NioCorp Developments (NB) Proxy filing summary

Executive summary

• Annual general meeting scheduled for March 20, 2025, to address key governance and business matters.

• Shareholders will vote on audited financials, election of seven directors, auditor appointment, and executive compensation.

• Proxy materials are distributed electronically, with options for shareholders to vote online, by phone, or by mail.

• Record date for voting is January 27, 2025; 44,010,799 common shares outstanding.

Voting matters and shareholder proposals

• Proposals include receiving audited financials, electing directors, appointing Deloitte as auditors, and a nonbinding say-on-pay vote.

• Shareholders may submit proposals for the next AGM by October 6, 2025, and director nominations by December 19, 2025.

• Majority voting policy requires directors not receiving majority support to tender resignations.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; Mark A. Smith serves as CEO and Chairman.

• Board committees include Audit, Compensation, Nominating, and Safety & Sustainability, each with defined charters.

• Lead Director role ensures independent oversight; board diversity considered but no formal policy.

• Board and committee performance reviewed annually; no term or age limits for directors.