Niocorp Developments Ltd

This proposal requests shareholder approval to fix the Board size at six directors for the next year. Management is asking for this ministerial change to reflect the Board’s current slate of nominees after deciding not to renominate one incumbent director, thereby simplifying the Board composition from seven to six members. Approving the resolution permits the Board to align governance, committee assignments and workload with the Company’s current stage of development and nominee availability without invoking more complex charter amendments. The Board frames the change as an ordinary resolution requiring a majority of votes cast and notes that this level of Board size is consistent with the Company’s needs for oversight as it advances project financing and pre-construction activities. Institutional investors and governance advisors will typically view a modest reduction in Board size as neutral-to-positive if it creates a cohesive and skilled Board; in this case the nominees include independent directors with audit, finance and industry expertise. Shareholders should consider whether the proposed Board size preserves sufficient independence and skill diversity to oversee evolving financing and construction risks tied to Elk Creek. The Board’s recommendation to vote FOR is supported by the Nominating Committee’s evaluation and by management’s view that the current slate delivers the necessary experience and independence while maintaining effective oversight. If approved, the change will take effect immediately and reduce the number of nominees to be elected at the meeting.

This non-binding advisory resolution asks shareholders to approve the named executive officer compensation disclosures as presented in the proxy materials. Management frames its pay framework as competitive, pay-for-performance oriented, and designed to attract and retain executives needed to advance the Elk Creek Project to feasibility, financing and construction. The disclosure indicates a mix of base salary and significant option-based incentives, including fully vested option grants in December 2024, reflecting the Company’s reliance on equity incentives given its development-stage profile and limited cash compensation. The Board and Compensation Committee stress subjective assessment of executive performance and the long-term alignment created by equity awards that vest over time; they also note the company’s recent financing activity and operational milestones as context for compensation choices. Institutional investors and proxy advisory firms typically evaluate say-on-pay on factors such as pay alignment with performance metrics, disclosure quality, and burn rate; the materials disclose the proposed LTIP share pool, historical burn rates, and rationale for future grants. Because the vote is advisory, management will review and consider the outcome in future compensation decisions, but it is not binding. Shareholders should weigh the Company’s stage, recent achievements (financings, technical progress), executive retention needs, and dilution impact when voting. A FOR vote indicates shareholder support for the board’s compensation approach and disclosures; a negative vote signals governance concerns that the Board would likely address in subsequent disclosure or plan changes.

This management proposal asks shareholders to approve a materially revised LTIP that replaces an evergreen share reserve with a finite pool of 11,300,000 Common Shares (subject to adjustment and share-counting rules). Management argues the changes will allow continued use of equity to attract, retain and incentivize employees and directors while improving predictability and oversight of dilution by setting a fixed cap. Key modifications include new share-counting rules (clarifying when shares are added back), a US$750,000 annual non-employee director compensation limit, updated amendment provisions aligned with Nasdaq rules, and clarifications enabling certain Nasdaq exemptions (including treatment of assumed awards in M&A). The proxy discloses the current overhang and burn rates, outstanding option totals, and the intended purpose of preserving equity-based incentives for long-term performance tied to project milestones; it also quantifies simple dilution metrics to assist shareholder assessment. From a governance perspective, establishing a finite pool can be welcomed by investors concerned about hidden dilution under evergreen plans, but investors will weigh the size of the requested pool (approx. 9% of outstanding shares at the record date) against expected grant practices and historical burn. Management retains substantial discretion over grants, vesting and performance conditions, which requires ongoing shareholder monitoring of grant practices and use of metrics. If approved, the plan will enable the company to continue annual and ad hoc grants intended to align management incentives with project delivery and financing milestones; shareholders should monitor future disclosures on grant recipients, vesting performance criteria and realized dilution. The Board recommends a FOR vote on the basis that equity compensation remains essential for a development-stage mining company with limited cash payroll and significant long-term value creation tied to project execution.

This proposal asks shareholders to approve the amended and restated Shareholder Rights Plan and extend its term to the Company’s 2027 annual meeting (5:00 p.m. Toronto time) unless previously redeemed or triggered. The Rights Plan is a defensive tool designed to deter hostile or partial take-over tactics (including creeping acquisitions over the 20% threshold) and to ensure equal treatment of shareholders by requiring certain takeover offers to meet specified conditions or allowing the Board time to solicit superior proposals. The proxy explains the Rights Plan is limited-duration and was not adopted in response to any specific bid, but the Board considers it prudent given the Company’s strategic value as a domestic critical minerals project and ongoing financing activities. The Amended Rights Plan Agreement includes customary mechanics (Separation Time triggers, Flip‑in adjustments, Permitted Bid and Lock‑Up rules, waiver and redemption provisions) consistent with Canadian takeover rules and tailored exemptions for institutional investment managers. Management’s recommendation cites the plan’s objectives: preserve shareholder value, encourage fair and transparent bidding processes, and provide the Board adequate time to consider unsolicited offers—particularly relevant given ongoing project financing negotiations and federal interactions described elsewhere in the proxy. Shareholders should weigh the reasonable defensive benefits against potential governance concerns (e.g., entrenchment risk), but the limited duration and stated Board discretion to waive or redeem the rights mitigate entrenchment criticisms. Approving the amendment will extend the protective framework during a period when the Company expects to finalize major financing and project development decisions; management recommends a FOR vote to preserve negotiation flexibility and shareholder equality in any potential control transaction.