What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-02-04 compared with 2021-11-05 · 264 added, 438 removed, 22 unchanged (97% of the section changed)

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 months ended September 30, 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” below.

currency amounts are stated in thousands of U.S.

The following discussion and analysis should be read in conjunction with our unaudited condensed interim consolidated financial statements as of, and for the three and six months ended December 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.

Our actual 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” below.

All 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.

As 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” (or the

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:

risks related to

our ability to operate as a going concern;

risks related to

our requirement of significant additional capital;

risks related to

our limited operating history;

risks related to

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

the securities markets;

risks related to

our history of losses;

risks related to

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

risks related to

feasibility study results;

risks related to

mineral exploration and production activities;

risks related to

our lack of mineral production from our properties;

risks related to

the results of our metallurgical testing;

risks related

to the establishment of a reserve and resource for rare earth elements and the development of a viable recovery process for

rare earth elements;

risks related to

the price volatility of commodities;

risks related to

estimates of mineral resources and reserves;

risks related to

changes in mineral resource and reserve estimates;

risks related to

differences in U.S.

Note Regarding Forward Looking Statements

This 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” (or the 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:

risks related to our ability to operate as a going concern;

risks related to our requirement of significant additional capital;

risks related to our limited operating history;

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

risks related to our history of losses;

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

risks related to feasibility study results;

risks related to mineral exploration and production activities;

risks related to our lack of mineral production from our properties;

risks related to the results of our metallurgical testing;

risks related to the establishment of a reserve and resource for rare earth elements (“REEs” or “Rare Earths”) and the development of a viable recovery process for REEs;

risks related to the price volatility of commodities;

risks related to estimates of mineral resources and reserves;

risks related to changes in mineral resource and reserve estimates;

risks related to differences in U.S.

and Canadian reserve and resource reporting;

risks related to

our exploration activities being unsuccessful;

risks related to

our ability to obtain permits and licenses for production;

risks related

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

risks related

to proposed legislation that may significantly affect the mining industry;

risks related

to land reclamation requirements;

risks related

to competition in the mining industry;

risks related

to the management of the water balance at our Elk Creek Project;

risks related

to equipment and supply shortages;

risks related

to current and future joint ventures and partnerships;

risks related

to our ability to attract qualified management;

risks related

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

risks related

to claims on the title to our properties;

risks related

to surface access on our properties;

risks related

to potential future litigation;

risks related

to our lack of insurance covering all our operations;

risks related

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

risks related

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

risks related

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

risks related

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

risks related

to our status as a “passive foreign investment company” under the U.S.

risks related to our exploration activities being unsuccessful;

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

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

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

risks related to land reclamation requirements;

risks related to competition in the mining industry;

risks related to the management of the water balance at our Elk Creek Project;

risks related to equipment and supply shortages;

risks related to current and future joint ventures and partnerships;

risks related to our ability to attract qualified management;

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

risks related to claims on the title to our properties;

risks related to surface access on our properties;

risks related to potential future litigation;

risks related to our lack of insurance covering all our operations;

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

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

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

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

risks related to our status as a “passive foreign investment company” under the U.S.

Internal Revenue Code of 1986, as amended;

risks related

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

risks related

to our status as an “emerging growth company” and the impact of related reduced reporting requirements on our

ability to attract investors;

risks 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, 2021, as well as other

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

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.

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

risks related to our status as an “emerging growth company” and the impact of related reduced reporting requirements on our ability to attract investors;

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

Should 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, 2021, as well as other factors described elsewhere in this report and the Company’s other reports filed with the Securities and Exchange Commission (“SEC”).

The 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 statements.

National Instrument 43-101 Compliance

Scott 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 did not have more than $1.07 billion in annual gross revenue during our most recently completed fiscal year.

will lose our status as an emerging growth company on June 30, 2022, which is the fiscal year following the fifth anniversary

of the date of the 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.

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.

Company Overview

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

The Elk Creek Project is an advanced Niobium (“Nb”)/Scandium (“Sc”)/Titanium (“Ti”) and Rare Earths 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.

Rare Earths are critical to electrification and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available.

Our 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.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBs Act”) as we did not have more than $1.07 billion in annual gross revenue during our most recently completed fiscal year.

We will lose our status as an emerging growth company on June 30, 2022, which is the fiscal year following the fifth anniversary of the date of the first sale of Common Shares pursuant to an effective registration statement.

As 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.

As 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:

Section 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.

Sections 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.

we will lose our status as an emerging growth company as of June 30, 2022, we will become subject to Section 14A(a) and (b) of

the Exchange Act beginning next fiscal year.

However, notwithstanding the loss of our status as an emerging growth company, we

will continue to be exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 for so long as we are neither a “large

accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b-2 under the Exchange Act.

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

Section 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.

Sections 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.

Because we will lose our status as an emerging growth company as of June 30, 2022, we will become subject to Section 14A(a) and (b) of the Exchange Act beginning next fiscal year.

However, notwithstanding the loss of our status as an emerging growth company, we will continue to be exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 for so long as we are neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b-2 under the Exchange Act.

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 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 preventative 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

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.

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.

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

August 30, 2021, the Company joined with a group of rare earth industry players to urge the U.S.

Congress to approve bipartisan

legislation in order to provide tax incentives for U.S.

manufacturing of permanent rare earth magnets.

Creek Project Update

August 9, 2021, the Company announced the completion of the first phase of testing of Elk Creek Project ore samples using High-Pressure

Grinding Rolls (“HPGR”) technology.

Testing confirmed that the ore that NioCorp expects to mine from the Elk Creek

Project site, subject to receipt of necessary funding, can be successfully processed using HPGR technology, an energy efficient

and low-emission alternative for reducing the size of the ore to enable the recovery of niobium, scandium, titanium, and potential

rare earth elements (“REEs”).

August 11, 2021, the Company announced completion of the first stage of metallurgical testing that is designed to optimize the

Elk Creek flowsheet and evaluate the potential integration of rare earth recovery to the Elk Creek Project

metallurgical work was conducted by Salt Lake City-based L3 Process Development (“L3”), which has worked with NioCorp

over the past several years on the development and optimization of NioCorp’s planned metallurgical processing facility for

the Elk Creek Project.

new metallurgical testing program is the next step in NioCorp’s goal of implementing the optimization recommendations in

the 2019 Feasibility Study for the production of niobium, scandium, and titanium, as well as to demonstrate the potential extraction

and recovery of REEs from the ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary

project funding.

L3’s testing recently achieved success by demonstrating, at the bench scale, (1) process alternatives to

hydrochloric acid (“HCl”) leach in NioCorp’s planned hydrometallurgical plant, and (2) the ability to selectively

reject non-pay metals in the ore samples, including calcium, magnesium, and iron.

This selective rejection would facilitate efficient

extraction of all pay metals, including REEs.

process optimization work also includes extensive efforts to re-use and recycle key reagents from NioCorp’s planned hydrometallurgical

plant, which further NioCorp’s goal of maximizing the environmentally efficient operation of the Elk Creek mine and processing

facility, following the receipt of necessary project funding and construction of the mine and processing facility.

We expect that

L3’s work will continue in the coming quarters and will include the construction and subsequent operation of a small-scale

demonstration plant at their lab facility in Quebec.

September 9, 2021, the Company announced that it will analyze historic drilling core samples from the Elk Creek deposit in southeast

Nebraska in order to compile sufficient data with the aim of publishing an updated Mineral Resource for the Elk Creek Project

that includes individual REEs grades and tonnage that may exist in the deposit.

The focus of this effort is within the boundaries

of the current Mineral Resource.

The Company’s REE initiative was launched in response to intense interest by governments,

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

October 4, 2021, the Company announced that elemental analysis of more than 1,000 historic drill core samples from the Elk Creek

Project to ascertain concentrations of REEs and other elements had commenced at Activation Laboratories Ltd.’s facility

in Ancaster, Ontario.

Results from this analysis, along with previous assays, may support an update to the Project’s Mineral

Resource to include individual REE grades and tonnage.

October 6, 2021, the Company’s senior management team hosted a large group of investors at the Elk Creek Project site for

a tour, briefing, and question and answer session.

the quarter ended September 30, 2021, NioCorp completed an engagement with Cementation US, Inc.

(“Cementation”) to

provide a detailed cost estimate for the engineering associated with the temporary and permanent construction associated with

the Elk Creek Project’s underground mine, along with a series of technical reviews and optimization studies around key elements

of the existing mine design.

Should project financing be obtained, this work will accelerate Cementation’s ability to mobilize

and commence mine construction and may result in cost savings during project execution should Cementation’s optimization

recommendations be adopted by the Company.

long-term financing efforts continued during the quarter ended September 30, 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:

Continuation of

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

Continued evaluation

of the potential to produce rare earth products;

Negotiation and

completion of engineering, procurement and construction agreements;

Completion of the

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

Initiation and completion

of the final detailed engineering for surface project facilities;

Construction of

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

Completion of water

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

Initiation of revised mine

groundwater investigation and control activities;

Initiation of long-lead equipment procurement

Construction and operation of a small-scale

demonstration plant to address process recommendations contained in the 2019 Feasibility Study and REE unit operations.

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.

Ended September 30,

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 preventative

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.

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.

The 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.

Recent Corporate Events

On November 1, 2021, the Company announced the planned retirement of John F.

Ashburn, Jr., Vice President, General Counsel, and Corporate Secretary of NioCorp effective at the close of business on December 2, 2021.

Ashburn continues to provide NioCorp with consulting services on a part-time basis.

On December 3, 2021, in connection with the retirement of John Ashburn, Neal S.

Shah was appointed as the Corporate Secretary for the Company.

On November 2, 2021, the Company announced the filing of a US $200 million shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the SEC.

This Shelf Registration Statement, which was declared effective by the SEC on November 16, 2021, will allow the Company the flexibility from time to time to offer and sell up to $200 million of securities, including common shares, on a registered basis in the U.S.

The specific securities and terms of each such future offering of securities, if any, along with the intended use of any net proceeds therefrom, would be described in detail under a separate prospectus supplement at the time of any such offering.

Elk Creek Project Update

On August 11, 2021, the Company announced completion of the first stage of metallurgical testing that is designed to optimize the Elk Creek flowsheet and evaluate the potential integration of Rare Earth recovery to the Elk Creek Project.

The metallurgical work was conducted by Salt Lake City-based L3 Process Development (“L3”), which has worked with NioCorp over the past several years on the development and optimization of NioCorp’s planned metallurgical processing facility for the Elk Creek Project.

This new metallurgical testing program is the next step in NioCorp’s goal of implementing the optimization recommendations in the 2019 Feasibility Study for the production of niobium, scandium, and titanium, as well as to demonstrate the potential extraction and recovery of REEs from the ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary project funding.

L3’s testing recently achieved success by demonstrating, at the bench scale, (1) process alternatives to hydrochloric acid (“HCl”) leach in NioCorp’s planned hydrometallurgical plant, and (2) the ability to selectively reject non-pay metals in the ore samples, including calcium, magnesium, and iron.

This selective rejection would facilitate efficient extraction of all pay metals, including REEs.

L3’s process optimization work also includes extensive efforts to re-use and recycle key reagents from NioCorp’s planned hydrometallurgical plant, which further NioCorp’s goal of maximizing the environmentally efficient operation of the Elk Creek mine and processing facility, following the receipt of necessary project funding and construction of the mine and processing facility.

We expect that L3’s work will continue in the coming quarters and will include the construction and subsequent operation of a small-scale demonstration plant at their lab facility in Quebec.

September 9, 2021, the Company announced that it will analyze historic drilling core samples from the Elk Creek deposit in

southeast Nebraska in order to compile sufficient data with the aim of publishing an updated Mineral Resource for the Elk

Creek Project that includes individual REE grades and tonnage that may exist in the deposit.

The focus of this effort is

within the boundaries of the current Mineral Resource.

The Company’s REE initiative was launched in response to intense interest by governments, shareholders, and industrial consumers around the world for additional sources of Rare Earths beyond current suppliers.

On October 4, 2021, the Company announced that elemental analysis of 1,094 historic drill core samples from the Elk Creek Project to ascertain concentrations of REEs and other elements had commenced at Activation Laboratories Ltd.’s facility in Ancaster, Ontario.

Results from this analysis may support an update to the Project’s Mineral Resource to include individual REE grades and tonnage.

On October 6, 2021, the Company’s senior management team hosted a large group of current investors as well as representatives of the local community at the Elk Creek Project site for a tour, briefing, and question and answer session.

On November 11, 2021, the Company announced that the Nebraska Department of Environment and Energy (“NDEE”) granted to NioCorp an extension until April 4, 2022, as to when construction must be initiated at the Elk Creek Project under the current construction air permit.

The Elk Creek Project’s construction air permit was issued by NDEE on June 2, 2020, and required that “construction, reconstruction, or modification of the source” be commenced within 18 months of the permit’s issuance.

The six-month extension recently granted by NDEE was based on the date of the Company’s October 4, 2021, request for such an extension.

On December 14, 2021, the Company announced the results of Rare Earth assays completed on drill core samples from the Elk Creek Project that were obtained through an agreement with the University of Nebraska’s Conservation and Survey Division (“CSD”).

A total of 1,094 samples originating from 18 diamond drill holes completed by previous operators of the Elk Creek Project were obtained pursuant to an agreement between the Company and CSD and were assayed for REE content at Actlabs in Ancaster, Ontario.

With the completion of this recent assay work, the Rare Earth assay database is considered complete for the purposes of calculating the potential Rare Earth content within the footprint of the previously announced niobium, scandium, and titanium Mineral Resource at the Elk Creek Project.

On January 3, 2022, the Company announced positive results from its ongoing metallurgical work regarding the process to extract REEs from ore samples sourced at its Elk Creek Project.

Salt Lake City-based L3 Process Development (“L3”) has been conducting small-scale testing for NioCorp on Rare Earth recovery and flowsheet improvement, with the following results and planned work steps:

L3 demonstrated that Scandium can be effectively extracted and separated from the REEs in solution using a phosphate-based extractant.

With additional work, this phosphate-based recovery process could be shown capable of replacing the phosphoric acid-based extraction process that is part of the current Project design.

L3 further demonstrated that the REEs (lanthanum through lutetium, including the magnetic Rare Earths neodymium, praseodymium, dysprosium, and terbium) can be selectively extracted and separated from the leach solution using an amide-based extractant.

Additional testing is planned at L3’s laboratory to further verify and optimize a Rare Earth recovery operation for the Elk Creek project as well as establish metallurgical performance and recovery data for three prospective Rare Earth products:

neodymium/praseodymium oxide, dysprosium oxide, and terbium oxide.

L3 is now in the process of constructing a small-scale integrated demonstration plant at its Quebec facility, which will address hydrometallurgical recommendations from the Company’s 2019 Feasibility Study as well as demonstrating potential Rare Earth recovery operations.

During the quarter ended December 31, 2021, NioCorp completed an engagement with Cementation US, Inc.

(“Cementation”) to provide a detailed cost estimate for the engineering associated with the temporary and permanent construction associated with the Elk Creek Project’s underground mine, along with a series of technical reviews and optimization studies around key elements of the existing mine design.

Should project financing be obtained, this work will accelerate Cementation’s ability to mobilize and commence mine construction and may result in cost savings during project execution should Cementation’s optimization recommendations be adopted by the Company.

the quarter ended December 31, 2021, NioCorp engaged Olsson to assist with the preparation of an Equator Principles program

for the Company, which includes an environmental and social assessment of the Elk Creek Project along with internal

procedures and management systems to formalize the Company’s longstanding commitment to leading Environmental and Social Governance (“ESG”) practices.

The Equator Principles are used by signatory financing entities to assess the ESG practices of financing opportunities.

Other Activities

Our long-term financing efforts continued during the quarter ended December 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:

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

Continued evaluation of the potential to produce Rare Earth products;

Negotiation and completion of engineering, procurement and construction agreements;

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

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

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

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

Initiation of revised mine groundwater investigation and control activities;

Initiation of long-lead equipment procurement activities;

Construction and operation of a small-scale demonstration plant to address process recommendations contained in the 2019 Feasibility Study and to quantify REE metallurgical performance.

Financial and Operating Results

The Company has no revenues from mining

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 December 31,

For the Six Months

Ended December 31,

Operating expenses

Employee-related

Employee-related costs

Professional fees

Exploration expenditures

operating expenses

Total operating

Change in financial

instrument fair value

Foreign exchange loss

Other operating expenses

Total operating expenses

Loss on debt extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Interest expense

Loss (gain) on equity

months ended September 30, 2021 compared to three months ended September 30, 2020

items affecting operating expenses are noted below:

fees declined slightly in 2021 as compared to 2020, primarily due to the timing of legal services and tax preparation costs.

expenditures increased in 2021 as compared to 2020, reflecting costs incurred in connection with process optimization and

REE assay analysis activities.

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

expenditures and other miscellaneous costs.

These costs decreased in 2021 as compared to 2020 primarily due to director options

issued in 2020, which were fully vested and expensed on the grant date, offset slightly by increased financial advisory fees incurred

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

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

dollar relative to the Canadian dollar in

2021, and a decrease in the U.S.

Loss (gain) on equity securities

Income tax expense

Six months ended December 31, 2021 compared to six months ended December 31, 2020

Significant items affecting operating expenses are noted below:

Employee-related costs increased in 2021 as compared to 2020 due to increased share-based compensation costs, which primarily reflected the impact of increased Common Share values in the Black Scholes model.

Options issued in both 2021 and 2020 were fully vested and expensed on the grant date.

Professional fees increased in 2021 as compared to 2020, primarily due to the timing of legal services related to SEC filings, including our shelf registration statement on Form S-3 filed in November 2021.

Exploration expenditures increased in 2021 as compared to 2020, reflecting costs incurred in connection with high pressure grinding rolls comminution testing, process optimization, demonstration plant EPC efforts, Equator Principles program development and efforts to update the existing mineral resource with REEs.

Other 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 increased financial advisory fees and investor relations fees associated with our ongoing financing efforts.

In addition, share-based compensation for directors and other advisors increased in 2021 as compared to 2020 due to increased share-based compensation costs, which primarily reflected the impact of increased Common Share values in the Black Scholes model.

Options issued in both 2021 and 2020 were fully vested and expensed on the grant date.

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

Other income for 2020 represents the one-time forgiveness of the Company’s U.S.

Small Business Administration Loan, which occurred on November 18, 2020.

Loss on extinguishment for 2020 represents the one-time loss incurred in connection with the December 18, 2020, conversion of the Nordmin accounts payable balance to a one-year convertible note (the “Nordmin Note”).

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

dollar relative to the Canadian dollar in 2021, and a decrease in the U.S.

dollar relative to the Canadian dollar in 2020.

expense increased in 2021 as compared to 2020 primarily due to the accretion of the Nordmin Note, which was issued in December

2020, as well as accretion of the Lind III Convertible Security, which was issued in February 2021.

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 September 30, 2021, the Company had cash of $5.9 million and a working capital surplus of $3.4 million, compared to cash of

$7.3 million and working capital surplus of $3.4 million on June 30, 2021.

expect that the Company will operate at a loss for the foreseeable future.

The Company’s current planned operational needs

are approximately $5.3 million until June 30, 2022.

Interest expense increased in 2021 as compared to 2020 primarily due to the accretion of the Nordmin Note, which was issued in December 2020, as well as accretion of the convertible security issued to Lind Global Asset Management III, LLC, which was issued in February 2021.

Three months ended December 31, 2021 compared to three months ended December 31, 2020

Overall, the increase in net loss for the three months ended December 31, 2021, as compared to the same period in 2020, is primarily the result of the same factors underlying the six-month changes as discussed above.

Liquidity and Capital Resources

We 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.

As of December 31, 2021, the Company had cash of $4.9 million and a working capital surplus of $2.6 million, compared to cash of $7.3 million and working capital surplus of $3.4 million on June 30, 2021.

We expect that

the Company will operate at a loss for the foreseeable future.

The Company’s current planned operational needs are

approximately $6.5 million until June 30, 2022.

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

average monthly expenditures are approximately $340 per month where approximately $250 is for corporate overhead and estimated

costs related to securing financing necessary for advancement of the Elk Creek Project.

Approximately $90 per month is planned

for expenditures relating to the advancement of Elk Creek Project by NioCorp’s wholly owned subsidiary, Elk Creek Resources

The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability

to secure additional financing.

Company anticipates that it may not have sufficient cash to continue to fund basic operations for the next twelve months, and

additional funds totaling $0.5 million to $1.0 million are likely to be necessary to 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

Creek property lease commitments are $15 until June 30, 2022.

To maintain our currently held properties and fund our currently

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

fiscal year ending June 30, 2022, 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 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 is currently pursuing 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.

Management 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.

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.

on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements

for the year ended June 30, 2021, 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

average monthly planned expenditures are approximately $677 per month where approximately $259 is for corporate overhead and

estimated costs related to securing financing necessary for advancement of the Elk Creek Project.

Approximately $418 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 may not have sufficient cash to continue to fund basic operations for the next twelve months, and additional funds totaling $1.0 million to $2.0 million are likely to be necessary to 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.

Elk Creek property lease commitments are $13 until June 30, 2022.

To maintain our currently held properties and fund our currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, 2022, the Company will likely require additional financing during the current fiscal year.

Should 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.

We currently have no further funding commitments or arrangements for additional financing at this time, other than 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 is currently pursuing 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.

Management 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.

Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the year ended June 30, 2021, 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.

The continuing COVID-19 pandemic 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

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.

The continuing COVID-19 pandemic 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 three months ended September 30, 2021, the Company’s operating activities consumed $1.6 million of cash (2020:

The cash used in operating activities for the three months ended September 30, 2021, reflects the Company’s funding

of losses of $2.0 million, partially offset by the accretion of convertible debt, other non-cash transactions and a $0.3 million

increase in prepaid expenses.

Overall, operational outflows during the three months ended September 30, 2021, increased from the

corresponding period of 2020 due to an increase in spending at the Elk Creek Project and a prepayment related to planned process

optimization testing.

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 $0.3 million during the three months ended September 30, 2021, as compared to $1.3 million during the corresponding

period in 2020, primarily reflecting the timing of warrant and option exercises 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.

We 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 conditions.

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.

Operating Activities

During the six months ended December 31, 2021, the Company’s operating activities consumed $3.0 million of cash (2020:

$1.8 million).

The cash used in operating activities for the six months ended December 31, 2021, reflects the Company’s funding of losses of $5.4 million, partially offset by the accretion of convertible debt, share-based compensations costs and other non-cash transactions and a $0.3 million increase in prepaid expenses.

Overall, operational outflows during the six months ended December 31, 2021, increased from the corresponding period of 2020 due to an increase in spending at the Elk Creek Project and a prepayment related to planned process optimization testing.

Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.

Financing Activities

Financing inflows were $0.6 million during the six months ended December 31, 2021, as compared to $1.6 million during the corresponding period in 2020, primarily reflecting the timing of warrant and option exercises and related party debt repayments during the comparative periods.

Cash Flow Considerations

As 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.

See “ Liquidity and Capital Resources ” above for the Company’s discussion

of arrangements related to possible future financings.

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, 2021,

in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

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” as of June

30, 2021, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

The Company 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.

The 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.

The 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.

See “ Liquidity and Capital Resources ” above for the Company’s discussion of arrangements related to possible future financings.

Contractual Obligations

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, 2021, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, other than reductions in convertible debt balances as noted in Note 5 to the financial statements accompanying this Quarterly Report on Form 10-Q, and the extension of the term of the related party credit facility as discussed in Note 7 to the financial statements accompanying this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Critical Accounting Policies

There 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” as of June 30, 2021, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

Federal Income Tax Considerations

Company has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the

The Company has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S.

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

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

federal tax treatment of PFICs.

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

of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, under the heading “Risks Related

to the Common Shares.”

Company has one class of shares, being Common Shares.

A summary of outstanding shares, share options, warrants, and convertible

debt option as of November 5, 2021, is set out below, on a fully-diluted basis.

Shares Outstanding

Additional information on this matter is included in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, under the heading “Risks Related to the Common Shares.”

The Company has one class of shares, being Common Shares.

A summary of outstanding shares, share options, warrants, and convertible debt option as of February 4, 2022, is set out below, on a fully-diluted basis.

Common Shares

(fully diluted)

exercisable into one Common Share

Common Shares issuable on conversion of aggregate outstanding principal amounts of US$8.5

million of convertible debt as of November 5, 2021, assuming a market price per Common Share

of $0.80 on that date.

Stock options 1

Convertible Debt 2

Each exercisable into one Common Share

Common Shares issuable on conversion of aggregate outstanding principal amounts of $6.15 million

of convertible debt as of February 4, 2022, assuming a market price per Common Share of $0.79

on that date.

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 2. Management’s Discussion and Analysis