What changed in this filing

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Item 1. Financial Statements

2023-02-13 compared with 2022-11-14 · 601 added, 301 removed, 225 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

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)

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

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

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

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

Notes to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of

Developments Ltd.

Consolidated Balance Sheets

in thousands of U.S.

dollars, except share data) (unaudited)

September 30,

Prepaid expenses and other

14 unchanged sentences

Common shares, unlimited shares authorized;

shares outstanding:

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

282,420,651 at December 31, 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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive

(expressed in thousands of

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

Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

in thousands of U.S.

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

For the three months ended September 30,

For the three months ended

For the six months ended

Operating expenses

4 unchanged sentences

Total operating expenses

Foreign exchange loss

Foreign exchange (gain) loss

Interest expense

Other (gain) loss on equity securities

Gain on sale of assets

Other loss on equity securities

Loss before income taxes

6 unchanged sentences

Weighted average common shares outstanding

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of

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

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

dollars) (unaudited)

For the three months

ended September 30,

For the six months ended

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

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

Unrealized (gain) loss on equity securities

Unrealized loss on equity securities

Accretion of convertible debt

Gain on sale of assets

Noncash lease expense

Foreign exchange loss

Share-based compensation

Change in working capital items:

4 unchanged sentences

Acquisition of land and buildings

Net cash used in financing activities

Proceeds from sale of assets

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common shares

Share issue costs

Share issuance costs

Payments of deferred transaction costs

Related party debt repayments

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Exchange rate effect on cash and cash equivalents

1 unchanged sentence

Cash and cash equivalents, beginning of period

Cash and cash equivalent, end of period

Cash and cash equivalents, end of period

Supplemental cash flow information:

4 unchanged sentences

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 U.S.

dollars, except for Common Shares outstanding) (unaudited)

For the three months ended September 30, 2022 and 2021

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

Developments Ltd.

Consolidated Statements of Shareholders’ Equity

in thousands of U.S.

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

For the three months ended December 31, 2022 and 2021

Comprehensive

Balance, September 30, 2021

$ ( 101,598 )

Exercise of options

Debt conversions

Share-based compensation

Reporting currency translation

Loss for the period

Balance, December 31, 2021

$ ( 105,590 )

Balance, September 30, 2022

$ ( 112,951 )

Exercise of options

Debt conversions

Share-based compensation

Share issuance costs

Reporting currency translation

Loss for the period

Balance, December 31, 2022

$ ( 115,159 )

For the six months ended December 31, 2022 and 2021

Comprehensive

Balance, June 30, 2021

2 unchanged sentences

Debt conversions

Share-based compensation

Share issuance costs

1 unchanged sentence

Loss for the period

Balance, September 30, 2021

Balance, December 31, 2021

$ ( 105,590 )

Balance, June 30, 2022

$ ( 110,397 )

Exercise of warrants

1 unchanged sentence

Debt conversions

Share-based compensation

Share issuance costs

1 unchanged sentence

Loss for the period

Balance, September 30, 2022

The accompanying notes are an integral

part of these condensed consolidated financial statements.

Balance, December 31, 2022

$ ( 115,159 )

The accompanying notes are

an integral part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022

December 31, 2022

(expressed in thousands of

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

DESCRIPTION OF BUSINESS

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.

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.

These interim condensed 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.

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 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.

OF PREPARATION

Basis of Preparation

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

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 (“U.S.

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.

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 December 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 U.S.

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

August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

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

9 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2022

(expressed in thousands of U.S.

December 31, 2022

(expressed in thousands of

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

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.

and Not Effective

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

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

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

Use of Estimates

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.

preparation of consolidated financial statements in conformity with U.S.

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 the Company’s common shares, no par

value (“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 for the three- and six-month periods ended December 31, 2022 and 2021, as indicated below.

Schedule of excluded from the dilutive securities

For the three months ended September 30,

For the three and six months ended December 31,

Excluded potentially dilutive securities (1) :

1 unchanged sentence

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.

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

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

calculations as required if the securities were dilutive.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

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

2 unchanged sentences

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

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

the Three Months Ended December 31, 2021

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

For the three months ended December 31, 2021

As Previously Reported

Restatement Impacts

Interest expense

Loss before income taxes

Reporting currency translation

Total comprehensive loss

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

the Three Months Ended December 31, 2021

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

As Previously Reported

Restatement Impacts

September 30, 2021 opening balance adjustments:

$ ( 101,036 )

$ ( 101,598 )

Accumulated other comprehensive loss

Total Shareholders’ equity

Activity adjustments:

Loss for the period

Reporting currency translation

December 31, 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.

December 31, 2022

(expressed in thousands of

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

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

the Six Months Ended December 31, 2021

For the six months ended December 31, 2021

As Previously Reported

Restatement Impacts

Foreign exchange loss

3 unchanged sentences

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

the Six Months Ended December 31, 2021

As Previously Reported

Restatement Impacts

CASH FLOWS FROM OPERATING ACTIVITIES

2 unchanged sentences

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

the Six Months Ended December 31, 2021

As Previously Reported

Restatement Impacts

June 30, 2021 opening balance adjustments:

4 unchanged sentences

Reporting currency translation

September 30, 2021 ending balance adjustments:

December 31, 2021 ending balance adjustments:

Accumulated other comprehensive loss

CONCERN ISSUES

Company incurred a loss of $ 4,762 for the six months ended December 31, 2022 (2021 - $ 6,080 ) and had a working capital deficit

of $ 6,552 and an accumulated deficit of $ 115,159 as of December 31, 2022.

As a development stage issuer, the Company has not yet

commenced its mining operations and accordingly does not generate any revenue.

As of December 31, 2022, the Company had cash of

$ 424 which is not sufficient to fund normal operations for the next twelve months without deferring payment on certain liabilities

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2022

(expressed in thousands of U.S.

December 31, 2022

(expressed in thousands of

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

September 30,

additional funds.

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

of operations.

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

Company’s ability to continue operations and fund its expenditures, which have averaged approximately $ 1,400 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.

Other than the proposed business combination and potential financing packages discussed

in Notes 14 and 15, the Company did not have any further funding commitments or arrangements for additional financing as of December

These interim condensed 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 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.

AND BUILDINGS, NET

October 2022, the Company entered into an agreement with the State of Nebraska (the “State”) to sell a strip of Company-owned

land totaling approximately 1.27 acres located adjacent to State Highway 50 in connection with highway improvements to be completed

by the State, for $ 21 , inclusive of estimated fence replacement costs.

The Company recorded a gain of $ 13 associated with this

TRANSACTION COSTS

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 14.

These costs are deferred until closing, at which time

a portion of the directly attributable 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.

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities

Accounts payable, trade

6 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

September 30, 2022

(expressed in thousands of U.S.

December 31, 2022

(expressed in thousands of

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

CONVERTIBLE DEBT

Changes in the convertible security

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

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

(“Lind”), are as follows:

Lind III Convertible Security

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

8,000 shares.

Balance, December 31, 2022

on the Company’s closing Common Share price of C$ 1.00

as of December 31, 2022, conversion of the remaining

Lind III Convertible Security undiscounted face value of $ 515

(including accrued interest) would require the

issuance of approximately 816,000

Common Shares.

a) Stock Options

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 8,000 shares .

Schedule of stock option

Number of Options

Weighted Average Exercise Price

Balance, June 30, 2022

( 2,605,819 )

Cancelled/expired

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

( 1,898,181 )

Balance, December 31, 2022

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

Number Outstanding

Intrinsic Value

1 unchanged sentence

November 15, 2023

September 18, 2023

November 15, 2023

December 14, 2023

1 unchanged sentence

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.

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

Share price of C$ 1.00 as of December 31, 2022, that would have been received by the Option holders had all Option holders exercised

their Options as of that date.

As of December 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

December 31, 2022

(expressed in thousands of

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

Schedule of warrant transactions

Average Exercise Price

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:

Balance, December 31, 2022

December 31, 2022, the Company had outstanding exercisable Warrants, as follows:

Schedule of outstanding exercisable warrants

June 30, 2024

February 19, 2025

PARTY TRANSACTIONS AND BALANCES

7 unchanged sentences

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.

of December 31, 2022, the principal amount outstanding under the Smith Credit Facility was $ 2,000 and accounts payable and accrued

liabilities as of December 31, 2022, include accrued interest of $ 102 payable under the Smith Credit Facility.

Schedule of exploration expenditures

For the Three Months

Ended September 30,

Technical studies and engineering

Three Months Ended December 31,

Six Months Ended December 31,

studies and engineering

Field management and other

1 unchanged sentence

Geologists and field staff

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

Company incurred lease costs as follows:

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

Three Months Ended December 31,

Six Months Ended December 31,

Net lease cost –

other operating expense

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

Future Lease Maturities

Total remaining lease payments

portion of payments representing interest

value of lease payments – current lease liability

Present value of

lease payments – current lease liability

VALUE MEASUREMENTS

Company measures the fair value of financial assets and liabilities based on US GAAP guidance which defines fair value, establishes

Company measures the fair value of financial assets and liabilities based on U.S.

GAAP guidance which defines fair value, establishes

a framework for measuring fair value, and expands disclosures about fair value measurements.

12 unchanged sentences

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

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.

of December 31, 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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

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

As of September 30, 2022

December 31, 2022

Cash and cash equivalents

Equity securities

As of June 30, 2022

Investment in equity securities

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

Investment in equity securities

Lind III Convertible Security discussed in Note 8 was initially recorded at fair value, which represented a nonrecurring fair

value measurement using a Level 3 input.

At December 31, 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 maturity.

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

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”).

Pursuant to 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

of the Transaction (as defined below) (the “Transaction 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

following the Transaction Closing.

The Business Combination Agreement contemplates that the Company will undertake a reverse stock

split of the Common Shares at the time of the Transaction Closing 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 of Directors 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.”

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

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

3 unchanged sentences

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

1 unchanged sentence

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.

the registration statement on Form S-4 that the Company originally filed on November 7, 2022, and amended on December 22, 2022,

January 17, 2023, January 31, 2023, and February 6, 2023, and was declared effective by the SEC on February 8, 2023, (iii) receipt

of approval for listing on Nasdaq of the Common Shares to be issued in connection

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

with the Transaction, (iv) receipt of approval for listing on Nasdaq of the Warrants to be issued in exchange for the

GXII warrants that NioCorp has agreed to assume, (v) receipt of approval from the Toronto Stock Exchange (“TSX”) with

respect to the issuance and listing of the 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 the Transaction 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 Agreement.

The proposed additional

financings contemplated by the LOIs will also be subject to the approval of the TSX and the Company’s shareholders.

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

letters of intent for two separate financing packages with Yorkville Advisors Global, LP.

As discussed in Note 15, on January

26, 2023, the Company entered into definitive agreements with respect to these financings.

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

3 unchanged sentences

(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.

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

(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

which will be reduced to $ 200 if the Transaction has 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

3 unchanged sentences

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.

of the Transaction, the closing trading price of the 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 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’

1 unchanged sentence

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

of the Transaction, the Company has included the minimum $ 200 payment at December 31, 2022, as an accrued liability (see Note

7) with a corresponding increase in deferred transaction costs.

January 26, 2023, NioCorp entered into definitive agreements with respect to two previously announced financings with YA II PN,

Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”).

financings contemplated by the definitive agreements include (i) up to $ 16.0 million aggregate principal amount of unsecured convertible

debentures of NioCorp (the “Convertible

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

Debentures”) convertible into Common Shares and Common Share purchase warrants

(the “Financing Warrants”) entitling the holders thereof to purchase additional Common Shares (the “Yorkville

Convertible Debt Financing”);

and (ii) a standby equity purchase facility pursuant to which NioCorp will have the right,

but not the obligation, subject to the conditions set out therein, to sell Common Shares to Yorkville with a maximum aggregate

value of up to $ 65 .0 million over a period of up to 36 months (the “Yorkville Equity Facility Financing” and, together

with the Yorkville Convertible Debt Financing, the “Yorkville Financings”).

Yorkville Financings are expected to become effective on the date of the Transaction Closing, as previously announced on September

intends to use the proceeds from the Yorkville Financings to advance its efforts to launch construction of the Elk Creek Project

and move it to commercial operation, and to satisfy the fees and expenses incurred in connection with the Transaction, if required.

of the Yorkville Financings is subject to certain conditions, including the completion of the Transaction Closing, the receipt

of the approval of the TSX, and the approval of NioCorp’s shareholders in accordance with the rules of the TSX.

Convertible Debt Financing

January 26, 2023, NioCorp entered into a Securities Purchase Agreement (the “Yorkville Convertible Debt Financing Agreement”),

by and between NioCorp and Yorkville.

Pursuant to the Yorkville Convertible Debt Financing Agreement, Yorkville, and any investor

that exercises its contractual right previously granted by NioCorp to participate in the Yorkville Convertible Debt Financing

(collectively with Yorkville, the “Investors”), will advance an initial total amount of $9.6 million to NioCorp in

consideration of the issuance by NioCorp to the Investors of $10.0 million aggregate principal amount of Convertible Debentures

at the time of the Transaction Closing (the “First Debenture Closing”), and an additional total amount of $5.76 million

to NioCorp in consideration of the issuance by NioCorp to the Investors of $6.0 million aggregate principal amount of Convertible

Debentures on a date to be determined at the election of NioCorp, but which may not be prior to the later to occur of (i) the

date of filing of the Convertible Debt Financing Registration Statement (as defined below) and (ii) the date of the Transaction

Closing (together with the First Debenture Closing, the “Debenture Closings”).

Convertible Debenture issued under the Yorkville Convertible Debt Financing will be an unsecured obligation of NioCorp, will have

an 18 -month term from the First Debenture Closing, which may be extended for one six-month period in certain circumstances at

the option of NioCorp, and will incur a simple interest rate obligation of 5.0 % per annum (which will increase to 15.0 % per annum

upon the occurrence of an event of default).

The outstanding principal amount of, accrued and unpaid interest, if any, on, and

premium, if any, on the Convertible Debentures must be paid by NioCorp in cash when the same becomes due and payable under the

terms of the Convertible Debentures at their stated maturity, upon their redemption or otherwise.

to certain limitations contained within the Yorkville Convertible Debt Financing Agreement and the Convertible Debentures, including

those as described below, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued

and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time over their term, into a number

of Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided

by the Conversion Price.

The “Conversion Price” means, as of any Conversion Date (as defined below) or other date

of determination, the greater of (i) 90% of the average of the daily U.S.

dollar volume-weighted average price (“VWAP”)

of the Common Shares on the principal U.S.

market for the Common Shares as reported by Bloomberg Financial Markets during the

five consecutive trading days immediately preceding the date on which the holder exercises its conversion right in accordance

with the requirements of the Yorkville Convertible Debt Financing Agreement (the “Conversion Date”) or other date

of determination, unless NioCorp consents to conversion at a lower price, and (ii) the five-day VWAP of the Common Shares on the

TSX (or on the principal U.S.

market if the majority of the trading volume and value of the Common Shares occurred on the Nasdaq

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

during the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination

less the maximum applicable discount allowed by the TSX.

Notwithstanding the foregoing, if at any time it shall be a condition

to listing or continued listing of the Common Shares on the Nasdaq or such other principal U.S.

market for the Common Shares that

the Conversion Price be not less than a minimum price (the “Floor Price”), then NioCorp and the holders will negotiate

in good faith to amend the Convertible Debentures to provide that the Conversion Price shall not be less than a Floor Price that

satisfies such condition.

Any Floor Price will be subject to adjustment to give effect to any stock dividend, stock split or recapitalization.

terms of the Convertible Debentures restrict the number of Convertible Debentures that may be converted during each calendar month

by an Investor at a Conversion Price below a fixed price equal to the quotient of (i) ten dollars divided by (ii) 11.1829212 (being

the number of Common Shares that will be exchanged for each share of GXII at the Transaction Closing), subject to adjustment to

give effect to any stock dividend, stock split or recapitalization.

The Convertible Debentures will be subject to customary anti-dilution

to the terms of the Convertible Debentures, following certain trigger events, and until a subsequent cure event, NioCorp will

be required to redeem $1.125 million aggregate principal amount of Convertible Debentures (the “Triggered Principal Amount”)

each month by making cash payments to the Investors, on a pro rata basis, in an amount equal to the Triggered Principal Amount,

plus accrued and unpaid interest thereon, if any, plus a redemption premium of 7% of the Triggered Principal Amount.

prepayments under the terms of the Convertible Debentures are triggered (i) at the time when NioCorp has issued 95% of the total

amount of Common Shares pursuant to the Yorkville Convertible Debt Financing that it may issue under applicable TSX and Nasdaq

rules or (ii) when NioCorp has delayed or suspended the effectiveness or use of the Convertible Debt Financing Registration Statement

for more than 20 consecutive calendar days, and such monthly prepayment obligations will continue until, with respect to (i) above,

shareholder approval is obtained or, with respect to (ii) above, the Investors may once again resell Common Shares under the Convertible

Debt Financing Registration Statement, respectively.

Convertible Debentures may also be redeemed at NioCorp’s option at any time and from time to time over their term at a redemption

price equal to 110 % of the principal amount being redeemed, plus accrued and unpaid interest, if any.

Convertible Debentures contain events of default customary for instruments of their type (with customary grace periods, as applicable)

and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect

to NioCorp, all outstanding Convertible Debentures will become due and payable immediately without further action or notice.

any other type of event of default occurs and is continuing, then any holder may declare all of its Convertible Debentures to

be due and payable immediately.

conjunction with each Debenture Closing, NioCorp will issue to the Investors Financing Warrants to purchase a number of Common

Shares as is equal to the quotient of the principal amount of Convertible Debentures issued in such Debenture Closing divided

by the “Exercise Price”, which is equal to the greater of:

(a) the quotient of ten dollars divided by 11.1829212;

or (b) the average of the daily VWAPs of the Common Shares on the principal U.S.

market for the Common Shares during regular trading

hours as reported by Bloomberg Financial Markets during the five consecutive trading days ending on the trading day immediately

prior to such Debenture Closing, in each case subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.

Financing Warrants will be exercisable, in whole or in part, but not in increments of less than $ 50 aggregate Exercise Price (unless

the remaining aggregate Exercise Price is less than $ 50 ), beginning on the earlier of (a) six months following the issuance of

the applicable Financing Warrants or (b) the effective date of the initial Convertible Debt Financing Registration Statement (the

“Exercise Date”) and may be exercised at any time prior to their expiration.

Holders of the Financing Warrants may

exercise their Financing Warrants, at their election, by paying the Exercise Price in cash or on a cashless exercise basis.

each of the first 12 monthly anniversaries of the Exercise Date, 1/12th of the Financing Warrants will expire.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

Financing Warrants will have customary anti-dilution adjustments to be determined in accordance with the requirements of the applicable

stock exchanges, including the TSX.

terms of the Convertible Debentures and the Financing Warrants restrict the conversion of Convertible Debentures or exercise of

Financing Warrants by an Investor if such a conversion or exercise would cause the Investor to exceed certain beneficial ownership

thresholds in NioCorp or such a conversion or exercise would cause the aggregate number of Common Shares issued pursuant to the

Yorkville Convertible Debt Financing to exceed the thresholds for issuance of Common Shares under the rules of the TSX and Nasdaq,

unless prior shareholder approval is obtained.

Yorkville Convertible Debt Financing Agreement contains customary representations, warranties, conditions and indemnification

obligations by each party.

The representations, warranties and covenants contained in the Yorkville Convertible Debt Financing

Agreement were made only for purposes of the Yorkville Convertible Debt Financing Agreement and as of specific dates, were solely

for the benefit of the parties to such agreement and are subject to certain important limitations.

Yorkville Convertible Debt Financing Agreement also contains certain covenants that, among other things, limit NioCorp’s

ability to use the proceeds from the Yorkville Convertible Debt Financing to repay related party debt or to enter into any variable

rate transaction other than with Yorkville, subject to certain exceptions.

Yorkville Convertible Debt Financing Agreement will terminate automatically if the Business Combination Agreement is terminated.

Also, the Investors will have the right to terminate the Yorkville Convertible Debt Financing Agreement if the First Debenture

Closing does not occur on or prior to March 22, 2023.

NioCorp will have the right to terminate the Yorkville Convertible Debt

Financing Agreement at any time prior to the First Debenture Closing, provided that it will be required to pay a cash termination

fee of $ 1.6 million to the Investors, on a pro rata basis.

January 26, 2023, in connection with the Yorkville Convertible Debt Financing Agreement, NioCorp and Yorkville also entered into

a registration rights agreement (the “Convertible Debt Financing Registration Rights Agreement”) pursuant to which

NioCorp has agreed to file with the SEC a registration statement (the “Convertible Debt Financing Registration Statement”)

registering the resale by the Investors of the Common Shares issuable upon the conversion of the Convertible Debentures and the

exercise of the Financing Warrants under the Securities Act of 1933 (the “Securities Act”), as soon as practicable

but no later than 21 calendar days following the Transaction Closing, and to use its reasonable best efforts to have the Convertible

Debt Financing Registration Statement declared effective as soon as practicable after the filing thereof, but in no event later

than the 45th calendar day following the filing date thereof.

NioCorp further agreed to use its reasonable best efforts to cause

the Convertible Debt Financing Registration Statement to remain continuously effective for a period that will terminate upon the

first date on which all of the Common Shares issuable upon the conversion of the Convertible Debentures and the exercise of the

Financing Warrants may be sold without restriction, including volume and manner-of-sale restrictions, pursuant to Rule 144 under

the Securities Act or have been sold by Investors.

NioCorp also granted to the Investors certain demand rights for underwritten

shelf takedowns and piggyback registration rights with respect to the Common Shares issuable upon the conversion of the Convertible

Debentures and the exercise of the Financing Warrants.

Equity Facility Financing

January 26, 2023, NioCorp entered into a Standby Equity Purchase Agreement, (the “Yorkville Equity Facility Financing Agreement”),

by and between NioCorp and Yorkville.

Pursuant to the Yorkville Equity Facility Financing Agreement, NioCorp will have the right,

but not the obligation, to sell Common Shares to Yorkville with a maximum aggregate value of up to $ 65.0 million (the “Commitment

Amount”) for a period commencing at the Transaction Closing and ending on the earliest of (i) the first day of the month

next following the 36-month anniversary of the Transaction Closing, (ii) the date on which Yorkville shall have made payment of

the full Commitment Amount and (iii) the date that the Yorkville Equity Facility Financing Agreement otherwise terminates in accordance

with its terms (the “Commitment Period”), and will issue to Yorkville $ 0.65

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

million aggregate principal amount of Common

Shares for no additional consideration.

Additionally, NioCorp will pay to Yorkville an aggregate fee of $ 1.5 million in cash (the

“Cash Fee”), including $0.5 million on the date of the Transaction Closing and the remainder in installments over

a 12-month period following the date of the Transaction Closing, provided that, NioCorp will have the right to prepay without

penalty all or part of the Cash Fee at any time.

Each right to sell Common Shares under the Yorkville Equity Facility Financing

Agreement is referred to as an “Advance.”

to certain limitations, including those as described below, and adjustments contained within the Yorkville Equity Facility Financing

Agreement, NioCorp will have the option to sell Common Shares to Yorkville at a purchase price equal to (a) 97% of the VWAP of

the Common Shares on the principal U.S.

market for the Common Shares during the applicable pricing period, which is a period during

a single trading day defined based on when NioCorp submits written notice (an “Advance Notice”) to Yorkville exercising

its right to an Advance (“Purchase Price Option #1”);

or (b) 97% of the average of the daily VWAPs of the Common Shares

on the principal U.S.

market for the Common Shares during a pricing period of three consecutive trading days commencing on the

trading day an Advance Notice is received by Yorkville, if it is received by 9:30 a.m., New York City time, or the immediately

following trading day if it is received after 9:30 a.m., New York City time (“Purchase Price Option #2”).

Price Option # 2 will be used whenever any Convertible Debentures issued to Yorkville pursuant to the Yorkville Convertible Debt

Financing Agreement are outstanding, unless waived by Yorkville.

Yorkville Equity Facility Financing Agreement limits the number of Common Shares that may be issued to Yorkville in each Advance

to the greater of (a) 5,000,000 Common Shares and (b) the number of Common Shares equal to 100% of the average daily volume traded

of the Common Shares on the Nasdaq during the five trading days prior to an Advance , provided that, if any Convertible Debentures

are outstanding when an Advance Notice is delivered, then the maximum number of Common Shares that may be issued will be computed

in accordance with (b) only (the “Maximum Advance Amount”).

Notwithstanding this, NioCorp and Yorkville may agree

to an issuance of a number of Common Shares in excess of the Maximum Advance Amount in any given Advance.

Further, for as long

as the Convertible Debentures issued to Yorkville are outstanding, the Yorkville Equity Facility Financing Agreement provides

for certain limitations on the amount of Advances that NioCorp may request, including that NioCorp shall not effect more than

two Advances in any month.

The Yorkville Equity Facility Financing Agreement also restricts the sale of Common Shares to Yorkville

if such a sale would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such issuance would cause

the aggregate number of Common Shares issued pursuant to the Yorkville Equity Facility Financing to exceed the thresholds for

issuance of Common Shares under the rules of the TSX and Nasdaq, unless prior shareholder approval is obtained.

to certain other conditions, NioCorp may deliver an Advance Notice only after the completion of the preceding Advance and only

so long as the Equity Facility Financing Registration Statement (as defined below) is effective and Yorkville is permitted to

utilize the prospectus thereunder to resell all of the Common Shares issuable pursuant to such Advance Notice.

Pursuant to the

Yorkville Equity Facility Financing Agreement, NioCorp must prepare and file with the SEC a registration statement registering

the resale in the United States of the Common Shares issuable pursuant to the Yorkville Equity Facility Financing Agreement (the

“Equity Facility Financing Registration Statement”).

Pursuant to the Yorkville Equity Facility Financing Agreement,

NioCorp in its sole discretion may choose when to file the Equity Facility Financing Registration Statement.

Once effective, NioCorp

has agreed to use its commercially reasonable efforts to maintain the effectiveness of the Equity Facility Financing Registration

Statement at all times until the earliest to occur of (i) receipt of notice that Yorkville has completed resales of the full Commitment

Amount pursuant to the Equity Facility Financing Registration Statement, (ii) the 180th day following the latest closing of an

Advance that has occurred and (iii) the 180th day following the termination of the Yorkville Equity Facility Financing Agreement

in accordance with its terms.

Yorkville Equity Facility Financing Agreement contains customary representations, warranties, conditions and indemnification obligations

by each party.

The representations, warranties and covenants contained in the Yorkville Equity Facility Financing Agreement were

made only for purposes of the Yorkville Equity Facility

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2022

(expressed in thousands of

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

Financing Agreement and as of specific dates, were solely for the benefit

of the parties to such agreement and are subject to certain important limitations.

Yorkville Equity Facility Financing Agreement will terminate automatically following the expiration of the Commitment Period.

In addition, the Yorkville Equity Facility Financing Agreement will terminate automatically if the Business Combination Agreement

is terminated.

Also, NioCorp will have the right to terminate the Yorkville Convertible Debt Financing Agreement effective upon

five trading days’ prior written notice to Yorkville, as long as there are no outstanding unsettled Advances and provided that

it will be required to pay all amounts owed to Yorkville thereunder, including, without limitation, any unpaid portion of the

The parties may also terminate the Yorkville Equity Facility Financing Agreement by mutual written consent.

Convertible Debentures, the Financing Warrants, the Common Shares issuable upon conversion of the Convertible Debentures and upon

exercise of the Financing Warrants, the Common Shares issuable pursuant to an Advance and the $0.65 million worth of Common Shares

issuable to Yorkville for no additional consideration will not be qualified for distribution by prospectus in any jurisdiction

of Canada, and may not be offered for sale, sold, assigned or transferred in any jurisdiction of Canada except pursuant to a prospectus

or exemption from the prospectus requirement under applicable securities laws in Canada.

Yorkville will not be permitted to offer

or sell any such securities directly or indirectly to any person whom, to Yorkville’s knowledge, is resident or located in a jurisdiction

of Canada or acquiring such Common Shares for the benefit of another person resident or located in a jurisdiction of Canada, or

on any marketplace in Canada.

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