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 and technical milestones, including raising over $370 million, securing $10 million in federal support, and advancing the Elk Creek Project toward construction.

• 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, amending the Long Term Incentive Plan, and extending the Shareholder Rights Plan.

• Proposals include a nonbinding say-on-pay vote and approval of amendments to the incentive plan and rights plan.

• Shareholder proposals and director nominations for future meetings are subject to specific deadlines and procedures.

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 and Sustainability, all with independent chairs.

• The board emphasizes diversity, annual self-assessments, and adherence to ethical conduct and insider trading policies.