NIOCORP DEVELOPMENTS LTD. (the “Issuer”) Capitalized terms used in this Schedule “B” and defined in the Subscription Agreement to which this Schedule “B” is attached have the meanings defined in the Subscription Agreement unless otherwise defined herein. In connection with the purchase by the undersigned Subscriber of the Units, the Subscriber, on its own behalf or on behalf of each Disclosed Principal for whom the Subscriber is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants and certifies to the Issuer (and acknowledges that the Issuer and its counsel are relying thereon) that:
(a) the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person or is deemed to be purchasing as principal pursuant to NI 45-106;
(b) the Subscriber is an “accredited investor” within the meaning of NI 45-106 on the basis that the Subscriber fits within one of the categories of an “accredited investor” reproduced below beside which the Subscriber has indicated the undersigned belongs to such category;
(c) the Subscriber was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) below;
(d) if the Subscriber is an individual purchasing under category (j), (k) or (l) below, it has completed and signed Exhibit “A” attached hereto; and
(e) upon execution of this Schedule “B” by the Subscriber, this Schedule “B” shall be incorporated into and form a part of the Subscription Agreement to which this Schedule “B” is attached. (PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)
(a) (i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or
NIOCORP DEVELOPMENTS LTD a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”), - AND - COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)
NIOCORP DEVELOPMENTS LTD of Suite 115 – 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxx XX 00000, having a registered and records office at Suite 700 – 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (the Company)
NIOCORP DEVELOPMENTS LTD. By: Authorized Signatory Countersigned and Registered by: By: Authorized Signatory By: Authorized Signatory To: Computershare Trust Company of Canada FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to _____________________________________________________________________________(print name and address) the Warrants represented by this Warrants Certificate and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent. DATED this ____ day of_________________, 20____. SPACE FOR GUARANTEES OF SIGNATURES (BELOW) ) ) ) ) __________________________________ Signature of Transferor _________________________________ Guarantor’s Signature/Stamp ) ) ) __________________________________ Name of Transferor
NIOCORP DEVELOPMENTS LTD. Warrant Shares: [_________] Original Issue Date: [_________] THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time after the Initial Exercise Date (as defined below) and on or prior to the close of business on the 18-month anniversary of the Original Issue Date but not thereafter, to subscribe for and purchase from NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000 (the “Company”), up to [____________] common shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company, without par value (the “Common Shares”). The purchase price of one of the Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is subject to the following provisions:
NIOCORP DEVELOPMENTS LTD. By: /s/ Xxxx X. Xxxx
NIOCORP DEVELOPMENTS LTD a company incorporated under the laws of the Province of British Columbia and having its head office at 1000 Xxxx Xxxxxx Xxxxxx, Suite 1510, Vancouver, BC V6E 3S7 (the “Company”) AND: KMSMITH, LLC., a company incorporated under the laws of Delaware, USA and having an office in Highlands Ranch, Co, USA (the “Consultant”)
NIOCORP DEVELOPMENTS LTD. Per: /s/ [ILLEGIBLE] /s/ Cxxxx forward Authorized Signatory Cxxxx forward - CFO Per: /s/ Kxxxxxxx X. Xxxxx Kxxxxxxx X. Xxxxx, President and CEO The undersigned, Mxxx Xxxxx, hereby acknowledges and agrees to the terms of this Consulting Agreement and specifically to Article 9 as it applies to him in his personal capacity.
NIOCORP DEVELOPMENTS LTD. By: Authorized Signatory Countersigned and Registered by: By: Authorized Signatory By: Authorized Signatory To: Computershare Trust Company of Canada FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to _______________________________________________________________________________________________ _______________________________________________________________________________________________ (print name and address) the Warrants represented by this Warrants Certificate or DRS Advice Slip and hereby irrevocable constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Warrant Agent. The undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):
NIOCORP DEVELOPMENTS LTD a corporation incorporated under the laws of the Province of British Columbia By: Name: Title: a Delaware corporation By: Name: Title:
