NioCorp Developments (NB) Form 5 NIOCORP DEVELOPMENTS / Mark A. Smith ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Smith Mark A.

(Last) (First) (Middle)

C/O NIOCORP DEVELOPMENTS LTD.

7000 YOSEMITE STREETE, SUITE 115

(Street)

CENTENNIAL CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NIOCORP DEVELOPMENTS LTD [ NB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
08/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Shares							2,041,795(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)(2)	$10.1424(3)						12/17/2021	12/17/2024	Common Shares	65,000		65,000	D
Employee Stock Option (right to buy)(2)	$5.5933(4)						12/14/2020	12/14/2023	Common Shares	50,000		50,000	D
Employee Stock Option (right to buy)	$6.95						03/27/2023	03/27/2026	Common Shares	70,000		70,000	D

Explanation of Responses:

1. On March 17, 2023, the Issuer effected a 1-for-10 reverse stock split (the "Reverse Stock Split") of its common shares, without par value ("Common Shares"), with any fractional shares resulting from the Reverse Stock Split rounded down to the nearest whole share, resulting in a decrease in the Reporting Person's ownership by 18,376,163 Common Shares.

2. This option has been adjusted to reflect the Reverse Stock Split (in prior reports, this option was previously reported as covering a number of shares equal to this reported amount times 10 (and at an exercise price equal to this reported exercise price divided by 10)).

3. Option exercise price was converted from Canadian exercise price of C$13.60 using an exchange rate of C$1.3409=US$1.00 as reported by the Bank of Canada on August 10, 2023.

4. Option exercise price was converted from Canadian exercise price of C$7.50 using an exchange rate of C$1.3409=US$1.00 as reported by the Bank of Canada on August 10, 2023.

	/s/ Mark A. Smith	08/11/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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