What changed in this filing

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Item 1A. Risk Factors

2023-02-13 compared with 2022-11-14 · 147 added, 80 removed, 2 unchanged (99% of the section changed)

should carefully consider the risk factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report

on Form 10-K/A for the fiscal year ended June 30, 2022, which could materially affect the Company’s business, financial

condition or future results.

information set forth in this Quarterly Report on Form 10-Q, including without limitation, the risk factors presented below, updates

and should be read in conjunction with, the risk factors and information disclosed in the Company’s Annual Report on Form

10-K/A for the fiscal year ended June 30, 2022.

to consummate the Transaction could negatively impact the price of our Common Shares and have a material adverse effect on our

results of operations, cash flows and financial position.

You should carefully consider the risk

factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K/A for the fiscal year

ended June 30, 2022, which could materially affect the Company’s business, financial condition or future results.

The information set forth in this Quarterly

Report on Form 10-Q, including without limitation, the risk factors presented below, updates and should be read in conjunction

with, the risk factors and information disclosed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended

June 30, 2022.

Failure to consummate the Transaction could negatively

impact the price of our Common Shares and have a material adverse effect on our results of operations, cash flows and financial

consummation of the Transaction is 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,

(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 Assumed Warrants, (v) receipt of approval from the TSX with respect

to the issuance and listing of the NioCorp Common Shares issuable in connection with the Transactions, (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 Transactions, after giving effect to any redemptions by GX 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 Agreement.

of the conditions to completion of the Transaction pursuant to the Business Combination Agreement are not within NioCorp’s

or GXII’s control, and we cannot predict with any certainty when these conditions will be satisfied, if at all.

NioCorp and GXII are working to complete the Transaction, satisfying the conditions to and completion of the Transaction may take

longer, and could cost more, than we expect.

For example, the requirements for obtaining the required stock exchange clearances

and approvals could delay the completion of the Transaction for a period of time or prevent it from occurring.

Any delay in completing

the Transaction within the expected timeframe may adversely affect the benefits that we expect to achieve from the Transaction.

If any of these conditions are not satisfied or waived, it is possible that the Business Combination Agreement may be terminated

and the Transaction may not be completed.

the Transaction is not completed for any reason, including as a result of NioCorp’s shareholders or GXII’s stockholders

failing to approve the applicable proposals or the Business Combination Agreement is otherwise terminated, our ongoing business

may be materially adversely affected and, without realizing any of the benefits of having completed the Transaction, we would

be subject to a number of risks, including the following:

we may experience

negative reactions from the financial markets, including negative impacts on the price of our Common Shares;

we will still be

required to pay certain significant costs relating to the Transaction, such as legal, accounting, financial advisor and printing

we may be required

to pay a termination fee and reimburse GXII for certain of its expenses under the terms of the Business Combination Agreement;

the Business Combination

Agreement places certain restrictions on the conduct of the our business until the earlier of the termination of the Business

Combination Agreement and the closing date of the Transaction, which restrictions may have delayed or prevented the us from

undertaking business opportunities that, absent the Business Combination Agreement, may have been pursued;

matters relating

to the Transaction require substantial commitments of time and resources by management, which could have resulted in the distraction

of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us;

litigation related

to any failure to complete the Transaction or related to any enforcement proceeding commenced against us to perform our obligations

under the Business Combination Agreement.

the Transactions are not completed, any of the risks described above may materialize and they may have a material adverse effect

on our results of operations, cash flows, financial position and the price of our Common Shares.

the Transaction is consummated, the combined company may not realize all or any of the anticipated benefits expected as a result

of the Transaction.

success of the Transaction, if consummated, will depend, in part, on the combined company’s ability to realize the anticipated

benefits expected from the Transaction.

In particular, a significant number of GXII shareholders may exercise their redemption

rights in connection with the closing of the Transaction.

In addition, the Business Combination Agreement does not make the consummation

of the Transaction conditional on the entry into definitive documentation and consummation of the financing transactions contemplated

by the LOIs with Yorkville, and there is no assurance that such financing transactions will be consummated.

As a result, even

if the minimum cash and net tangible asset conditions to closing set forth in the Business Combination Agreement are satisfied

and the Transaction is consummated, after giving effect to (i) payments made to GXII stockholders who properly exercise their

redemption rights and (ii) payments for potential taxes and certain expenses incurred by NioCorp and GXII in connection with the

Transaction, to the extent not otherwise paid prior to the closing, the combined company may have less net cash proceeds available

for general corporate purposes than anticipated.

In addition, the listing of NioCorp’s Common Shares on Nasdaq may not provide

the anticipated benefits of broader access to capital and financing alternatives or otherwise enhance NioCorp’s public profile.

If the Combined Company is not successful in realizing these anticipated benefits, including the anticipated benefits of listing

NioCorp’s Common Shares on the Nasdaq and the anticipated acceleration of financing efforts to advance, complete construction

and commence operation of the Elk Creek Project, such consequences may adversely affect the combined company’s results of

operations, cash flows, financial position and the price of our Common Shares.

may not be able to negotiate definitive documentation related to the Yorkville financings and may not otherwise be able to consummate

the financing transactions contemplated thereby, which could have a material adverse effect on the Company.

may not be able to negotiate definitive agreements relating to the convertible debenture transaction and the standby equity purchase

facility contemplated by the LOIs with Yorkville, which could cause NioCorp and GXII to encounter difficulties in completing the

Transaction with financing terms as favorable as anticipated or at all.

In addition, if the Yorkville financings are not completed,

there can be no assurance that we will be able to find an investor of equal interest as Yorkville or a party that would be willing

to consummate a transaction on terms as favorable as those contemplated by the LOIs.

Failure by NioCorp to have access to financing

on the terms and conditions as favorable as those contemplated by the LOIs may be materially adverse to NioCorp.

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, 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 with the Transaction, (iv) receipt of approval for listing on Nasdaq of the Warrants assumed

from GXII, (v) receipt of approval from the 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 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.

Many of the conditions to completion of

the Transaction pursuant to the Business Combination Agreement are not within NioCorp’s or GXII’s control, and we cannot

predict with any certainty when these conditions will be satisfied, if at all.

Although NioCorp and GXII are working to complete

the Transaction, satisfying the conditions to and completion of the Transaction may take longer, and could cost more, than we expect.

For example, the requirements for obtaining the required stock exchange clearances and approvals could delay the completion of

the Transaction for a period of time or prevent it from occurring.

Any delay in completing the Transaction within the expected

timeframe may adversely affect the benefits that we expect to achieve from the Transaction.

If any of these conditions are not

satisfied or waived, it is possible that the Business Combination Agreement may be terminated and the Transaction may not be completed.

If the Transaction is not completed for

any reason, including as a result of NioCorp’s shareholders or GXII’s stockholders failing to approve the applicable

proposals or the Business Combination Agreement is otherwise terminated, our ongoing business may be materially adversely affected

and, without realizing any of the benefits of having completed the Transaction, we would be subject to a number of risks, including

the following:

we may experience negative reactions from the financial markets, including negative impacts on the price of our Common Shares;

we will still be required to pay certain significant costs relating to the Transaction, such as legal, accounting, financial advisor and printing fees;

we may be required to pay a termination fee and reimburse GXII for certain of its expenses under the terms of the Business Combination Agreement;

the Business Combination Agreement places certain restrictions on the conduct of the our business until the earlier of the termination of the Business Combination Agreement and the closing date of the Transaction, which restrictions may have delayed or prevented the us from undertaking business opportunities that, absent the Business Combination Agreement, may have been pursued;

matters relating to the Transaction require substantial commitments of time and resources by management, which could have resulted in the distraction of management from ongoing business operations and pursuing other opportunities that could have been beneficial to us;

litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against us to perform our obligations under the Business Combination Agreement.

If the Transaction is not completed,

any of the risks described above may materialize and they may have a material adverse effect on our results of operations, cash

flows, financial position and the price of our Common Shares.

If the Transaction is consummated, the Combined Company

may not realize all or any of the anticipated benefits expected as a result of the Transaction.

The success of the Transaction, if consummated,

will depend, in part, on the Combined Company’s ability to realize the anticipated benefits expected from the Transaction.

In particular, a significant number of GXII shareholders may exercise their redemption rights in connection with the closing of

the Transaction.

In addition, the Business Combination Agreement does not make the consummation of the Transaction conditional

on the entry into definitive documentation and consummation of the financing transactions contemplated by the LOIs with Yorkville,

and there is no assurance that such financing transactions will be consummated.

As a result, even if the minimum cash and net tangible

asset conditions to closing set forth in the Business Combination Agreement are satisfied and the Transaction is consummated, after

giving effect to (i) payments made to GXII stockholders who properly exercise their redemption rights and (ii) payments for potential

taxes and certain expenses incurred by NioCorp and GXII in connection with the Transaction, to the extent not otherwise paid prior

to the closing, the Combined Company may have less net cash proceeds available for general corporate purposes than anticipated.

In addition, the listing of the Common Shares on Nasdaq may not provide the anticipated benefits of broader access to capital and

financing alternatives or otherwise enhance NioCorp’s public profile.

If the Combined Company is not successful in realizing

these anticipated benefits, including the anticipated benefits of listing the Common Shares on the Nasdaq and the anticipated acceleration

of financing efforts to advance, complete construction and commence operation of the Elk Creek Project, such consequences may adversely

affect the Combined Company’s results of operations, cash flows, financial position and the price of our Common Shares.

The Yorkville Financings are subject

to satisfaction or waiver of several conditions.

Completion of the Yorkville Financings

are subject to the satisfaction of a number of conditions precedent, certain of which are outside of NioCorp’s control, including,

but not limited to, the approval by our shareholders of the issuance of the Common Shares in connection with the Yorkville Equity

Facility Financing, approve by the our shareholders of the issuance of Common Shares in connection with the Yorkville Convertible

Debt Financing, and other customary conditions.

A substantial delay in obtaining satisfactory approvals and/or the imposition of

unfavorable terms or conditions in the approvals to be obtained could result in the termination of the Yorkville Equity Facility

Financing Agreement or the Yorkville Convertible Debt Financing Agreement.

There can be no certainty, nor can NioCorp provide any

assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied.

If the Yorkville Equity Facility

Financing or the Yorkville Convertible Debt Financing are not completed:

(i) certain costs related to the Yorkville Equity Facility

Financing Agreement and the Yorkville Convertible Debt Facility Agreement, such as legal, accounting and financial advisory fees,

must be paid by NioCorp even if the Yorkville Financings are not completed;

(ii) NioCorp may not be successful in finding another

financing opportunity that is of equal or greater benefit to NioCorp;

and (iii) the time and attention of NioCorp’s management

will have been diverted away from the conduct of NioCorp’s business.

We may not be able to consummate

the Yorkville Financings in a timely manner or at all, which could have a material adverse effect on the Company.

Even if the Yorkville

Financings are consummated, we face significant related risks, and we may not recognize the full value of the Yorkville Financings.

Completion of the Yorkville Financings

is subject to the satisfaction of a number of conditions precedent, certain of which are outside of NioCorp’s control, including,

but not limited to, the approval by our shareholders of the issuances of the Common Shares in connection with the Yorkville Equity

Facility Financing and upon the conversion of the Convertible Debentures and the exercise of the Financing Warrants.

in obtaining necessary approvals and/or a failure to satisfy other conditions precedent could result in the termination of the

Yorkville Equity Facility Financing Agreement and the Yorkville Convertible Debt Financing Agreement.

There can be no certainty,

nor can NioCorp provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied.

the Yorkville Equity Facility Financing or the Yorkville Convertible Debt Financing are not completed:

(i) certain costs related

to the Yorkville Equity Facility Financing Agreement and the Yorkville Convertible Debt Facility Agreement, such as legal, accounting

and financial advisory fees, must be paid by NioCorp even if the Yorkville Financings are not completed;

(ii) NioCorp may not be

successful in finding another financing opportunity that is of equal or greater benefit to NioCorp;

(iii) the time and attention

of NioCorp’s management will have been diverted away from the conduct of NioCorp’s business;

and (iv) we may not be

able to complete the proposed Transactions, each of which could have a material adverse effect on the Company.

Even if the Yorkville Financings are consummated,

we may not recognize or the full value of the Yorkville Financings.

Specifically, our ability to sell shares to Yorkville pursuant

to the Yorkville Equity Facility Financing Agreement is subject to certain restrictions and limitations, which may prevent us from

selling the full Commitment Amount prior to the expiration of the Commitment Period.

As a result, there can be no assurance that

NioCorp will receive all or even a significant portion of the proceeds that it expects to receive in connection with the Yorkville

Equity Facility Financing.

Further, holders of the Financing Warrants will have the ability to exercise them on a cashless basis.

Accordingly, we may not receive any proceeds from the exercise of the Financing Warrants.

If the Yorkville Financings are consummated,

we will incur significant additional debt upon the issuance of the Convertible Debentures.

Notwithstanding whether we are able

to recognize the full value of the Yorkville Financings, we will become obligated to repay or issue Common Shares upon settlement

of the full $16.0 million aggregate principal amount of Convertible Debentures that we have agreed to issue pursuant to the Yorkville

Convertible Debt Financing Agreement.

Such significant additional debt could adversely affect our business, which may prevent us

from fulfilling our obligations with respect to our existing debt or obtaining future financing.

Further, the Yorkville Convertible Debt

Financing Agreement restricts us from pursuing certain variable rate financing transactions, which could impair our ability to

obtain additional financing on terms that are favorable, or at all.

Our inability to obtain additional financing on terms that

are favorable, or at all, could have a material adverse effect on our financial condition, results of operations and prospects.

Last, if the Yorkville Financings are consummated,

a significant number of Common Shares would become potentially issuable under the Yorkville Equity Facility Financing Agreement

and upon the conversion of the Convertible Debentures and the exercise of the Financing Warrants.

Additionally, the lower the market

or trading price of our Common Shares in the future, the greater the number of Common Shares potentially issuable under the Yorkville

Equity Facility Financing Agreement and upon the conversion of the Convertible Debentures and the exercise of the Financing Warrants,

would become.

Factors both within and beyond our control could cause the market or trading price of our Common Shares to decline,

even significantly, in the future.

As a result, existing shareholders will have their positions significantly diluted by the potential

increase in additional outstanding Common Shares due to the issuance of Common Shares under the Yorkville Equity Facility Financing

Agreement and upon the conversion of the Convertible Debentures and the exercise of the Financing Warrants.

If the Yorkville Financings

are completed, and subject to the terms of the Yorkville Equity Facility Financing Agreement and the Yorkville Convertible Debt

Financing Agreement, as applicable, the potential issuances of Common Shares thereunder, the sale of Common Shares in the public

market from time to time, and any disclosures to be made by us relating thereto, could depress the market price for the Common

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 1A. Risk Factors