Niocorp Developments Ltd (NB)

[The_Gman]

Agreed! Press release: NioCorp Adopts Limited-Duration Shareholder Rights Plan

https://www.morningstar.com/news/accesswire/1105647msn/niocorp-adopts-limited-duration-shareholder-rights-plan
Provided by ACCESS Newswire Nov 21, 2025, 3:20:00 PM

Board acts to protect and maximize value for shareholders

CENTENNIAL, CO / ACCESS Newswire / November 21, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (Nasdaq:NB), a leading U.S. critical minerals developer, announced today that its board of directors (the "Board") has adopted a limited-duration shareholder rights plan (the "Plan") effective immediately.

The Board adopted the Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a "creeping take-over bid"). In respect of such transactions, the Plan is intended to, among other things:

encourage potential bidders to treat the Company's shareholders fairly and equally and preserve control premiums and value for shareholders; and

provide the Board and shareholders adequate time to appropriately respond on an informed basis.

The Plan was not adopted in response to any specific take-over bid or other proposal to acquire control of the Company, and the Company is not aware of any such pending or contemplated take-over bid or other proposal.

Pursuant to the Plan, one right (a "Right") will be issued in respect of each outstanding common share of the Company (a "Common Share") as of the close of business on the record date, being December 4, 2025. Thereafter, one Right will automatically attach to each new Common Share issued by the Company. Subject to the terms of the Plan, each Right will become exercisable if a person (the "Acquiring Person"), together with certain related persons (including persons "acting jointly or in concert" as defined in the Plan), acquires beneficial ownership of 20% or more of the outstanding Common Shares without complying with the permitted bid provisions of the Plan. In such circumstances, each Right will entitle the holder (other than the Acquiring Person) to purchase additional Common Shares at a discount to the then prevailing market price.

Under the Plan, a "Permitted Bid" is a take-over bid made in compliance with the Canadian take-over bid regime. Specifically, a Permitted Bid is a take-over bid that is made to all shareholders, that is open for 105 days (or such shorter period as is permitted under the Canadian take-over bid regime) and that contains certain conditions, including that no Common Shares will be taken up and paid for unless more than 50% of the Common Shares that are held by independent shareholders are tendered to the take-over bid.

The issuance of the Rights will not affect trading of the Common Shares, and no further action is required by shareholders. The Plan has a term of six months and will expire on May 21, 2026, or earlier as described in the agreement governing the Plan.

The Plan is contained in an agreement between the Company and Computershare Investor Services Inc., as rights agent, dated November 21, 2025. The full text of the Plan is available on the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. The summary of the Plan contained herein is qualified in its entirety by the full text of the Plan.