What changed in this filing

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Item 1A. Risk Factors

2023-06-08 compared with 2023-06-08 · 77 added, 140 removed, 49 unchanged (82% of the section changed)

7 unchanged sentences

results of operations, cash flows and financial position.

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 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.

The 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 Warrants assumed from GXII, (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 Agreement.

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

23 unchanged sentences

our obligations under the Business Combination Agreement.

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.

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.

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

13 unchanged sentences

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.

Yorkville Financings are subject to satisfaction or waiver of several conditions.

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, approval by 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.

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.

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.

A failure 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.

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;

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.

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

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

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.

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

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 Shares.

Risk Factors in this Form 10-Q/A

The Company recently determined additional material weaknesses

in its internal control over financial reporting existed as of December 31, 2022.

If not remediated, the Company’s failure

to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result

in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which

could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

Our management has determined that additional material weaknesses

in its internal control over financial reporting existed as of December 31, 2022.

Specifically, these additional material weaknesses

relate to management’s control over the design and maintenance of an effective control environment and its monitoring controls

over the timely remediation of identified internal control weaknesses.

A material weakness is a deficiency, or a combination of

deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As discussed in Item Part I, Item 4, “Controls and Procedures,”

of this Quarterly Report on Form 10-Q, the Company’s management has assessed the effectiveness of its disclosure controls

and procedures and concluded that they were not effective as of December 31, 2022.

The Company is committed to remediating its material weaknesses

as promptly as possible.

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.

New Risk Factors in this Form 10-Q/A

The Company recently determined additional

material weaknesses in its internal control over financial reporting existed as of September 30, 2022.

If not remediated, the Company’s

failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could

result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each

of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

Our management has determined that additional

material weaknesses in its internal control over financial reporting existed as of September 30, 2022.

Specifically, these additional

material weaknesses relate to management’s control over the design and maintenance of an effective control environment and

its monitoring controls over the timely remediation of identified internal control weaknesses.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that

a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely

As discussed in Item Part I, Item 4, “Controls

and Procedures,” of this Quarterly Report on Form 10-Q, the Company’s management has assessed the effectiveness of

its disclosure controls and procedures and concluded that they were not effective as of September 30, 2022.

The Company is committed to remediating

its material weaknesses as promptly as possible.

Management is in the process of implementing its remediation plan.

However, there can be no assurance

as to when the material weaknesses will be remediated or that additional material weaknesses will not arise in the future.

Company is unable to maintain effective internal control over financial reporting, its ability to record, process and report financial

information timely and accurately could be adversely affected, which could subject the Company to litigation or investigations,

require management resources, increase costs, negatively affect investor confidence and adversely impact the trading price of the

Common Shares.

may face litigation and other risks as a result of the Restatement and the material weaknesses in our internal control over financial

We previously identified a material weakness in our internal control over financial reporting that resulted

in the restatement of our consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the

interim periods ended September 30, 2021, December 31, 2021 and March 31, 2022.

Subsequent to the filing of the Original Form 10-Q,

we identified an additional error, requiring the restatement of the Company’s condensed consolidated financial statements

as of and for the three months ended September 30, 2022 and the three and six months ended December 31, 2022, which was partially

caused by the same material weakness in internal control over financial reporting.

In addition, subsequent to the filing of the

Original Form 10-Q, management concluded that two additional material weaknesses in internal control over financial reporting existed

as of December 31, 2022.

As a result of such material weaknesses, the Restatement and other matters raised or that may in the future

be raised by the SEC or the Canadian securities regulators, we face potential for litigation or other disputes, which may include,

among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement

and the material weaknesses in our internal control over financial reporting and the preparation of our financial statements.

of the date of this Form 10-Q/A, we have no knowledge of any such litigation or dispute.

However, we can provide no assurance that

such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or not, could adversely

affect our business, financial condition and results of operations.

However, there

can be no assurance as to when the material weaknesses will be remediated or that additional material weaknesses will not arise

in the future.

If the Company is unable to maintain effective internal control over financial reporting, its ability to record,

process and report financial information timely and accurately could be adversely affected, which could subject the Company to

litigation or investigations, require management resources, increase costs, negatively affect investor confidence and adversely

impact the trading price of the Common Shares.

We may face litigation and other

risks as a result of the Restatement and the material weaknesses in our internal control over financial reporting.

We previously identified a material weakness

in our internal control over financial reporting that resulted in the restatement of our consolidated financial statements as of

and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021 and March

Subsequent to the filing of the Original Form 10-Q, we identified an additional error, requiring the restatement of the

Company’s condensed consolidated financial statements as of and for the three months ended September 30, 2022, which was

partially caused by the same material weakness in internal control over financial reporting.

In addition, subsequent to the filing

of the Original Form 10-Q, management concluded that two additional material weaknesses in internal control over financial reporting

existed as of September 30, 2022.

As a result of such material weaknesses, the Restatement and other matters raised or that may

in the future be raised by the SEC or the Canadian securities regulators, we face potential for litigation or other disputes, which

may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from

the Restatement and the material weaknesses in our internal control over financial reporting and the preparation of our financial

As of the date of this Form 10-Q/A, we have no knowledge of any such litigation or dispute.

However, we can provide

no assurance that such litigation or dispute will not arise in the future.

Any such litigation or dispute, whether successful or

not, could adversely affect our business, financial condition and results of operations.

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/A

Item 1A. Risk Factors