What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-05-11 · 261 added, 1043 removed, 83 unchanged (94% of the section changed)

FINANCIAL STATEMENTS

Condensed consolidated balance sheets as of March 31, 2021 and June 30, 2020 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2021 and 2020 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended March 31, 2021 and 2020 (unaudited)

Condensed consolidated statements of shareholders’

equity for the three and nine months ended March 31, 2021 and 2020 (unaudited)

Condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2021 and 2020 (unaudited)

Condensed consolidated statements of cash flows for the three months ended September 30, 2021 and 2020 (unaudited)

Condensed consolidated statements of shareholders’ equity for the three months ended September 30, 2021 and 2020 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of U.S.

dollars, except share data)

Prepaid expenses and other

Total current assets

Investment in equity securities

Right of use assets

Mineral interests

Accounts payable and accrued liabilities

Related party loan

Convertible debt

Notes payable, current portion

Operating lease liability

Derivative liability, convertible debt

Total current liabilities

Convertible debt, net of current

Notes payable, net of current portion

Operating lease liability

Total liabilities

SHAREHOLDERS’

Common stock, unlimited shares authorized;

Developments Ltd.

Consolidated Balance Sheets

in thousands of U.S.

dollars, except share data) (unaudited)

expenses and other

current assets

in equity securities

and buildings, net

payable and accrued liabilities

lease liability

current liabilities

debt, net of current

lease liability

SHAREHOLDERS’

stock, unlimited shares authorized;

shares outstanding:

245,545,587 at March 31, 2021 and 235,925,684 at June 30, 2020

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total shareholder equity

Total liabilities and equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(expressed in thousands of

259,118,369 at September 30, 2021 and 256,379,931 at June 30, 2021

other comprehensive loss

shareholders’ equity

liabilities and equity

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

in thousands of U.S.

dollars, except share and per share data) (unaudited)

For the three months ended

For the nine months ended

three months ended

September 30,

Operating expenses

Employee related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

Loss on debt extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Interest expense

Other (Gain) loss on equity securities

Loss before income taxes

Income tax benefit

Other comprehensive loss:

Other comprehensive loss (gain):

Reporting currency translation

Total comprehensive loss

Loss per common share, basic and diluted

Weighted average common shares outstanding

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of U.S.

related costs

operating expenses

in financial instrument fair value

exchange loss (gain)

loss (gain) on equity securities

before income taxes

Other comprehensive

comprehensive loss:

currency translation

comprehensive loss

per common share, basic and diluted

average common shares outstanding

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

dollars) (unaudited)

For the nine months ended

CASH FLOWS FROM OPERATING ACTIVITIES

Total loss for the period

Non-cash elements included in net loss:

Change in financial instrument fair value

Unrealized (gain) loss on equity securities

Accretion of convertible debt

Noncash lease expense

Loss on debt extinguishment

Gain on debt forgiveness

Foreign exchange (gain) loss

Share-based compensation

Change in working capital items:

Prepaid expenses

Accounts payable and accrued liabilities

Net cash used in operating activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of capital stock

Loan repayments

Share issuance costs

Proceeds from debt issuance, net of expenses

Related party debt drawdown

Net cash provided by financing activities

Exchange rate effect on cash and cash equivalents

Change in cash and cash equivalents during period

Cash and cash equivalents, beginning of period

Cash and cash equivalent, end of period

Supplemental cash flow information:

Amounts paid for interest

Amounts paid for income taxes

Non-cash financing transactions

Conversion of accounts payable to convertible debt

Conversions of debt for common shares

Recognition of operating lease liabilities

Loan amounts forgiven

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

(expressed in thousands of U.S.

dollars, except for Common Shares outstanding) (unaudited)

For the nine months ended March 31, 2021 and 2020

Comprehensive

Balance, June 30, 2019

Debt conversions

Share-based payments

Reporting currency presentation

Loss for the period

Balance, March 31, 2020

Balance, June 30, 2020

Exercise of warrants

Exercise of options

Fair value of warrants granted

Debt conversions

Share issuance costs

Share-based payments

Reporting currency presentation

Loss for the period

Balance, March 31, 2021

For the three months ended March 31, 2021 and 2020

Comprehensive

Balance, December 31, 2019

Debt conversions

Share-based payments

Reporting currency presentation

Loss for the period

Balance, March 31, 2020

Balance, December 31, 2020

Exercise of warrants

Exercise of options

Fair value of warrants granted

Debt conversions

Share issuance costs

Share-based payments

Reporting currency presentation

the three months

ended September 30,

FLOWS FROM OPERATING ACTIVITIES

loss for the period

Balance, March 31, 2021

The accompanying notes are an integral

part of these condensed consolidated financial statements.

elements included in net loss:

in financial instrument fair value

loss (gain) on equity securities

of convertible debt

lease expense

exchange loss (gain)

in working capital items:

payable and accrued liabilities

cash used in operating activities

FLOWS FROM INVESTING ACTIVITIES

of land and buildings

cash used in financing activities

FLOWS FROM FINANCING ACTIVITIES

from issuance of capital stock

party debt repayments

cash provided by financing activities

rate effect on cash and cash equivalents

in cash and cash equivalents during period

and cash equivalents, beginning of period

and cash equivalent, end of period

cash flow information:

paid for interest

paid for income taxes

financing transactions

of debt for common shares

of operating lease liabilities

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

(“NioCorp”

or the “Company”) was incorporated on February 27, 1987, under the laws of

Consolidated Statements of Shareholders’ Equity

in thousands of U.S.

dollars, except for Common Shares outstanding) (unaudited)

the three months ended September 30, 2021 and 2020

Shares Outstanding

Other Comprehensive Loss

June 30, 2020

issuance costs

currency presentation

for the period

September 30, 2020

June 30, 2021

currency presentation

for the period

September 30, 2021

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

DESCRIPTION OF BUSINESS

Developments Ltd.

(“NioCorp” or the “Company”) was incorporated on February 27, 1987, under the laws of

the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development

of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek Project”)

located in southeastern Nebraska.

5 unchanged sentences

construction and commercial operation.

As further discussed in Note 3, the Company’s ability to continue as a going concern

is uncertain and is dependent upon obtaining sufficient financing, the generation of profits from mineral properties, and maintaining

continued support from its shareholders and creditors.

OF PREPARATION

of Preparation and Consolidation

BASIS OF PREPARATION

Basis of Preparation

and Consolidation

accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted

accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities

and Exchange Commission (“SEC”).

accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities

and Exchange Commission (“SEC”).

The interim condensed consolidated financial statements include the consolidated

4 unchanged sentences

the opinion of management, all adjustments considered necessary (including reclassifications and normal recurring adjustments)

to present fairly the financial position, results of operations, and cash flows at March 31, 2021, and for all periods presented,

to present fairly the financial position, results of operations, and cash flows at September 30, 2021, and for all periods presented,

have been included in these interim condensed consolidated financial statements.

6 unchanged sentences

indicative of results for the full year ending June 30, 2022, or future operating periods.

Accounting Standards

July 1, 2020, NioCorp adopted Accounting Standards Update 2018-13 - Fair Value Measurements (Topic 820):

Disclosure Framework

- Changes to the Disclosure Requirements for Fair Value Measurement.

This update modifies the disclosure requirements on fair

value measurements in Topic 820 and eliminates ‘at a minimum’

from the phrase ‘an entity shall disclose at a

minimum’

to promote the appropriate exercise of discretion by entities when considering fair value disclosures and to clarify

that materiality is an appropriate consideration.

The adoption of this standard had no impact on the consolidated financial statements.

fiscal year 2021 the Company combined the presentation of Additional Paid in Capital into the Common Stock line item in Shareholders’

Equity on the consolidated balance sheets.

This presentation change was made as the Company’s common shares are issued at

no par value (“Common Shares”), and the fiscal year 2020 presentations were changed to conform with the current period

presentation.

Recent Accounting

December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2019-12, “Income

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes” (“ASU 2019-12”).

ASU 2019-12 removes certain

exceptions to the general principles in ASC Topic 740.

ASU 2019-12 is effective for public entities for fiscal years beginning

after December 15, 2020, with early adoption permitted.

The Company adopted ASU 2019-12 on July 1, 2021, with no material effect

on the Company’ s current financial position, results of operations or financial statement disclosures.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

and Not Effective

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board that are adopted by the Company

as of the specified effective date.

Unless otherwise discussed, management believes that the impact of recently issued standards

did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting

for convertible instruments.

ASU 2020-06 removes certain accounting models which separate the embedded conversion features from

the host contract for convertible instruments.

Either a modified retrospective method of transition or a fully retrospective method

of transition is permissible for the adoption of this standard.

ASU 2020-06 is effective for fiscal years beginning after December

15, 2021, including interim periods within those fiscal years.

The Company is currently evaluating the potential impact of the

new guidance on our financial statements.

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective

Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a

material impact on the Company’s consolidated financial statements upon adoption.

Use of Estimates

preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions

5 unchanged sentences

to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources.

actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent

there are material differences between estimates and the actual results, future results of operations will be affected.

CONCERN ISSUES

Company incurred a loss of $3,147 for the nine months ended March 31, 2021 (2020 - $3,343) and had an accumulated deficit of $97,833

as of March 31, 2021.

As an exploration stage entity, the Company has not yet commenced its mining operations and accordingly

does not generate any revenue.

The Company’s ability to continue operations and fund its expenditures, which have historically

averaged $700 to $850 per quarter, is dependent on management’s ability to secure additional financing.

As of March 31, 2021,

the Company had cash of $8,626 which, after consideration of the purchase of land and the private placement funding disclosed in

Note 12, may not be sufficient to fund normal operations and meet debt obligations for the next twelve months without deferring

payment on certain current liabilities and raising additional funds.

Management is actively pursuing additional sources of financing,

and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

Company has approximately $700 available on its non-revolving credit facility agreement with a related party (refer to Note 8),

however, the Company did not have any further funding commitments or arrangements for additional financing as of March 31, 2021.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities

in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

GOING CONCERN ISSUES

Company incurred a loss of $ 1,960 for the three months ended September 30, 2021 (2020 - $ 1,053 ) and had an accumulated deficit

of $ 101,036 as of September 30, 2021.

As an exploration stage entity, the Company has not yet commenced its mining operations

and accordingly does not generate any revenue.

As of September 30, 2021, the Company had cash of $ 5,868 , which may not be sufficient

to fund normal operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities

and raising additional funds.

In addition, the Company will be required to raise additional funds for construction and commencement

of operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Company’s ability to continue operations and fund its expenditures, which have historically averaged approximately $1,050 per quarter,

is dependent on management’s ability to secure additional financing.

Management is actively pursuing additional sources

of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in

The Company did not have any further funding commitments or arrangements for additional financing as of September

These consolidated financial statements do not give effect to any adjustments required to realize the Company’s

assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected

in the accompanying financial statements.

March 2020, several measures have been implemented in the United States, Canada, and the rest of the world in response to the

increased impact from the novel coronavirus (“COVID-19”) pandemic.

COVID-19 vaccination programs started in the United

States in December 2020 and currently over one-third of the populations of both Colorado and Nebraska are fully vaccinated.

the impact of the COVID-19 pandemic is expected to be temporary, the current circumstances are dynamic and the impact on business

operations cannot be reasonably estimated at this time.

The continued spread of COVID-19 has resulted in business travel restrictions

and other capital market disruptions, and this has had an impact on the following:

the Company’s ability to obtain financing

and advance development plans;

and the Company’s results of operations, financial position, and cash flows during the current

PAYABLE AND ACCRUED LIABILITIES

Accounts payable, trade

increased impact from the novel coronavirus (“COVID-19”) pandemic.

The full extent to which the COVID-19 pandemic

and our precautionary measures may continue to impact our business will depend on future developments, which continue to be highly

uncertain and cannot be predicted at this time, including, but not limited to, the duration and geographic spread of the pandemic,

its severity, the actions to contain the virus or treat its impact, future spikes of COVID-19 infections resulting in additional

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

measures to contain or mitigate the spread of the virus, the effectiveness, distribution and acceptance of COVID-19

vaccines, including the vaccines’ efficacy against emerging COVID-19 variants, and how quickly and to what extent normal

economic and operating conditions can resume.

We believe this could have an adverse impact on our ability to obtain financing,

development plans, results of operations, financial position, and cash flows during the current fiscal year.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities

Accounts payable,

Interest payable to related party

Other accruals

Total accounts payable and accrued liabilities

December 18, 2020, an accounts payable balance of $1,640 was exchanged for a convertible note as discussed in Note 5.

Total accounts payable

and accrued liabilities

CONVERTIBLE DEBT

of convertible debt

Current Portion

Nordmin Convertible Note

Convertible promissory notes

Lind IV Convertible Security

Total convertible debt, current portion

Non-Current Portion

Lind III Convertible Security

III Convertible Security

February 19, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind III”), an entity managed by

The Lind Partners, a New York-based asset management firm (“The Lind Partners”), a convertible security (the “Lind

III Convertible Security”) pursuant to a definitive convertible security funding agreement, dated as of February 16, 2021

(the “Lind Agreement”), between the Company and Lind III.

The Lind III Convertible Security has a face value of $11,700

(representing $10,000 in funding plus an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security).

After deducting a $350 commitment fee as set forth in the Lind Agreement, NioCorp received net proceeds of $9,650 from the funding

of the Lind III Convertible Security.

As further discussed in Note 12, on April 23, 2021, the Company used a portion of the proceeds

from the funding of the Lind III Convertible Security to purchase a key land parcel associated with the Company’s Elk Creek

Project, with the remainder to be spent for general corporate purposes.

Lind III Convertible Security has a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the

Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable

premium) in accordance with the terms of the Lind Agreement, whichever is earlier.

The Lind III Convertible Security constitutes

the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness.

The Lind III Convertible Security is guaranteed on a secured basis by 0896800 B.C.

Ltd., a wholly-owned subsidiary of the Company

(“0896800”), and Elk Creek Resources Corp., a private Nebraska corporation and wholly-owned subsidiary of 0896800

(“ECRC”).

Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued

and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800,

and certain real property and fixtures of ECRC.

The liens securing the Lind III Convertible Security rank pari-passu with the

liens securing:

i) the loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of

NioCorp (the “Smith Loan”), pursuant to the Loan Agreement, dated June 17, 2015, by and between the Company and Mr.

Smith, as amended from time to time;

and ii) a non-revolving credit facility (the “Smith Credit Facility”) with a

limit of $3,500 with Mr.

Smith, pursuant to the Credit Facility Agreement, dated January 16, 2017, between the Company and Mr.

Smith, as amended from time to time.

The liens securing the Lind III Convertible Security rank senior to the liens securing the

Smith Loan and the Smith Credit Facility on any amount that is owed by the Company to Mr.

Smith in excess of $4,000.

to the Lind Agreement, Lind III is entitled to convert the Lind III Convertible Security into common shares of the Company (“Common

Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price

Common Shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding to the date on

which Lind III provides notice to the Company of its election to convert.

The Lind Agreement provides that Common Shares issuable

upon conversion, together with the number of Common Shares issued upon exercise of Warrants, shall not exceed 43,588,000 Common

Subject to certain exceptions, the Lind Agreement contains restrictions on how much of the Lind III Convertible Security

may be converted in any particular month.

The Lind Agreement also provides NioCorp with the option to buy back the remaining face

amount of the Lind III Convertible Security in cash at any time;

provided that, if the Company exercises such option, Lind III

will have the option to convert up to 33.33% of the remaining face amount into Common Shares at the price described above.

addition, Lind III is entitled to accelerate its conversion right to the full amount of the face value of the Lind III Convertible

Security or demand repayment thereof in cash upon the occurrence of an event of default and other designated events described

in the Lind Agreement.

February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000

Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025 (the “Lind

III Warrants”), to Lind III pursuant to the Lind Agreement.

Company identified embedded derivatives in the Lind III Convertible Security that were evaluated to be immaterial at both the

closing date and at March 31, 2021.

Company allocated the net proceeds of $9,650 from the Lind III Convertible Security as follows:

was booked to the additional paid in capital equity account, representing the fair value of the Lind III Warrants based

on the Black Scholes pricing model using a risk-free interest rate of 0.40%, an expected dividend yield of 0%, a volatility

of 51.60%, and an expected life of 4.0 years.

was booked to the convertible debt liability.

Transaction costs of $173, in addition to a commitment fee of $350, were recognized

as a direct deduction from the debt liability, resulting a net opening balance of $7,765.

This balance will be accreted up

to face value of the Lind III Convertible Security at maturity using the effective interest method and recorded as non-cash

interest expense in the consolidated statement of operations.

on the Company’s closing Common Share price of C$1.26 as of March 31, 2021, conversion of the remaining Lind III Convertible

Security balance, including accrued interest, would require the issuance of approximately 13,738,000 Common Shares.

For each C$0.01

change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change by approximately

110,000 shares.

in the Lind III Convertible Security are as follows:

March 31, 2021

Convertible Note

December 18, 2020, the Company issued a convertible note in the principal amount of approximately $1,872 (the “Nordmin Convertible

Note”) and 500,000 Common Share purchase warrants, exercisable at a price per Common Share of $0.80, expiring December 18,

2022 (the “Nordmin Warrants”) to Nordmin Engineering Ltd.

(“Nordmin”) pursuant to a convertible note and

warrant subscription agreement, dated December 18, 2020 (the “Nordmin Agreement”), between the Company and Nordmin.

Under the Nordmin Agreement, Nordmin agreed to subscribe for and purchase the Nordmin Convertible Note and Nordmin Warrants for

a subscription price of approximately $1,804.

This amount was set off against the amount owed to Nordmin by NioCorp for past services.

Nordmin Convertible Note will mature on December 18, 2021 and has no stated interest rate, an implied interest rate of 5% per

annum and, subject to certain terms and conditions, is convertible into up to 4,500,000 Common Shares at a conversion price of

92% of the five-day volume-weighted average price of the Common Shares on the TSX at the time of conversion.

The Nordmin Convertible

Note contains restrictions on how much of the principal amount may be converted in any 30-day period.

The Nordmin Convertible

Note also provides the Company with the option to prepay, in whole or in part, any outstanding principal amount thereunder, upon

three days’

notice to Nordmin.

In addition, Nordmin is entitled to accelerate the maturity of the Nordmin Convertible Note

and require the Company to prepay the outstanding principal amount upon the occurrence of an event of default and other designated

events described in the Nordmin Convertible Note.

The Nordmin Convertible Note constitutes the direct, general and unconditional

obligation of the Company.

The Nordmin Convertible Note is unsecured and ranks effectively junior to the Company’s secured

indebtedness, including under the Lind III Convertible Security, the Smith Loan and the Smith Credit Facility, to the extent of

the value of the assets securing such indebtedness.

to the terms of the Nordmin Agreement, on December 18, 2020, the Company issued 836,551 Common Shares to Nordmin upon an initial

conversion of $450 in principal amount of the Nordmin Convertible Note at a conversion price of C$0.684 per share.

Company accounted for this transaction as a debt extinguishment under Accounting Standards Codification 470, Debt.

the Company wrote off the value of the existing obligation, calculated the fair value of the Nordmin Convertible Note and recorded

a loss of $163 on the difference in the consolidated statement of operations.

This loss included $63 related to the fair value

of the Nordmin Warrants at closing.

The fair value of the Nordmin Warrants was estimated based on the Black Scholes pricing model

using a risk-free interest rate of 0.32%, an expected dividend yield of 0%, a volatility of 43.16%, and an expected life of 2.0

Company initially recorded the Nordmin Convertible Note at a fair value of $1,740.

The remaining initial fair value balance will

be accreted up to net face value of the Nordmin Convertible Note over the remaining time until maturity using the effective interest

In addition, transaction costs of $25 were expensed at closing.

in the Nordmin Convertible Note are as follows:

Extinguishment

of accounts payable

March 31, 2021

on the Company’s closing Common Share price of C$1.26 as of March 31, 2021, conversion of the remaining Nordmin Convertible

Note balance would require the issuance of 1,346,450 Common Shares.

in the convertible security (the “Lind III Convertible Security”) issued to Lind Global Asset Management III, LLC,

and the convertible note issued to Nordmin Engineering Ltd.

(the “Nordmin Note”), are as follows :

III Convertible Security

June 30, 2021

September 30, 2021

on the closing price of the Company’s common shares (“Common Shares”) of C$1.00 per common share Common share

as of September 30, 2021, conversion of the remaining Lind III Convertible Security balance, including accrued interest, would

require the issuance of approximately 14,239,000 Common Shares.

For each C$ 0.01 change in the fair value of one Common Share,

the total shares the Company would be obligated to issue would change by approximately 144,000 shares.

Promissory Notes

October 12, 2020, the maturity date for $750 of the Company’s outstanding convertible promissory notes was extended for

one year to October 14, 2021.

All terms and conditions remained unchanged, except the amended agreement provides that the Company

may repay all or any of the amount of outstanding principal and any accrued but unpaid interest, with 14 days’

advance written

notice (the “Notice”), as follows:

respect to the outstanding principal and any accrued but unpaid interest, in cash, using the Bank of Canada daily US$-C$ exchange

rate on the date of the Notice;

respect to the outstanding principal only, provided that the volume weighted average trading price of the Common Shares is

C$0.97 or greater for a period of ten consecutive trading days prior to the date of the Notice, and subject to Toronto Stock

Exchange approval, by converting all or any portion of the outstanding principal into Common Shares at a conversion rate of

C$0.97 per Common Share, using the Bank of Canada daily US$-C$ exchange rate on the date of the Notice.

of the Company’s convertible promissory notes valued at $50 was not extended under the agreement above and was converted

into 67,695 Common Shares on October 14, 2020.

On March 16, 2021, the remaining convertible notes, with a face value of $750,

were converted into 976,921 Common Shares.

In addition, the Company paid $11 to the noteholders for outstanding interest accrued

through the March 16, 2021 conversion date.

changes in the derivative liability related to the conversion feature of the Company’s convertible promissory notes are

June 30, 2020

in fair value of derivative liability

March 31, 2021

IV Convertible Security

July 9, 2020, Lind Asset Management IV, LLC (“Lind IV”), an entity managed by The Lind Partners and the holder of

the convertible security (the “Lind IV Convertible Security”) issued by the Company pursuant to a definitive convertible

security funding agreement, dated June 27, 2018, between the Company and Lind IV, converted the remaining balance thereunder of

$38 into 64,298 Common Shares.

Current Portion:

Total current portion

Noncurrent Portion:

Total noncurrent portion

April 17, 2020, ECRC received a U.S.

Small Business Administration Loan (the “SBA Loan”) from American National Bank,

pursuant to the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic

Security Act, commonly referred to as the CARES Act, in the amount of $196.

Under the terms of the SBA Loan, the Company may be

eligible for full or partial loan forgiveness.

The unforgiven portion of the SBA Loan is payable over two years at an annual interest

rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with the

October 27, 2020, the Company applied for loan forgiveness of $186, comprising the initial SBA Loan balance less $10 representing

an Economic Injury Disaster Loan Advance grant (the “EIDL advance”) received by the Company in April 2020.

18, 2020, the Company was notified that the $186 loan forgiveness request had been approved and recorded a corresponding gain

in other income in the consolidated statement of operations.

December 21, 2020, the U.S.

Congress passed the Consolidated Appropriations Act, 2021 (the “Act”), which provided

additional COVID-19 relief as well as government funding and other bills.

The Act removes the previous requirement that PPP borrowers

deduct the amount of any EIDL advance from their PPP forgiveness amount.

The SBA released Procedural Notice 5000-20075, effective

January 8, 2021, stating that the SBA will no longer deduct EIDL Advances from forgiveness payments remitted to PPP lenders.

the Company recorded a gain in other income in the consolidated statement of operations for the remaining $10 of the SBA Loan.

April 13, 2020, the Company entered into an agreement with a vendor to convert amounts due for services performed to a 28-month

note payable at a stated interest rate of 3%.

The Company paid off the remaining note balance of $290 on March 30, 2021.

June 30, 2020

on the Company’s closing Common Share price of C$1.00 per Common Share as of September 30, 2021, conversion of the remaining

Nordmin Note balance would require the issuance of 505,000 Common Shares.

For each C$0.01 change in the fair value of one Common

Share, the total shares the Company would be obligated to issue would change by approximately 5,000 shares .

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

Schedule of stock option

Average Exercise Price

Balance, June 30, 2021

Cancelled/expired

March 31, 2021

Company granted 3,700,000 options at an average fair value price of $C0.25 per option, based on Black-Scholes models with an average

risk-free rate of 0.26%, average stock price volatility of 54.07%, and a three-year expected option life.

following table summarizes information about options to purchase Common Shares (“Options”) outstanding at March 31,

September 30, 2021

following table summarizes information about options to purchase Common Shares (“Options”) outstanding at September

Intrinsic Value

aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing Common

Share price of C$1.26 as of March 31, 2021, that would have been received by the Option holders had all Option holders exercised

November 9, 2022

September 18, 2023

aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing Common

Share price of C$1.00 as of September 30, 2021, that would have been received by the Option holders had all Option holders exercised

their Options as of that date.

The total number of in-the-money Options vested and exercisable as of March 31, 2021, was 15,990,000.

As of March 31, 2021, there was $0 of unrecognized compensation cost related to unvested share-based compensation arrangements

The total number of in-the-money Options vested and exercisable as of September 30, 2021, was 15,225,000.

As of September 30, 2021, there was $0 of unrecognized compensation cost related to unvested share-based compensation arrangements

granted under the Option plans.

Exercise Price

June 30, 2020

March 31, 2021

March 31, 2021, the Company had outstanding exercisable Common Share purchase warrants (“Warrants”), as follows:

Note 5 for more information regarding the issuance of the Lind III Warrants and the Nordmin Warrants.

Schedule of warrant transactions

Average Exercise Price

Balance June 30, 2021

September 30, 2021

September 30, 2021, the Company had outstanding exercisable Common Share purchase warrants (“Warrants”), as follows :

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

PARTY TRANSACTIONS AND BALANCES

Smith Loan bears an interest rate of 10%, is secured by the Company’s assets pursuant to a concurrently executed general

security agreement (the “General Security Agreement”) and is subject to both a 2.5% establishment fee and 2.5% prepayment

As of March 31, 2021, the principal amount outstanding under the Smith Loan was $1,000.

under the Smith Credit Facility bear interest at a rate of 10% and drawdowns from the Smith Credit Facility are subject to a 2.5%

establishment fee.

Amounts outstanding under the Smith Credit Facility are secured by all of the Company’s assets pursuant

to the General Security Agreement.

The Smith Credit Facility contains financial and non-financial covenants customary for a facility

of its size and nature.

As of March 31, 2021, the principal amount outstanding under the Smith Credit Facility was $2,818.

December 14, 2020, the maturity dates for the Smith Loan and the Smith Credit Facility were extended from December 15, 2020 to

December 15, 2021.

February 23, 2021, the Company paid Mr.

Smith $726 related to accrued interest and origination fees through December 31, 2020.

Accounts payable and accrued liabilities as of March 31, 2021 include accrued interest of $107 payable to Mr.

Smith under the

Smith Loan and the Smith Credit Facility.

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Technical studies and engineering

Field management and other

Metallurgical development

Geologists and field staff

August 1, 2020, the Company entered into a three-year corporate office lease extension and recognized the corresponding right

of use asset and lease liability associated with this lease extension, along with two existing nominal leases.

The Company has

applied a discount rate of 16%.

three operating leases have an average remaining life of 2.0 years as of March 31, 2021.

The Company incurred lease costs of $81

and $77 for the nine months ended March 31, 2021 and 2020, respectively.

maturities of lease liabilities are as follows at March 31, 2021:

Lease Maturities

under the non-revolving credit facility agreement (the “Smith Credit Facility”) with Mark Smith, Chief Executive

Officer, President, and Executive Chairman of NioCorp, bear interest at a rate of 10 %

and drawdowns from the Smith Credit Facility are subject to a 2.5 % establishment fee.

Amounts outstanding under the Smith Credit Facility are secured by all of the Company’s assets pursuant to a general

security agreement.

The Smith Credit Facility contains financial and non-financial covenants customary for a facility of its

size and nature.

As of September 30, 2021, the principal amount outstanding under the Smith Credit Facility was $ 2,000 .

July 23, 2021, the Company paid Mr.

Smith $ 40 related to accrued interest through June 30, 2021.

Accounts payable and accrued

liabilities as of September 30, 2021, include accrued interest of $ 53 payable under the Smith Credit Facility.

the Three Months

Ended September 30,

studies and engineering

management and other

Metallurgical

and field staff

Company incurred lease costs as follows:

the three months

ended September 30,

term lease cost

cost – other operating expense

cost – exploration expenditures

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

maturities of lease liabilities are as follows at September 30, 2021 :

Fiscal Year Lease Maturities

and thereafter

19 unchanged sentences

following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as

of March 31, 2021 and June 30, 2020, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

of September 30, 2021, and June 30, 2021, respectively, and indicate the fair value hierarchy of the valuation techniques the

Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted)

4 unchanged sentences

for the financial instrument and include situations where there is little, if any, market activity for the instrument.

As of March 31, 2021

Cash and cash equivalents

Equity securities

As of June 30, 2020

Cash and cash equivalents

Equity securities

Convertible debt

Derivative liability, convertible debt

Company measures the fair market value of the Level 3 components using the Black Scholes model and discounted cash flows, as appropriate.

These models take into account management’s best estimate of the conversion price of the stock, an estimate of the expected

time to conversion, an estimate of the stock’s volatility, and the risk-free rate of return expected for an instrument with

a term equal to the duration of the convertible debt.

following table sets forth a reconciliation of changes in the fair value of the Company’s convertible debt components classified

as Level 3 in the fair value hierarchy:

Balance, June 30, 2020

Additions to convertible debt

Conversions to equity

Realized and unrealized losses

Balance, March 31, 2021

discussed in Note 5, the Nordmin Convertible Note and Lind III Convertible Security were initially recorded at fair value, which

represents a nonrecurring fair value measurement using a Level 3 input.

The significant unobservable valuation inputs for the

Nordmin Convertible Note and Lind III Convertible Security includes an expected return of 7% and 21%, respectively.

February 22, 2021, the Company announced that it formally exercised its option to purchase two parcels of land and associated

rights in Johnson County, Nebraska associated with the Company’s Elk Creek Project, pursuant to the Amended and Restated

Option to Purchase, dated as of April 29, 2020 (the “Option Agreement”), between Beverly J.

Beethe and ECRC.

23, 2021, ECRC formally exercised and closed on the Option Agreement.

Pursuant to the terms of the Option Agreement, the Owner

sold, transferred, conveyed and assigned all of her rights, privileges, title and interest in and to the real property to ECRC,

including any associated oil, gas and mineral rights.

The Option Agreement provides for a purchase price calculated based on the

appraised value per acre of the parcels of land, the mineral rights and the structures erected on the land.

The purchase price

was approximately $6.2 million.

On April 30, 2021, the Company repaid $1,000 to Mark Smith, to retire all of the outstanding balance on

the Smith Loan.

On April 30, 2021 and May 4, 2021, The Company repaid $250 and $250, respectively, representing partial repayments

on the Smith Credit Facility.

Each of these loan repayments utilized proceeds from the exercise of warrants.

Additionally, on May

4, 2021, the Company repaid $138 to Mark Smith, representing accrued interest on the Smith Loan through the repayment date noted

above and accrued interest on the Smith Credit Facility through April 30, 2021.

On May 10, 2021, the Company

closed a non-brokered private placement (the “April 2021 Private Placement”) of units of the Company (“Units”).

A total of 4,334,157 Units were issued at a price per Unit of C$1.43, for total gross proceeds to the Company of approximately

C$6.2 million.

Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one Warrant.

Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from

the date of issuance.

Proceeds of the April 2021 Private Placement will be used for continued advancement of the Company’s

Elk Creek Superalloy Materials Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially

adding rare earth products to the planned product offering, and for working capital and general corporate purposes.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis should be read in conjunction with our unaudited condensed interim consolidated financial statements

as of, and for the three and nine months ended March 31, 2021, and the related notes thereto, which have been prepared in accordance

with generally accepted accounting principles in the United States (“US GAAP”).

This discussion and analysis

contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions.

results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors,

including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q.

See “Note Regarding Forward-Looking

Statements”

currency amounts are stated in thousands of U.S.

dollars unless noted otherwise.

used in this report, unless the context otherwise indicates, references to “we,”

“our,”

the “Company,”

“NioCorp,”

and “us”

refer to NioCorp Developments Ltd.

and its subsidiaries, collectively.

Regarding Forward Looking Statements

Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements”

within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information”

within the meaning

of applicable Canadian securities legislation (collectively, “forward-looking statements”).

Such forward-looking statements

concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities,

the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking

statements are frequently, but not always, identified by words such as “expects,”

“anticipates,”

“believes,”

“intends,”

“estimates,”

“potential,”

“possible,”

and similar expressions, or statements

that events, conditions, or results “will,”

“may,”

“could,”

or “should”

negative and grammatical variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions

with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance

(often, but not always, using words or phrases such as “expects”

or “does not expect,”

“is expected,”

“anticipates”

or “does not anticipate,”

“plans,”

“estimates,”

or “intends,”

or stating that certain actions, events, or results “may,”

“could,”

“would,”

“might,”

or “will”

be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain

known and unknown risks, uncertainties, and assumptions.

Many factors could cause actual results, performance, or achievements

to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking

statements, including, among others, risks related to the following:

related to our ability to operate as a going concern;

related to our requirement of significant additional capital;

related to our limited operating history;

related to changes in economic valuations of the Elk Creek Project, such as net present value calculations, changes or disruptions

in the securities markets;

related to our history of losses;

related to cost increases for our exploration and, if warranted, development projects;

related to feasibility study results;

related to mineral exploration and production activities;

related to our lack of mineral production from our properties;

related to the results of our metallurgical testing;

related to the price volatility of commodities;

related to estimates of mineral resources and reserves;

related to changes in mineral resource and reserve estimates;

related to differences in U.S.

and Canadian reserve and resource reporting;

related to our exploration activities being unsuccessful;

related to our ability to obtain permits and licenses for production;

related to government and environmental regulations that may increase our costs of doing business or restrict our operations;

related to proposed legislation that may significantly affect the mining industry;

related to land reclamation requirements;

related to competition in the mining industry;

related to the difficulties of managing and treating water at our Elk Creek Project;

related to equipment and supply shortages;

related to current and future joint ventures and partnerships;

related to our ability to attract qualified management;

related to the ability to enforce judgment against certain of our Directors;

related to claims on the title to our properties;

related to surface access on our properties;

related to potential future litigation;

related to our lack of insurance covering all our operations;

related to the need for resilience in the face of potential impacts from climate change;

related to a disruption in, or failure of, our information technology (“IT”) systems, including those related

to cybersecurity;

related to covenants contained in agreements with our secured creditors that may affect our assets;

related to the extent to which our level of indebtedness may impair our ability to obtain additional financing;

related to our status as a “passive foreign investment company”

under the U.S.

Internal Revenue Code of 1986,

related to our Common Shares, including price volatility, lack of dividend payments, dilution and penny stock rules;

related to our status as an “emerging growth company”

and the impact of related reduced reporting requirements

on our ability to attract investors;

related to the effects of the COVID-19 pandemic on our business plans, financial condition and liquidity.

one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may

vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s

forward-looking statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual

achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking

statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the

heading “Risk Factors”

of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, as well as other

factors described elsewhere in this report and the Company’s other reports filed with the Securities and Exchange Commission

(“SEC”).

Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations,

and opinions of management as of the date of this report.

The Company does not assume any obligation to update forward-looking

statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law.

For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking

Instrument 43-101 Compliance

Honan, M.Sc., SME-RM, a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects

(“NI 43-101”), has supervised the preparation of the scientific and technical information that forms the basis for

the Elk Creek Project disclosure in this Quarterly Report on Form 10-Q and has approved the disclosure in this Quarterly Report

on Form 10-Q related thereto.

Honan is not independent of the Company, as he is the Chief Operating Officer.

Additional information

on the updated Feasibility Study for the Elk Creek Project (the “2019 Feasibility Study”) is available in our NI 43-101

Technical Report, issued May 29, 2019, which is available under NioCorp’s profile on the Canadian Administrators website

at www.sedar.com and on our website at www.niocorp.com/wp-content/uploads/180001_FINAL_43-101_FS_NioCorp_AS_FILED.pdf.

is developing the Elk Creek Project, located in southeast Nebraska.

The Elk Creek Project is an advanced Niobium (“Nb”)/Scandium

(“Sc”)/Titanium (“Ti”) exploration project.

Niobium is used to produce various superalloys that are extensively

used in high performance aircraft and jet turbines.

It also is used in High-Strength, Low-Alloy (“HSLA”) steel, a

stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases

strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage

and fewer air emissions.

Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved

corrosion resistance.

Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology

for high-reliability, distributed electricity generation.

Titanium is a component of various superalloys and other applications

that are used for aerospace applications, weapons systems, protective armor, medical implants and many others.

It also is used

in pigments for paper, paint, and plastics.

primary business strategy is to advance our Elk Creek Project to commercial production.

We are focused on obtaining additional

funds to carry out our near-term planned work programs associated with securing the project financing necessary to complete mine

development, construction, commissioning, and operation of the Elk Creek Project.

Growth Company Status

qualify as an “emerging growth company”

as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS

Act”) as we do not have more than $1.07 billion in annual gross revenue and did not have such amount as of June 30, 2020,

this being the last day of our most recently completed fiscal year.

may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue

exceeds $1.07 billion or (ii) we issue more than $1.07 billion in non-convertible debt in a three-year period.

We will lose our

status as an emerging growth company if at any time we are deemed to be a large accelerated filer, as defined in Rule 405 under

the Exchange Act.

We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth

anniversary of the date of our first sale of Common Shares pursuant to an effective registration statement.

an emerging growth company under the JOBS Act, we have elected to opt out of the extended transition period for complying with

new or revised standards pursuant to Section 107(b) of the JOBS Act.

The election is irrevocable.

an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of

the Exchange Act.

Such sections are described below:

404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s

assessment of its internal controls.

14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act of 2010 (the “Dodd-Frank Act”), require companies to hold shareholder advisory votes on executive compensation

and golden parachute compensation.

long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of

the Sarbanes-Oxley Act of 2002 and Section 14A (a) and (b) of the Exchange Act.

December 2019, COVID-19 was identified in Wuhan, China, and has since spread to other countries, including the United States.

In March 2020, the World Health Organization characterized COVID-19 as a pandemic.

Several countries, including the United States,

continue to take steps to restrict travel, temporarily close businesses and issue quarantine orders, and it remains unclear how

long currently enacted measures will remain in place.

COVID-19 vaccination programs started in the United States in December 2020

and currently over one-third of the populations of both Colorado and Nebraska are fully vaccinated.

As a result of the COVID-19

pandemic, the Company is following, and will continue to follow, social distancing, health and safety protocol, business-related

social gathering restrictions, and other similar guidelines promulgated by both Colorado and Nebraska governmental officials.

April 17, 2020, NioCorp’s subsidiary, Elk Creek Resources Corp., received a U.S.

Small Business Administration Loan (the

“SBA Loan”) from American National Bank, pursuant to the Paycheck Protection Program (the “PPP”) established

under the Coronavirus Aid, Relief, and Economic Security Act, commonly referred to as the CARES Act, in the amount of $196.

the terms of the SBA Loan, the Company may be eligible for full or partial loan forgiveness.

The unforgiven portion of the SBA

Loan is payable over two years at an annual interest rate of 1%, with a deferral of payments for the first six months.

used the proceeds for purposes consistent with the PPP.

October 27, 2020, the Company applied for loan forgiveness of $186, comprising the initial SBA Loan balance less $10 representing

an Economic Injury Disaster Loan Advance grant (the “EIDL advance”) received by the Company in April 2020.

18, 2020, the Company was notified that the $186 loan forgiveness request had been approved.

December 21, 2020, the U.S.

Congress passed the Consolidated Appropriations Act, 2021 (the “Act”), which provided

additional COVID-19 relief legislation as well as government funding and other bills.

The Act removes the previous requirement

that PPP borrowers deduct the amount of any EIDL advance from their PPP forgiveness amount.

The SBA released Procedural Notice

5000-20075, effective January 8, 2021, stating that the SBA will no longer deduct EIDL Advances from forgiveness payments remitted

to PPP lenders.

Accordingly, the Company recorded a gain in other income in the consolidated statement of operations for the remaining

$10 of the SBA Loan.

COVID-19 pandemic continues to create uncertainty with regards to overall project funding timelines and has heightened the risk

that we may be unable to secure sufficient additional capital, including but not limited to equity and debt offerings, to fund

future expenditures or to maintain our liquidity.

It is also possible that the COVID-19 pandemic could further adversely affect

our business plans, results of operations, financial condition or liquidity in the future.

The impact of the COVID-19 pandemic

is fluid and continues to evolve, and therefore, we cannot currently predict the extent to which our business plans, results of

operations, financial condition or liquidity will ultimately be impacted.

Corporate Events

February 19, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind III”), an entity managed by

The Lind Partners, a New York-based asset management firm, a convertible security (the “Lind III Convertible Security”)

pursuant to a definitive convertible security funding agreement, dated as of February 16, 2021 (the “Lind Agreement”),

between the Company and Lind III.

The Lind III Convertible Security has a face value of $11,700 (representing $10,000 in funding

plus an closed an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security).

After deducting a $350

commitment fee as set forth in the Lind Agreement, NioCorp received net proceeds of $9,650 from the funding of the Lind III Convertible

The Company intends to use the proceeds from the funding of the Lind III Convertible Security to pay the exercise price

under an option-to-purchase agreement on a key land parcel associated with the Company’s Elk Creek Project, as discussed

below under “

Elk Creek Project Update ,”

as well as for general corporate purposes.

Lind III Convertible Security has a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the

Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable

premium) in accordance with the terms of the Lind Agreement, whichever is earlier.

The Lind III Convertible Security constitutes

the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness.

The Lind III Convertible Security is guaranteed on a secured basis by 0896800 B.C.

Ltd., a wholly-owned subsidiary of the Company

(“0896800”), and Elk Creek Resources Corp., a private Nebraska corporation and wholly-owned subsidiary of 0896800

(“ECRC”).

Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued

and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800,

and certain real property and fixtures of ECRC.

The liens securing the Lind III Convertible Security rank pari-passu with the

liens securing:

i) the loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of

NioCorp (the “Smith Loan”), pursuant to the Loan Agreement, dated June 17, 2015, by and between the Company and Mr.

Smith, as amended from time to time;

and ii) a non-revolving credit facility (the “Smith Credit Facility”) with a

limit of $3,500 with Mr.

Smith, pursuant to the Credit Facility Agreement, dated January 16, 2017, between the Company and Mr.

Smith, as amended from time to time.

The liens securing the Lind III Convertible Security rank senior to the liens securing the

Smith Loan and the Smith Credit Facility on any amount that is owed by the Company to Mr.

Smith in excess of $4,000.

to the Lind Agreement, Lind III is entitled to convert the Lind III Convertible Security into common shares of the Company (“Common

Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price

Common Shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding to the date on

which Lind III provides notice to the Company of its election to convert.

Subject to certain exceptions, the Lind Agreement contains

restrictions on how much of the Lind III Convertible Security may be converted in any particular month.

The Lind Agreement also

provides NioCorp with the option to buy back the remaining face amount of the Lind III Convertible Security in cash at any time;

provided that, if the Company exercises such option, Lind III will have the option to convert up to 33.33% of the remaining face

amount into Common Shares at the price described above.

In addition, Lind III is entitled to accelerate its conversion right to

the full amount of the face value of the Lind III Convertible Security or demand repayment thereof in cash upon the occurrence

of an event of default and other designated events described in the Lind Agreement.

February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000

Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025 (the “Lind

III Warrants”), to Lind III pursuant to the Lind Agreement.

Lind III Convertible Security and the Lind III Warrants were issued pursuant to the exemption from the registration requirements

of the Securities Act provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind III in the Lind

April 30, 2021, the Company repaid $1,000 to Mark Smith, to retire all of the outstanding balance on the Smith Loan.

30, 2021 and May 4, 2021, The Company repaid $250 and $250, respectively, representing partial repayments on the Smith Credit

Each of these loan repayments utilized proceeds from the exercise of warrants.

Additionally, on May 4, 2021, the Company

repaid $138 to Mark Smith, representing accrued interest on the Smith Loan through the repayment date noted above and accrued

interest on the Smith Credit Facility through April 30, 2021.

On May 10, 2021, the Company closed a non-brokered private placement (the “April 2021 Private

Placement”) of units of the Company (“Units”).

A total of 4,334,157 Units were issued at a price per Unit of

C$1.43, for total gross proceeds to the Company of approximately

C$6.2 million.

Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one Warrant.

Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from

the date of issuance.

Proceeds of the April 2021 Private Placement will be used for continued advancement of the Company’s

Elk Creek Superalloy Materials Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially

adding rare earth products to the planned product offering, and for working capital and general corporate purposes.

Creek Project Update

February 22, 2021, the Company announced that it formally exercised its option to purchase two parcels of land and associated

rights in Johnson County, Nebraska associated with the Company’s Elk Creek Project, pursuant to the Amended and Restated

Option to Purchase, dated as of April 29, 2020 (the “Option Agreement”), between Beverly J.

Beethe and ECRC.

23, 2021, ECRC formally exercised and closed on the Option Agreement.

Pursuant to the terms of the Option Agreement, the Owner

sold, transferred, conveyed and assigned all of her rights, privileges, title and interest in and to the real property to ECRC,

including any associated oil, gas and mineral rights.

The Option Agreement provides for a purchase price calculated based on the

appraised value per acre of the parcels of land, the mineral rights and the structures erected on the land.

The purchase price

was approximately $6.2 million.

February 23, 2021, the Company announced that it has signed a contract with Cementation USA, Inc, part of the Cementation Americas

Group (“Cementation”), a leading global underground mine contracting and engineering company, to continue advancing

detailed engineering work associated with the Elk Creek Project.

Under the contract, Cementation will conduct an evaluation of

the current design for the Elk Creek Project’s underground mine and prepare a detailed cost estimate for the final detailed

engineering that would be required to bring the mine design to “Issued for Construction”

As previously announced

by NioCorp, Cementation has been selected as the lead Engineering, Procurement, and Construction contractor for the underground

aspects of the Elk Creek Project.

NioCorp expects to engage Cementation, if and when additional financing becomes available, to

undertake Phase 2 of the contract, which involves completion of the detailed engineering for the mine.

On March 2, 2021, the Company announced that it launched a review of the economic potential of expanding its currently planned

product suite from the Elk Creek Project to also include rare earth products.

We currently plan to produce niobium, scandium,

and titanium at the Elk Creek Project once project financing is secured and the Elk Creek Project is operational, and any rare

earth products that might be produced would be additional to our currently planned products.

Company’s review of previously collected data on rare earth content comes in response to growing interest by governments

and industrial consumers around the world for additional sources of rare earths beyond current suppliers.

As noted in more detail

below, additional test work is needed to establish a means of recovering and extracting rare earths into saleable products.

Company has completed a comprehensive geologic and metallurgical evaluation of all of the rare earth data associated with the

Elk Creek Project.

Of the 20,364 assay results in the Elk Creek database, 13,287 (65%) contain a complete suite of analytical

data for all commercial rare earth elements.

Included within this dataset are 661 assays where the Total Rare Earth Oxide (“TREO”)

assay results are greater than one percent.

current plan to extract and purify niobium, scandium, and titanium from ore that may be produced by the Elk Creek Project involves

putting these critical minerals into solution.

As part of that process, rare earth elements would be simultaneously put into solution.

Among the factors NioCorp will now consider as part of its overall plan to move the Elk Creek Project from the exploration stage

to the development stage, and ultimately, the production stage, subject to securing additional financing, is the economic potential

for additional processing of the solubilized rare earths into commercial rare earth products.

long-term financing efforts continued during the quarter ended March 31, 2021.

However, as noted above under “

COVID-19,”

the COVID-19 pandemic has created uncertainty and continues to impact processes related to the Company’s efforts to

obtain project financing.

As funds become available through the Company’s fundraising efforts, we expect to undertake the

following activities:

of the Company’s efforts to secure federal, state and local permits;

evaluation of the potential to produce rare earth products

and completion of engineering, procurement and construction agreements;

of the final detailed engineering for the underground portion of the Elk Creek Project;

and completion of the final detailed engineering for surface project facilities;

of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;

of water supply agreements and related infrastructure to deliver fresh water to the project site;

of revised mine groundwater investigation and control activities;

of long-lead equipment procurement activities.

and Operating Results

Company has no revenues from mining operations.

Operating expenses incurred related primarily to performing exploration activities,

as well as the activities necessary to support corporate and shareholder duties and are detailed in the following table.

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Operating expenses

Employee-related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

Loss on extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Interest expense

(Gain) loss on equity securities

Income tax expense

months ended March 31, 2021 compared to nine months ended March 31, 2020

items affecting operating expenses are noted below:

Employee-related

costs increased in 2021 as compared to 2020, primarily due to increased share-based compensation costs, which reflect the

timing of 2021 Option grants, which were fully vested and expensed on the grant date.

expenditures decreased in 2021 as compared to 2020, primarily due to the costs incurred in 2020 related to advancing work

to obtain an air construction permit from the State of Nebraska.

2021 expenditures primarily related to the ongoing personnel

costs, as well as general project advancement activities.

operating expenses include investor relations, general office expenditures, equity offering and proxy expenditures, board-related

expenditures and other miscellaneous costs.

These costs increased in 2021 as compared to 2020 primarily due to 2021 Option grants,

which were fully vested and expensed on the grant date.

These costs were partially offset by a decrease in finance-related contract

significant items impacting the change in the Company’s net loss are noted below :

income for 2021 represents the forgiveness of the Company’s SBA Loan as discussed in Note 6 to the financial statements

included in this Quarterly Report on Form 10-Q, and other minor gains.

on extinguishment for 2021 represents the loss incurred in connection with the conversion of the Nordmin accounts payable

balance to the one-year Nordmin Convertible Note, as discussed in Note 5 to the financial statements included in this Quarterly

Report on Form 10-Q.

exchange (gain) loss is primarily due to changes in the U.S.

dollar against the Canadian dollar and reflects the timing of

foreign currency transactions, primarily U.S.

dollar-based related party loans, and subsequent changes in exchange rates, and

the gain during 2021 as compared to a loss in 2020 is due to a decline in the U.S.

dollar relative to the Canadian dollar in 2021.

expense increased in 2021 as compared to 2020 primarily due to the accretion of the Lind III Convertible Security, which began

in February 2021, as well as the timing of 2020 increases in principal amounts outstanding under the non-revolving credit facility

agreement (the “Credit Agreement”) with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive

Chairman of NioCorp.

months ended March 31, 2021 compared to three months ended March 31, 2020

the decrease in net loss for the three months ended March 31, 2021, as compared to the same period in 2020, is primarily the result

of the same factors underlying the nine-month changes in foreign exchange (gain) loss and interest expense as discussed above.

and Capital Resources

have no revenue generating operations from which we can internally generate funds.

To date, our ongoing operations have been financed

by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of incentive

stock options and share purchase warrants, and related party loans.

While the COVID-19 pandemic has created uncertainty with respect

to overall project funding timelines, we believe that we will be able to secure additional private placement financings in the

future, although we cannot predict the timing, size, or pricing of any such financings.

In addition, we could raise funds through

the sale of interests in our mineral properties, although current market conditions and the impacts of the COVID-19 pandemic have

substantially reduced the number of potential buyers/acquirers of any such interests.

However, we cannot provide any assurances

that we will be able to be successful in raising such funds.

of March 31, 2021, the Company had cash of $8.6 million and a working capital surplus of $2.9 million, compared to cash of $0.3

million and working capital deficit of $7.7 million on June 30, 2020.

The working capital surplus for 2021 is due to the timing

of cash inflows from convertible debt arrangements and warrant redemptions to support current operations offset slightly by a

continued effort to reduce outstanding accounts payable balances.

We expect that the Company will operate

at a loss for the foreseeable future.

The Company’s current planned operational needs are approximately $9.2 million until

June 30, 2021, inclusive of the purchase of land parcels described above under “

Elk Creek Project Update,”

well as the retirement of the Smith Loan and partial repayment of the Smith Credit Facility discussed above under “

Corporate Events .”

In addition to outstanding accounts payable and short-term liabilities, our average monthly expenditures

are approximately $601 per month where approximately $590 is for corporate overhead and estimated costs related to securing financing

necessary for advancement of the Elk Creek Project.

Approximately $11 per month is planned for expenditures relating to the advancement

of Elk Creek Project by NioCorp’s wholly owned subsidiary, Elk Creek Resources Corp.

The Company’s ability to continue

operations and fund our current work plan is dependent on management’s ability to secure additional financing.

The Company anticipates that it has sufficient cash, including net proceeds from the April 2021 Private

Placement, to continue to fund basic operations for the next twelve months.

As additional funds are secured, we will continue advancing

the project in the areas of financing, permitting, and detailed engineering.

Management is actively pursuing such additional sources

of debt and equity financing, and while it has been successful in doing so in the past, there can be no assurance it will be able

to do so in the future.

Creek property lease commitments are $nil until June 30, 2021.

To maintain its currently held properties and fund its currently

anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the

fiscal year ending June 30, 2021, the Company will likely require additional financing during the current fiscal year.

such financing not be available in that timeframe, we will be required to reduce our activities and will not be able to carry

out all our presently planned activities at the Elk Creek Project.

currently have no further funding commitments or arrangements for additional financing at this time (other than the April 2021

Private Placement and the potential exercise of Options and Warrants) and there is no assurance that we will be able to obtain

additional financing on acceptable terms, if at all.

There is significant uncertainty that we will be able to secure any additional

financing in the current equity or debt markets.

The quantity of funds to be raised and the terms of any proposed equity or debt

financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.

Management intends to

pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the

form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private

placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered

offerings, at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances

of debt securities including secured and unsecured convertible debt instruments or secured debt project financing.

does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will

be negotiated at arm’s-length.

Future financings involving the issuance of equity securities or derivatives thereof will

likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive

to current shareholders.

The audit opinion and notes that accompany our financial statements for the year ended June 30, 2020 disclose

that substantial doubt exists as to our ability to continue in business.

The financial statements included in this Quarterly Report

on Form 10-Q have been prepared under the assumption that we will continue as a going concern.

We are an exploration stage company

and we have incurred losses since our inception.

We may not have sufficient cash to fund normal operations and meet debt obligations

for the next twelve months without deferring payment on certain current liabilities and raising additional funds.

continued spread of COVID-19 has resulted in business travel restrictions and capital market disruptions, and this has had an adverse

impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during

the current fiscal year.

We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has

entered into a business climate where funding of its planned ongoing operating activities is secured.

Therefore, these factors

raise substantial doubt as to our ability to continue as a going concern.

have no exposure to any asset-backed commercial paper.

Other than cash held by our subsidiaries for their immediate operating

needs in Colorado and Nebraska, all of our cash reserves are on deposit with major United States and Canadian chartered banks.

We do not believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market

However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required

to accept lower rates of interest, which has also lowered our potential interest income.

the nine months ended March 31, 2021, the Company’s operating activities consumed $3.6 million of cash (2020:

$2.2 million).

The cash used in operating activities for the nine months ended March 31, 2021 reflects the Company’s funding of losses

of $3.1 million, partially offset by share-based compensation charges, other non-cash transactions and a $1.0 million decrease

in accounts payable and accrued liabilities.

Overall, operational outflows during the nine months ended March 31, 2021 increased

from the corresponding period of 2020 due to the continued focus on paying down our outstanding accounts payable.

Going forward,

the Company’s working capital requirements are expected to increase substantially in connection with the development of

the Elk Creek Project.

inflows were $11.9 million during the nine months ended March 31, 2021, as compared to $1.9 million during the corresponding period

in 2020, primarily reflecting the timing of the Lind III Convertible Security funding in February 2021, as well as warrant and

option exercises and related party debt drawdowns initiated during the comparative periods.

Flow Considerations

noted above under “

COVID-19 ,”

the COVID-19 pandemic has created uncertainty with respect to overall project

funding timelines.

The Company has historically relied upon debt and equity financings to finance its activities.

may pursue additional debt and/or equity financing in the medium term;

however, there can be no assurance the Company will be

able to obtain any required financing in the future on acceptable terms.

Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance

that additional funding will be available to it for current or future projects, although the Company has been successful in the

past in financing its activities through the sale of equity securities.

ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions,

including the impacts of the COVID-19 pandemic on the timing and availability of funding, and its success in developing the Elk

Creek Project.

Any quoted market for the Common Shares may be subject to market trends generally, notwithstanding any potential

success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading price of the Common Shares

could impact its ability to obtain equity financing on acceptable terms.

Historically,

the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration

and development plans and other contractual obligations when due.

However, development and construction of the Elk Creek Project

will require substantial additional capital resources.

This includes near-term funding and, ultimately, funding for Elk Creek

Project construction and other costs.

Liquidity and Capital Resources ”

above for the Company’s discussion

of arrangements related to possible future financings.

There have been no material changes to our contractual obligations discussed in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

under the heading “Contractual Obligations”

as of June 30, 2020, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, other than (i) the signing of the

three-year corporate office lease extension;

(ii) the conversion of the remaining balance under the convertible security held by

Lind of $38 into 64,298 Common Shares on July 9, 2020;

(iii) the conversion of $50 of the Company’s convertible promissory

notes into 67,695 Common Shares on the maturity date, October 14, 2020;

(iv) the forgiveness of $186 of the SBA Loan on November

(v) the set-off of accounts payable relating to past services provided by Nordmin with the issuance of the Nordmin Convertible

Note in the principal amount of $1,872 on December 18, 2020;

(vi) the funding of the Lind III Convertible Security on February

19, 2021, resulting in net proceeds of $9,650 ;

(vii) the conversion

of the remaining $750 of the Company’s convertible promissory notes into 976,921 Common Shares on March 16, 2021;

repayment of the outstanding Smith Loan of $1,000 on April 29, 2021 and $250 reductions to the Smith Credit Facility on April 29,

2021 and May 4, 2021, respectively.

Effective December 14, 2020, the maturity date Smith Credit Facility was extended to December

Sheet Arrangements

Company has no off-balance sheet arrangements.

Accounting Policies

have been no material changes in our critical accounting policies discussed in “Management’s Discussion and Analysis

of Financial Condition and Results of Operations”

under the heading “Critical Accounting Policies”

30, 2020, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

Federal Income Tax Considerations

Company has been a “passive foreign investment company”

(“PFIC”) as defined under Section 1297 of the

Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future.

prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and

federal tax treatment of PFICs.

Additional information on this matter is included in the “Risk Factors”

of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, under the heading “Risks Related

to the Common Shares.”

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except per share amounts or as otherwise stated) (unaudited)

Schedule of fair values determined by level 3 inputs are unobservable data

September 30, 2021

cash equivalents

June 30, 2021

cash equivalents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements