become a “listed security” under the U.S. Securities Act of 1933, as amended, or otherwise qualify for an exemption from the applicable provisions of the California Code:

1. The maximum number of Shares that may be allotted for issuance under the Addendum is 10,000,000. If Options are surrendered, terminated or expire without being exercised, new Options may be granted covering Shares not purchased under such lapsed Options.

2. The Option Price for Options granted to any person who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or its subsidiaries may not be reduced in accordance with Section 7.2 of the Plan.

3. Options shall be non-transferrable other than by will or the laws of descent and distribution. Notwithstanding the foregoing, and to the extent permitted by Section 422 of the U.S. Internal Revenue Code of 1986, the Plan Administrator, in its discretion, may permit distribution of an Option to an inter vivos or testamentary trust in which the Option is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the U.S. Securities Exchange Act of 1934, as amended.

4. Unless employment is terminated for cause, the right to exercise an Option in the event of termination of employment, to the extent that the Optionee is otherwise entitled to exercise an Option on the date employment terminates, shall be

(a) at least six months from the date of termination of employment if termination was caused by death or disability (as determined pursuant to Applicable Laws); and

(b) at least 30 days from the date of termination if termination of employment was caused by other than death or disability (as determined pursuant to Applicable Laws);

(c) but in no event later than the remaining term of the Option.

5. No Option may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Addendum by the Board and the date the Addendum is approved by the shareholders.

6. Any Option exercised before shareholder approval of this Addendum is obtained shall be rescinded if shareholder approval is not obtained within 12 months before or after the date of the first grant to a California resident. Such Shares shall not be counted in determining whether such approval is obtained.

7. No Option may have an exercise period longer than ten years from the date the Option is granted.

8. The Company shall provide annual financial statements of the Company to each California resident holding an outstanding Option under the Plan. Such financial statements need not be audited and need not be issued to key employees whose duties at the Company assure them access to equivalent information. This Section shall not apply if the Plan (including the Addendum) complies will all conditions of Rule 701 of the Securities Act of 1933, as amended.

- 2 -

EX-5.1

December 22, 2016

NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, Colorado, 80112

Dear Sirs/Mesdames:

Re: Registration Statement on Form S-8 of NioCorp Developments Ltd. (the “Company”)

We are Canadian counsel to the Company, a corporation incorporated under the British Columbia Business Corporations Act (the “BCBCA”). We are writing in reference to the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement (the “Registration Statement”) on Form S-8 under the United States Securities Act of 1933, as amended (the “Act”). We understand that the purpose of the Registration Statement is to register a total of 18,459,812 common shares without par value of the Company (the “Shares”), which are issuable pursuant to the exercise of stock options which have or may be granted under the Company’s 2016 incentive stock option plan, as amended and approved by the shareholders of the Company (the “Plan”).

All assumptions and statements of reliance herein have been made without any independent investigation or verification on our part except to the extent otherwise expressly stated, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.

For the purpose of giving this opinion we have:

(a) examined originals or photostatic or certified copies of such corporate records, contracts and instruments of the Company or other corporations, certificates, permits, licenses or orders of public officials, commissions, boards and governmental bodies and authorities, certificates of officers or representatives of the Company or other corporations and such other records, contracts and instruments, all as we believe necessary and relevant as the basis of the opinions set forth herein; and

(b) considered such questions of law and examined such statutes, regulations and orders, certificates and other documents and have made such other examinations, searches and investigations as we have considered necessary for the purpose of rendering this opinion.

In reviewing such documents, we have assumed the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals or certified copies and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles and the authenticity of all originals of such documents.

 

As to various questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the accuracy of, representations and warranties contained in documents and certificates and oral or written statements and other information of or from representatives of the Company and others and assume compliance on the part of all parties to the documents with their covenants and agreements contained therein. We also have assumed that any future changes to the terms and conditions of the Plan will be duly authorized by the Company and, if applicable, approved by the Company’s shareholders and accepted by the Toronto Stock Exchange and any other applicable regulatory authorities, and will comply with all applicable laws.

The opinions expressed in this letter are subject to the following exceptions and qualifications:

(a) we do not express any opinion with respect to the laws of any jurisdiction other than the Province of British Columbia and the federal laws of Canada specifically applicable therein; and

(b) our opinions are based on legislation and regulations in effect on the date hereof.

Based upon the foregoing and subject to the limitations, exceptions, qualifications and assumptions set forth herein, we are of the opinion that the Shares will, upon:

1. the grant of one or more options under the Plan, the conditional allotment and authorization for issuance of Shares underlying such options, and the fixing of an issue price for each such Share, all in accordance with the Plan and the BCBCA, by the Board of Directors of the Company; and

2. the due and valid exercise by the holder of each option and the receipt by the Company of payment in full for each such Share to be issued and the issuance of such Shares in accordance with the terms of a binding stock option agreement and the Plan;

be validly issued as fully paid and non-assessable common shares of the Company.

Consent is hereby given to the use of our name in the Registration Statement, and to the filing, as an exhibit to the Registration Statement, of this opinion. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

We express no opinion as to the effect of future laws or judicial decisions on the subject matter hereof, nor do we undertake any duty to modify this opinion to reflect subsequent facts or developments concerning the Company or developments in the law occurring after the date hereof.

Yours truly,

 

 

EX-23.2

Exhibit 23.2

	Tel: 509-747-8095	601 West Riverside Avenue
	Fax: 509-747-8415	Suite 900
	www.bdo.com	Spokane, WA 99201

Consent of Independent Registered Public Accounting Firm

NioCorp Developments, Ltd.

Denver, Colorado

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated September 1, 2016, relating to the consolidated financial statements of NioCorp Developments Ltd. appearing in the Company’s Annual Report on Form S-1 for the year ended June 30, 2016. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

BDO USA, LLP

Spokane, Washington

December 21, 2016

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

EX-23.3

Exhibit 23.3

CONSENT OF LAROCHELLE

The undersigned, Eric Larochelle, hereby states as follows:

I, Eric Larochelle, assisted with the preparation of the “Amended NI 43-101 Technical Report, Updated Preliminary Economic Assessment, Elk Creek Niobium Project” dated effective August 4, 2015 with an original report date of September 4, 2015 and an amended report date of October 16, 2015 (the “Technical Report”) portions of which are extracted or summarized (the “Summary Material”) in the Registrant’s prospectus filed pursuant to Rule 424 and incorporated by reference in this Registration Statement on Form S-8.

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the names of Roche Ltd. and SMH Process Innovation in the Form S-8 concerning the Technical Report.

Date: December 22, 2016	By:	/s/ Eric Larochelle
	Name: Eric Larochelle, B. Eng. Title: President, SMH Process Innovation

EX-23.4

Exhibit 23.4

CONSENT OF OSBORN

The undersigned, Jeff Osborn, hereby states as follows:

I, Jeff Osborn, assisted with the preparation of the “Amended NI 43-101 Technical Report, Updated Preliminary Economic Assessment, Elk Creek Niobium Project” dated effective August 4, 2015 with an original report date of September 4, 2015 and an amended report date of October 16, 2015 (the “Technical Report”) portions of which are extracted or summarized (the “Summary Material”) in the Registrant’s prospectus filed pursuant to Rule 424 and incorporated by reference in this Registration Statement on Form S-8.

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the names of SRK Consulting (U.S.), Inc. in the Form S-8 concerning the Technical Report.

Date: December 22, 2016	By:	/s/ Jeff Osborn
	Name: Jeff Osborn, BEng Mining, MMSAQP Title: Principal Consultant, SRK Consulting (U.S.), Inc.