NioCorp Developments (NB) Proxy filing summary

Executive summary

• The annual general meeting is scheduled for April 6, 2026, with key proposals including director elections, auditor appointment, executive compensation, amendments to the Long Term Incentive Plan, and extension of the Shareholder Rights Plan.

• 2025 marked significant progress in financing, government support, and technical milestones for the Elk Creek Project, resulting in a record cash balance and no debt.

• Priorities for 2026 include completing the updated Feasibility Study, finalizing project financing, securing offtake agreements, and commencing construction.

Voting matters and shareholder proposals

• Shareholders will vote on audited financials, setting the number of directors at six, electing directors, appointing Deloitte as auditors, approving executive compensation (say-on-pay), amending the Long Term Incentive Plan, and extending the Shareholder Rights Plan.

• Proposals include a finite share pool for the incentive plan and an extension of the Rights Plan to 2027.

Board of directors and corporate governance

• The board will consist of six directors, with a majority being independent; Mark A. Smith serves as Chairman and CEO, with Peter Oliver as Lead Director.

• Committees include Audit, Compensation, Nominating, and Safety & Sustainability, all with defined charters and independent membership.

• The board follows established governance guidelines, with annual self-assessments and a focus on diversity and ethical conduct.