What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-05-06 · 373 added, 269 removed, 153 unchanged (81% of the section changed)

FINANCIAL STATEMENTS

Condensed consolidated balance sheets as of March 31, 2022 and June 30, 2021 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2022 and 2021 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended March 31, 2022 and 2021 (unaudited)

Condensed consolidated statements of shareholders’ equity for the three and nine months ended March 31, 2022 and 2021 (unaudited)

Condensed consolidated balance sheets as of September 30, 2022 and June 30, 2022 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2022 and 2021 (unaudited)

Condensed consolidated statements of cash flows for the three months ended September 30, 2022 and 2021 (unaudited)

Condensed consolidated statements of shareholders’ equity for the three months ended September 30, 2022 and 2021 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

3 unchanged sentences

dollars, except share data) (unaudited)

September 30,

Prepaid expenses and other

Total current assets

Deferred transaction costs

Investment in equity securities

7 unchanged sentences

Total current liabilities

Convertible debt, net of current

Operating lease liability

3 unchanged sentences

shares outstanding:

268,083,716 at March 31, 2022 and 256,379,931 at June 30, 2021

279,393,227 at September 30, 2022 and 276,670,606 at June 30, 2022

Accumulated deficit

2 unchanged sentences

Total liabilities and equity

The accompanying notes are an integral part

of these condensed consolidated financial statements.

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

NioCorp Developments Ltd.

2 unchanged sentences

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

For the three months ended

For the nine months ended

For the three months ended September 30,

Operating expenses

4 unchanged sentences

Total operating expenses

Loss on debt extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Foreign exchange loss

Interest expense

Other loss (gain) on equity securities

Other (gain) loss on equity securities

Loss before income taxes

12 unchanged sentences

dollars) (unaudited)

For the nine months ended

For the three months

ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operations:

Change in financial instrument fair value

Unrealized loss (gain) on equity securities

Unrealized (gain) loss on equity securities

Accretion of convertible debt

Noncash lease expense

Gain on debt forgiveness

Loss on debt extinguishment

Foreign exchange loss (gain)

Share-based compensation

Foreign exchange loss

Change in working capital items:

7 unchanged sentences

Proceeds from issuance of common shares

Loan repayments

Share issuance costs

Proceeds from debt issuance, net of expenses

Share issue costs

Related party debt repayments

9 unchanged sentences

Conversions of debt for common shares

Recognition of operating lease liabilities

Loan amounts forgiven

Accounts payable to convertible debt conversion

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Deferred transaction costs, accrued but not paid

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

(expressed in thousands of U.S.

dollars, except for Common Shares outstanding) (unaudited)

For the nine months ended March 31, 2022 and 2021

For the three months ended September 30, 2022 and 2021

Comprehensive

2 unchanged sentences

Exercise of options

Fair value of warrant granted

Debt conversions

Share issuance costs

Share-based compensation

Reporting currency presentation

Reporting currency translation

Loss for the period

Balance, March 31, 2021

Balance, September 30, 2021

Balance, June 30, 2022

2 unchanged sentences

Debt conversions

Share-based compensation

Reporting currency presentation

Loss for the period

Balance, March 31, 2022

$ ( 106,310 )

For the three months ended March 31, 2022 and 2021

Comprehensive

Balance, December 31, 2020

Exercise of warrants

Exercise of options

Fair value of warrant granted

Debt conversions

Share-based compensation

Reporting currency presentation

Loss for the period

Balance, March 31, 2021

Balance, December 31, 2021

$ ( 104,494 )

Exercise of options

Debt conversions

Share-based compensation

Reporting currency presentation

Share issuance costs

Reporting currency translation

Loss for the period

Balance, March 31, 2022

$ ( 106,310 )

Balance, September 30, 2022

The accompanying notes are an integral

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

September 30, 2022

(expressed in thousands of

1 unchanged sentence

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.

financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of

liabilities at their carrying values in the normal course of business for the foreseeable future.

These financial statements do

not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to

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.

BASIS OF PREPARATION

NioCorp Developments Ltd.

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.

These consolidated financial

statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities

at their carrying values in the normal course of business for the foreseeable future.

These financial statements do not reflect

any adjustments that may be necessary if the Company is unable to continue as a going concern.

The Company currently earns

no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial

As further discussed in Note 4, these matters raised substantial doubt about the Company's ability to continue as a

going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining additional financing

and maintaining continued support from its shareholders and creditors.

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”).

The interim condensed consolidated financial statements include the consolidated

accounts of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

The accounting

policies followed in preparing these interim condensed consolidated financial statements are those used by the Company as set

out in the audited consolidated financial statements for the year ended June 30, 2021.

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, 2022, and for all periods presented,

have been included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures

normally included in the consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted

pursuant to appropriate SEC rules and regulations.

These interim condensed consolidated financial statements should be read in

conjunction with the audited consolidated financial statements for the year ended June 30, 2021.

The interim results are not necessarily

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

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.

and Not Effective

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.

Basis of Preparation and Consolidation

The 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”).

The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries

with all significant intercompany transactions eliminated.

The accounting policies followed in preparing these interim condensed

consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for

the year ended June 30, 2022.

Certain transactions include reference to Canadian dollars (“C$”) where applicable.

In the opinion of management,

all adjustments considered necessary (including reclassifications and normal recurring adjustments) for a fair statement of the financial

position, results of operations, and cash flows at September 30, 2022, and for all periods presented, have been included in these

interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included in the consolidated

financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to appropriate SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial

statements for the year ended June 30, 2022.

The interim results are not necessarily indicative of results for the full year ending

June 30, 2023, or future operating periods.

Recent Accounting Standards

Issued and Adopted

In August 2020, the FASB issued

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

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 adopted ASU 2020-06 on July 1, 2022, with no material effect on the Company’

s current financial position, results of operations or financial statement disclosures.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

September 30, 2022

(expressed in thousands of U.S.

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

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.

Issued and Not Effective

From time to time, new accounting

pronouncements are issued by the FASB 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.

Use of Estimates

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

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of the financial statements, and the reported amounts of expenses during the reporting period.

The Company regularly evaluates

estimates and assumptions related to the deferred income tax asset valuations, convertible debt valuations, and share-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes

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.

Basic and Diluted

Earnings per Share

net loss per share is computed by dividing net loss by the weighted average number of Common Shares outstanding during the

Diluted net loss per share is computed by dividing the net loss by the weighted-average number of Common Share

equivalents outstanding for the period determined using the treasury stock method or the if-converted method, as applicable.

For purposes of this calculation, options to purchase Common Shares (“Options”) and warrants to purchase Common

Shares (“Warrants”) are considered to be Common Share equivalents and are only included in the calculation of

diluted net loss per share when their effect is dilutive.

The following shares underlying Options, Warrants, and outstanding

convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from

the dilutive securities computation for the three and nine months ended March 31, 2022 and 2021, as indicated

of excluded from the dilutive securities

potentially dilutive securities (1) :

The preparation of consolidated

financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements,

and the reported amounts of expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related

to the deferred income tax asset valuations, convertible debt valuations, and share-based compensation.

The Company bases its estimates

and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the

circumstances, the results of which form the basis for making judgments about the other sources.

The 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.

Basic and Diluted Earnings per Share

Basic net loss per share is computed

by dividing net loss by the weighted average number of Common Shares outstanding during the period.

Diluted net loss per share

is computed by dividing the net loss by the weighted-average number of Common Share equivalents outstanding for the period determined

using the treasury stock method or the if-converted method, as applicable.

For purposes of this calculation, options to purchase

Common Shares (“Options”) and warrants to purchase Common Shares (“Warrants”) are considered to be Common

Share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive.

The following

shares underlying Options, Warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods

presented and, therefore, were excluded from the dilutive securities computation as indicated below.

Schedule of excluded from the dilutive securities

For the three months ended September 30,

Excluded potentially dilutive securities (1) :

Convertible debt

Total potential

dilutive securities

number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as

of the period end.

Such amounts have not been adjusted for the treasury stock method or weighted average

outstanding calculations as required if the securities were dilutive.

GOING CONCERN ISSUES

Company incurred a loss of $ 7,234 for the nine months ended March 31, 2022 (2021 - $ 3,147 ) and had a working capital deficit of

$ 1,379 and an accumulated deficit of $ 106,310 as of March 31, 2022.

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

its mining operations and accordingly does not generate any revenue.

As of March 31, 2022, the Company had cash of $ 3,464 , 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.

Total potential dilutive securities

The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end.

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.

As previously reported, the

Company restated its consolidated balance sheets as of June 30, 2022 and 2021, and consolidated statements of operations and comprehensive

income, equity and cash flows for the years ended June 30, 2022 and 2021.

In addition, the restatement impacted the

first, second and third quarters of our fiscal year ended June 30, 2022.

The summarized restatement impacts for the comparable

interim period in fiscal year 2022 are presented below.

The restatement corrects errors related to the accounting for

the unamortized deferred financing costs and debt discounts upon extinguishments of debt related to debt conversions.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

September 30, 2022

(expressed in thousands of U.S.

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

Company’s ability to continue operations and fund its expenditures, which have historically averaged approximately $1,118

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 future.

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

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.

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.

Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)

For the Three Months Ended September 30, 2021

For the three months ended September 30, 2021

As Previously Reported

Foreign exchange loss

Interest expense

Loss before income taxes

Reporting currency translation

Total comprehensive loss

Restatement Impacts to the Condensed Consolidated Statement of Cash Flows

Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited)

the Three Months Ended September 30, 2021

As Previously Reported

CASH FLOWS FROM OPERATING ACTIVITIES

Total loss for the period

Accretion of convertible debt

Foreign exchange loss

Restatement Impact to the Condensed Consolidated Statement of Shareholders' Equity

Impacts to the Condensed Consolidated Statement of Shareholders' Equity (unaudited)

the Three Months Ended September 30, 2021

As Previously

June 30, 2021 opening balance adjustments:

Accumulated other comprehensive loss

Total Shareholders’ equity

Activity adjustments:

Loss for the period

Reporting currency translation

September 30, 2021 ending balance adjustments:

Accumulated other comprehensive loss

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022

(expressed in thousands of U.S.

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

GOING CONCERN ISSUES

The Company incurred a loss

of $ 2,554 for the three months ended September 30, 2022 (2021 - $ 2,088 ) and had a working capital deficit of $ 3,130 and an accumulated

deficit of $ 112,951 as of September 30, 2022.

As a development stage issuer, the Company has not yet commenced its mining operations

and accordingly does not generate any revenue.

As of September 30, 2022, the Company had cash of $ 3,192 which may not be sufficient

to fund normal operations for the next twelve months without deferring payment on certain liabilities or 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.

The Company’s ability

to continue operations and fund its expenditures, which have historically averaged approximately $ 1,265 per quarter over the preceding three-year period, 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 future.

than the proposed business combination and potential financing packages discussed in Note 13, the Company did not have any further

funding commitments or arrangements for additional financing as of September 30, 2022.

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.

Since 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 and subsequent COVID-19 variants.

In addition, recent worldwide events have created

general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions, increased interest rates,

and the potential for geographic recessions.

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.

The full extent to which these

events 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.

DEFERRED TRANSACTION COSTS

The Company has deferred third-party costs, including legal fees, other professional

and consulting fees, and due diligence fees, incurred in connection with the proposed transaction discussed in Note 13.

are deferred until closing, at which time a portion of the costs will be recorded against convertible debt to be entered into in connection with the proposed

transaction, with the remainder treated as a reduction to the value of Common Shares issued.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

of account payable and accrued liabilities

payable, trade

payable to related party

Total accounts payable

and accrued liabilities

CONVERTIBLE DEBT

of convertible debt

III convertible security

Non-current portion

III convertible security

September 30,

Accounts payable, trade

Accounts payable accruals

Consent accrual

Interest payable to related party

Other accruals

Total accounts payable and accrued liabilities

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

September 30, 2022

(expressed in thousands of U.S.

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

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:

June 30, 2021

March 31, 2022

on the Company’s closing Common Share price of C$1.08 as of March 31, 2022, conversion of the remaining Lind III Convertible

Security balance, including accrued interest, would require the issuance of approximately 6,329,000 Common Shares.

CONVERTIBLE DEBT

Changes in the convertible security

(the “Lind III Convertible Security”) issued to Lind Global Asset Management III, LLC, are as follows:

Balance, June 30, 2022

Accretion expense

Balance, September 30, 2022

Based on the Company’s

closing Common Share price of C$ 1.43 as of September 30, 2022, conversion of the remaining Lind III Convertible Security undiscounted

face value of $ 815 (including accrued interest) would require the issuance of approximately 1,030,000 Common Shares.

For each C$ 0.01

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

approximately 59,000 shares .

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

8,000 shares.

COMMON SHARES

a) Stock Options

Schedule of stock option

Exercise Price

June 30, 2021

Balance, June 30, 2022

Cancelled/expired

March 31, 2022

December 17, 2021, the Company granted 3,975,000 options to purchase Common Shares (“Options”) at a fair value price

of $C0.50 per Option, based on Black-Scholes models with an average risk-free rate of 1.18%, average share price volatility of

53.9%, and a three-year expected option life.

following table summarizes information about Options outstanding at March 31, 2022:

Balance, September 30, 2022

The following table summarizes

information about Options outstanding at September 30, 2022:

Schedule of information about stock options outstanding

Exercise Price

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$1.08 as of March 31, 2022, that would have been received by the Option holders had all Option holders exercised

their Options as of that date.

There were 10,114,000 in-the-money Options vested and exercisable as of March 31, 2022.

31, 2022, there was $0 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under

the Option plans.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

Intrinsic Value

November 9, 2022

September 18, 2023

November 15, 2023

December 14, 2023

December 16, 2023

December 17, 2024

The aggregate intrinsic value

in the preceding table represents the total intrinsic value, based on the Company’s closing Common Share price of C$ 1.43

as of September 30, 2022, that would have been received by the Option holders had all Option holders exercised their Options as

of that date.

There were no in-the-money Options vested and exercisable as of September 30, 2022.

As of September 30, 2022, there

was $ 0 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Option plans.

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 warrant transactions

June 30, 2021

March 31, 2022

March 31, 2022, the Company had outstanding exercisable Common Share purchase warrants (“Warrants”), as follows:

Balance, June 30, 2022

Cancelled/expired

Balance, September 30, 2022

September 30, 2022, the Company had outstanding exercisable Common Share purchase warrants (“Warrants”), as follows:

Schedule of outstanding exercisable warrants

PARTY TRANSACTIONS AND BALANCES

6 unchanged sentences

for a facility of its size and nature.

On December 13, 2021, the maturity date for the Smith Credit Facility was extended from

December 15, 2021, to June 30, 2022.

As of March 31, 2022, the principal amount outstanding under the Smith Credit Facility was

July 23, 2021, the Company paid Mr.

Smith $ 40 related to accrued interest outstanding on the Smith Credit Facility.

Accounts payable

and accrued liabilities as of March 31, 2022, include accrued interest of $ 158 payable under the Smith Credit Facility.

The maturity date for the Smith Credit Facility is June 30, 2023.

of September 30, 2022, the principal amount outstanding under the Smith Credit Facility was $ 2,000 and accounts payable and accrued

liabilities as of September 30, 2022, include accrued interest of $ 51 payable under the Smith Credit Facility.

Schedule of exploration expenditures

the Three Months Ended

the Nine Months Ended

studies and engineering

management and other

Metallurgical

and field staff

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

For the Three Months

Ended September 30,

Technical studies and engineering

Field management and other

Metallurgical development

Geologists and field staff

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Company incurred lease costs as follows:

the Three Months Ended

the Nine Months Ended

term lease cost

cost – other operating expense

cost – exploration expenditures

maturities of lease liabilities are as follows at March 31, 2022:

Year Lease Maturities

and thereafter

lease payments

For the Three Months

Ended September 30,

Operating Lease Cost:

Fixed rent expense

Variable rent expense

Short term lease cost

Sublease income

Net lease cost – other operating expense

maturities of lease liabilities are as follows at September 30, 2022:

Lease Maturities

lease payments – through September 2023

portion of payments representing interest

value of lease payments

current portion of lease liability

lease liability

value of lease payments – current lease liability

VALUE MEASUREMENTS

13 unchanged sentences

cost, which management believes approximates fair value due to the short-term nature of these instruments.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2022

(expressed in thousands of

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

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

of March 31, 2022, and June 30, 2021, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

of September 30, 2022, and June 30, 2022, 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.

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

of March 31, 2022

cash equivalents

of June 30, 2021

cash equivalents

Lind III Convertible Security discussed in Note 5 was initially recorded at fair value, which represented a nonrecurring fair

value measurement using a Level 3 input.

At March 31, 2022, the estimated fair value of this instrument approximates carrying

value given that the instrument was issued in fiscal 2021 and has a short time period until maturity.

As of September 30, 2022

Cash and cash equivalents

Equity securities

As of June 30, 2022

Cash and cash equivalents

Equity securities

Lind III Convertible Security discussed in Note 7 was initially recorded at fair value, which represented a nonrecurring

fair value measurement using a Level 3 input.

At September 30, 2022 and June 30, 2022, the estimated fair value of this instrument

approximated carrying value given that the instrument was issued in fiscal 2021 and has a short time period until

September 25, 2022, the Company, GX Acquisition Corp.

II, a Delaware corporation (“GXII”), and Big Red Merger Sub

Ltd (“Merger Sub”), a Delaware corporation incorporated in September 2022, and a direct, wholly owned subsidiary

of the Company, entered into a business combination agreement (the “Business Combination Agreement”).

the Business Combination Agreement, as the result of a series of transactions, GXII will become a subsidiary of the Company

(as successor by merger to the Company’s subsidiary, Elk Creek Resources Corporation, a Delaware corporation

(“ECRC”)), with the pre-combination public shareholders of GXII receiving Common Shares based on a fixed exchange

ratio of 11.1829212 (the “Exchange Ratio”) Common Shares for each GXII Class A common share held and not

redeemed, and the GXII founders receiving shares in GXII (as successor by merger to ECRC) based on the Exchange Ratio.

Pursuant to the Business Combination Agreement, after closing, the GXII founders will have the right to exchange such shares

for Common Shares on a one-for-one basis under certain conditions.

Pursuant to the Business Combination Agreement, the

Company will also assume the obligations under the issued and outstanding GXII warrants, which will be converted into

warrants exercisable into Common Shares following closing of the Transaction.

The Business Combination Agreement contemplates

that the Company will undertake a reverse stock split of the Common Shares at the time of close in connection with an

expected cross-listing to the Nasdaq Stock Market (“Nasdaq”).

In addition, pursuant to the Business Combination Agreement,

post-closing, the Company’s Board will include two directors from pre-combination GXII.

The transactions contemplated

by the Business Combination Agreement and the ancillary agreements thereto are referred to collectively as the

“Transaction.”

As currently structured, the Business Combination Agreement is expected to be accounted for as a recapitalization in accordance

Under this method of accounting, GXII will be treated as the “acquired” company for financial reporting

Accordingly, the transaction is treated as the equivalent of NioCorp issuing Common Shares for the net assets of GXII,

accompanied by a recapitalization.

The net assets of GXII will be stated at historical cost, with no goodwill or other intangible

assets recorded.

addition, in connection with the entry into the Business Combination Agreement, the Company announced the signing of non-binding

letters of intent (“LOIs”) for two separate financing packages with Yorkville Advisors Global, LP (“Yorkville”).

Subject to entering into definitive agreements, these financings could provide the Company with access to up to an additional

$ 81.0 million to help advance the Elk Creek Project.

The financings contemplated by the LOIs include $ 16.0 million in convertible

debentures that are expected to be funded at the closing of the Transaction, and subject to certain limitations can be repaid

by the Company in either cash or Common Shares, and a standby equity purchase facility pursuant to which the Company will have

the ability to

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $ 65.0 million

of its Common Shares.

proposed Transaction is expected to close in the first calendar quarter of 2023, subject to the satisfaction or waiver of certain

customary closing conditions contained in the Business Combination Agreement, including, among other things, (i) obtaining required

approvals of the Transaction and related matters by the respective shareholders of NioCorp and GXII, (ii) the effectiveness of

the registration statement on Form S-4 that the Company originally filed on November 7, 2022, (iii) receipt of approval for listing

on Nasdaq of the NioCorp Common Shares to be issued in connection with the Transaction, (iv) receipt of approval for listing on

Nasdaq of the NioCorp warrants to be issued in exchange for the GXII warrants that NioCorp has agreed to assume, (v) receipt of

approval from the TSX with respect to the issuance and listing of the NioCorp Common Shares issuable in connection with the Transaction,

(vi) that NioCorp and its subsidiaries (including GXII, as successor by merger to ECRC) will have at least $ 5.000001 million of

net tangible assets upon the consummation of the Transaction, after giving effect to any redemptions by GXII public stockholders

and after payment of underwriters’ fees or commissions, (vii) that, at closing, NioCorp and its subsidiaries (including

GXII, as successor by merger to ECRC) will have received cash in an amount equal to or greater than $ 15.0 million, subject to

certain adjustments, and (viii) the absence of any injunctions enjoining or prohibiting the consummation of the Business Combination

The proposed additional financings contemplated by the LOIs will also be subject to the approval of the TSX and the

Company’s shareholders.

September 25, 2022, the Company and Lind entered into an agreement (the “Lind Consent”), which included the following

principal terms:

(i) the consent of Lind to the Transaction and Yorkville financing transactions, including all actions taken

by NioCorp as set out in the Business Combination Agreement to permit the completion of the Transaction;

(ii) the consent of Lind

to NioCorp’s expected Nasdaq listing and the consolidation of the NioCorp Common Shares in order to meet the minimum listing

requirements thereof;

(iii) the waiver of Lind of its participation right for up to 15 % of the total offering in the proposed

standby equity purchase agreement between NioCorp and Yorkville;

and (iv) the waiver of Lind of certain restrictive covenants

in the Lind III Convertible Security.

consideration for entering into the Lind Consent, Lind received, amongst other things:

(i) the right to receive payment of $ 500 ,

which will be reduced to $ 200 if the Transaction have not been consummated on or before April 30, 2023 (collectively, the Consent

(ii) an extension of its existing participation rights under the Lind III Convertible Security in future financings

of NioCorp for a further two year period, subject to certain exceptions as well as an extension of such participation rights beyond

the additional two year period if Yorkville or any affiliate is a party to any such applicable transaction;

and (iii) the right

to receive additional warrants (the “Consent Warrants”) if on the date that is eighteen months following consummation

of the Transaction, the closing trading price of the NioCorp Common Shares on the TSX or such other stock exchange on which such

shares may then be listed, is less than C$ 1.00 , subject to adjustments.

The number of Consent Warrants to be issued is based on

the Canadian dollar equivalent (based on the then current Canadian to US dollar exchange rate as reported by Bloomberg, LP) of

$ 5.0 million divided by the five-day VWAP of NioCorp Common Shares on the date of issuance.

Further, the number of Consent Warrants

issued will be proportionately adjusted based on the percentage of warrants currently held by Lind that are exercised, if any,

prior to the issuance of any Consent Warrants.

final Consent Payment value and the issuance of Consent Warrants under the Lind Consent, if any, are subject to shareholders’

approval of the Transaction, an event which is outside of management control.

Therefore, pending shareholders’ approval

of the Transaction, the Company has included the minimum $ 200 payment at September 30, 2022, as an accrued liability (see Note

6) with a corresponding increase in deferred transaction costs.

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