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Item 1. Financial Statements

2023-11-13 compared with 2023-05-30 · 314 added, 1115 removed, 170 unchanged (89% of the section changed)

FINANCIAL STATEMENTS

Condensed consolidated balance sheets as of March 31, 2023 and June 30, 2022 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2023 and 2022 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended March 31, 2023 and 2022 (unaudited)

Condensed consolidated statements of shareholders’ equity and redeemable noncontrolling interest for the three and nine months ended March 31, 2023 and 2022 (unaudited)

Condensed consolidated balance sheets as of September 30, 2023 and June 30, 2023 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2023 and 2022 (unaudited)

Condensed consolidated statements of cash flows for the three months ended September 30, 2023 and 2022 (unaudited)

Condensed consolidated statements of shareholders’ (deficit) equity and redeemable noncontrolling interest for the three months ended September 30, 2023 and 2022 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

3 unchanged sentences

dollars, except share data) (unaudited)

September 30,

Cash and cash equivalents

Prepaid expenses and other

3 unchanged sentences

Land and buildings, net

Mineral interests

LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST,

AND SHAREHOLDERS’ EQUITY

Current liabilities

Mineral properties

Accounts payable and accrued liabilities

Related party loan

Convertible debt

Convertible debt, current portion

Warrant liability, at fair value

Operating lease liability

7 unchanged sentences

Redeemable noncontrolling interest

SHAREHOLDERS’ EQUITY

shares, no par value, unlimited shares authorized;

shares outstanding:

30,081,655 at March 31, 2023 and 27,667,060 at June 30,

SHAREHOLDERS' DEFICIT

Common shares, no par value, unlimited shares authorized;

32,913,419 and 31,202,131 shares outstanding, respectively

Accumulated deficit

Accumulated other comprehensive loss

Total shareholders’ equity

Total liabilities, redeemable noncontrolling

interest and equity

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Total shareholders’ deficit

Total liabilities, redeemable noncontrolling interest, and shareholders’ deficit

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

2 unchanged sentences

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

three months ended

nine months ended

For the Three Months Ended

September 30,

Operating expenses

6 unchanged sentences

Change in fair value of warrant liability

Loss on debt extinguishment

Debt extinguishment

Foreign exchange (gain) loss

Interest expense

Gain on sale of assets

Loss on equity securities

Other loss (gain) on equity securities

Loss before income taxes

Income tax benefit

Net loss attributable to redeemable noncontrolling

Net loss attributable to redeemable noncontrolling interest

Net loss attributable to the Company

Other comprehensive loss:

Other comprehensive loss (gain):

Other comprehensive loss:

Reporting currency translation

Total comprehensive loss

Comprehensive loss attributable to redeemable

noncontrolling interest

Comprehensive loss attributable to redeemable noncontrolling interest

Comprehensive loss attributable to the Company

Loss per common share, basic and diluted

Weighted average common shares outstanding

The accompanying notes are an integral part

of these condensed consolidated financial statements.

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

Weighted average common shares outstanding, basic and diluted

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

dollars) (unaudited)

For the nine months ended

For the Three Months Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period

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

Initial valuation of warrants

Change in fair value of warrants

Initial valuation of Earnout Shares liability

Adjustments for:

Change in fair value of Earnout Shares liability

Share-based compensation

Fair value of Commitment Shares issued

Change in fair value of warrant liabilities

Accretion of convertible debt

Loss on debt extinguishment

Loss on equity facility shares issued

Foreign exchange loss

Unrealized loss on equity securities

Gain on sale of assets

Noncash lease expense

Unrealized loss (gain) on equity securities

Non-cash lease activity

Change in working capital items:

2 unchanged sentences

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of land and buildings

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 issuance costs

Convertible debt repayment

Proceeds of debt issuance, net of costs

Related party debt draws

Related party debt repayments

Net cash provided by financing activities

Proceeds from issuance of capital stock

Share issue costs

Net cash provided by (used in) financing activities

Exchange rate effect on cash and cash equivalents

4 unchanged sentences

Amounts paid for interest

Non-cash financing transactions:

Conversions of debt for common shares

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

Developments Ltd.

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest

in thousands of U.S.

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

For the Nine Months Ended March 31, 2023 and 2022

Amounts paid for income taxes

Non-cash investing and financing transactions:

Conversion of debt for common shares

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’

(Deficit) Equity and Redeemable Noncontrolling Interest

(expressed in thousands of

dollars, except for share amounts) (unaudited)

Comprehensive

shareholders’

Noncontrolling

Balance, June 30, 2022

Exercise of warrants

Exercise of options

Debt conversions

Share-based compensation

Reporting currency translation

Loss for the period

Balance, March 31, 2022

$ ( 110,397 )

Balance, June 30, 2022

$ ( 110,397 )

Exercise of options

Fair value of Financing Warrants issued

Common Shares

issued in the GXII Transaction

Redeemable noncontrolling interest

Commitment Shares issued

Debt conversions

Share issuance costs

Share-based compensation

Reporting currency translation

Reporting currency presentation

Loss for the period

Balance, March 31, 2023

Balance, September 30, 2022

$ ( 114,274 )

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

Developments Ltd.

Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest

in thousands of U.S.

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

For the Three Months Ended March 31, 2023 and 2022

comprehensive

shareholders’

noncontrolling

Balance, December 31, 2021

Balance, June 30, 2023

$ ( 150,477 )

Exercise of options

Private placement

Yorkville equity facility

Debt conversions

Reporting currency translation

Loss for the period

Balance, March 31, 2022

$ ( 107,590 )

Balance, December 31, 2022

$ ( 116,703 )

Exercise of options

Fair value of Financing Warrants issued

Common Shares issued in the GXII Transaction

Redeemable noncontrolling interest

Commitment Shares issued

Share-based compensation

Reporting currency translation

Share issuance costs

Loss for the period

Balance, March 31, 2023

Balance, September 30, 2023

$ ( 153,690 )

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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, 2023

(expressed in thousands of U.S.

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

Developments Ltd.

2 unchanged sentences

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.

As further discussed in Notes

5, 8, and 9, on March 17, 2023 (the “Closing Date”), the Company closed the GXII Transaction (as defined below) with

GX Acquisition Corp.

II (“GXII”), pursuant to the Business Combination Agreement, dated September 25, 2022 (the “Business

Combination Agreement”), among the Company, GXII and Big Red Merger Sub Ltd (the “Closing”).

At the Closing,

the Company also closed convertible debt financings (the “Yorkville Convertible Debt Financing”) with YA II PN, Ltd.,

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

equity purchase facility with Yorkville (the “Yorkville Equity Facility Financing” and, together with the Yorkville

Convertible Debt Financing, the “Yorkville Financings”) became effective.

The transactions contemplated by the Business

Combination Agreement, including the GXII Transaction, the Yorkville Financings and the Reverse Stock Split (as defined below),

are referred to, collectively, as the “Transactions.”

The GXII Transaction is being

accounted for as an equity raise transaction in accordance with generally accepted accounting principles of the United States of

America (“U.S.

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

reporting purposes.

Accordingly, the GXII Transaction is treated as the equivalent of NioCorp issuing common shares, no par value,

of the Company (“Common Shares”) for the assets and liabilities of GXII.

The net assets of GXII are stated at historical

cost, with no goodwill or other intangible assets recorded.

development-stage property (the “Elk Creek Project”) located in southeastern Nebraska.

interim condensed consolidated financial statements have been prepared on a going concern basis that contemplates the realization

6 unchanged sentences

additional financing and maintaining continued support from its shareholders and creditors.

OF PREPARATION

BASIS OF PREPARATION

Basis of Preparation

and Consolidation

accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S.

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.

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

In the opinion of management, all adjustments considered necessary (including normal recurring adjustments)

for a fair statement of the financial position, results of operations, and cash flows at March 31, 2023, 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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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.

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, 2023.

Certain transactions include reference

to Canadian dollars (“C$”) where applicable.

the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement

of the financial position, results of operations, and cash flows at September 30, 2023, 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, 2023.

The interim results are not necessarily indicative of results

for the full year ending June 30, 2024, 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

Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which simplifies the accounting for convertible instruments.

ASU 2020-06 removes certain accounting models which separate the embedded conversion features from the host contract for convertible

Either a modified retrospective method of transition or a fully retrospective method of transition is permissible

for the adoption of this standard.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim

periods within those fiscal years.

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

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

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.

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are

adopted by the Company as of the specified effective date.

Unless otherwise discussed, management believes that the impact of

recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements

upon adoption.

Use of Estimates

The 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, earnout valuation, warrant liabilities, and share-based

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 carrying value of long-term assets, deferred income tax assets and related valuations,

liabilities related to the Earnout Shares, Private Warrants, and Contingent Consent Warrants (each, as defined below), and share-

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(expressed in thousands of U.S.

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

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

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.

2 unchanged sentences

Earnings per Share

Basic earnings (loss) per

share represents net earnings (loss) attributable to common shareholders divided by the weighted average number of Common

Shares outstanding during the period.

The Company considers Vested Shares and Released Earnout Shares (each as defined in

Note 9), to be participating securities, requiring the use of the two-class method.

Diluted earnings per share represents net

earnings attributable to common shareholders divided by the weighted average number of Common Shares outstanding, inclusive

of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable.

The Company utilizes the weighted

average method to determine the impact of changes in a participating security on the calculation of loss per share.

The following

table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders

for the three and nine months ended March 31, 2023:

For the three months ended March 31,

For the nine months ended March 31,

Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation

of loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss per share

attributable to common shareholders:

For the Three Months Ended

September 30,

Net loss attributable to noncontrolling interest

Net loss available to participating securities

Net loss attributable to Vested Shares

Net loss attributed to common shareholders - basic and diluted

Net loss attributable to vested shares of ECRC Class B common stock

Net loss attributed to

common shareholders - basic and diluted

Weighted average shares outstanding – basic and diluted

Loss per Common Share outstanding – basic and diluted

The following shares underlying Options,

Warrants, outstanding convertible debt and redeemable noncontrolling interest shares were antidilutive due to a net loss in the periods

presented and, therefore, were excluded from the dilutive securities computation for the three- and nine-month periods ended March 31,

2023 and 2022, as indicated below.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Schedule of excluded from the dilutive securities

For the three and nine months ended

following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares

(“Options”), Common Share purchase warrants (“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-month

periods indicated below.

of excluded from the dilutive securities

For the Three Months Ended

September 30,

Excluded potentially dilutive securities (1)(2):

1 unchanged sentence

Total potential dilutive securities

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

of the period end.

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

calculations as required if the securities were dilutive.

Earnout Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period.

Reverse Stock Split

March 17, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) on the basis of one (1) post-Reverse

Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding, with any fractional

shares resulting from the Reverse Stock Split rounded down to the nearest whole share.

Immediately after the Reverse Stock Split,

there were 30,000,442 Common Shares issued and outstanding.

All references to share and per share amounts (excluding authorized

shares) in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the Reverse Stock

Redeemable Noncontrolling

Redeemable Noncontrolling Interest refers to non-controlling interest associated with the Vested Shares

that are redeemable upon the occurrence of an event that is not solely within the Company’s control and is reported in the

mezzanine section between total liabilities and shareholders’ deficit, as temporary equity in the Company’s consolidated

balance sheets.

The Company adjusts the Redeemable Noncontrolling Interest balance to reflect its estimate of the maximum redemption

amount each reporting period.

The Company’s non-controlling interest is redeemable at fair value, and no adjustment to the

earnings per share numerator is required because redemption at fair value is not considered an economic distribution different

from other common stockholders.

Foreign Currency

Translation and Functional Currency Conversion

Items included in these interim condensed consolidated financial statements of each of the Company and

the Company’s consolidated subsidiaries are measured using the currency of the primary economic environment in which the

entities operate (the “functional currency”).

Prior to March 17, 2023, the Company’s functional currency was

the Canadian dollar.

Translation gains and losses from the application of the U.S.

dollar as the reporting currency during the

period that the Canadian dollar was the functional currency are included as part of cumulative currency translation adjustment,

which is reported as a component of shareholders’ equity under accumulated other comprehensive loss.

Company re-assessed its functional currency and determined that on March 17, 2023, its functional currency changed from the Canadian

dollar to the U.S.

dollar based on significant changes in economic facts and circumstances in our organization.

The change in

functional currency was accounted for prospectively from March 17, 2023 and prior-period financial statements were not restated

for the change in functional currency.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

both monetary and non-monetary assets and liabilities, translated balances as of March 17, 2023 became the new accounting basis.

The exchange rate on the date of change became the historical rate at which non-monetary assets and liabilities were translated

in subsequent periods.

There was no effect on the cumulative translation adjustment on the consolidated basis.

Previously recorded

cumulative translation adjustments were not reversed.

For periods commencing after March 17, 2023, monetary assets and liabilities

denominated in foreign currencies are translated into U.S.

dollars using exchange rates in effect at the balance sheet date.

balances related to non-monetary assets and liabilities are based on prior period translated amounts, and non-monetary assets

and non-monetary liabilities incurred after March 17, 2023 are translated at the approximate exchange rate prevailing at the date

of the transaction.

Revenue and expense transactions are translated at the approximate exchange rate in effect at the time of

the transactions.

Foreign exchange gains and losses are included in the statement of operations and comprehensive loss as foreign

exchange gains.

The functional currency for the Company’s Canadian subsidiary, 0896800 BC Ltd., which has no independent

operations from its parent, also changed from the Canadian dollar to the U.S.

The functional currency for Elk Creek Resources

remains as the U.S.

On February 16, 2021, the Company entered into a Convertible Security Funding Agreement (as amended by

Amendment #1 to the Convertible Security Funding Agreement dated December 2, 2021, the “CSFA”) with Lind Global Asset

Management III, LLC (“Lind”), pursuant to which the Company issued a convertible security to Lind (the “Lind

III Convertible Security”).

Pursuant to the CSFA, Lind had certain consent and participation rights applicable in connection

with the GXII Transaction and the Yorkville Financings.

As more fully discussed in Note 8, on September 25, 2022, the Company and

Lind, entered into an agreement (the “Lind Consent”), which modified certain aspects of the CSFA.

originally accounted for the Lind Consent under Accounting Standards Codification (“ASC”) Topic 450, Contingencies.

In connection with the preparation of the Company’s financial statements for the period ended March 31, 2023, the Audit Committee,

in consultation with the Company’s management, determined that the Lind Consent should have been evaluated using ASC Topic

470 – Debt (“ASC 470”), which requires an evaluation of the contract amendment under applicable ASC debt modification

This error impacted the Company’s condensed consolidated balance sheets as of September 30, 2022 and December 31,

2022 and condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of shareholders’

equity for the periods ended September 30, 2022 and December 31, 2022, as well as certain notes thereto.

The identification of

the need for the restatement arose during the Company’s quarterly close for the quarter ended March 31, 2023.

The Company performed a

comparison of the discounted cash flows of the Lind III Convertible Security pursuant to the original CSFA and pursuant to the CSFA

as amended by the Lind Consent and determined that a debt extinguishment loss of $ 201

had occurred.

Further, ASC 470 requires that the minimum estimated Consent Payment (as defined below) of $ 200

also be included in the calculation of the gain or loss on debt extinguishment.

The Company also evaluated the Contingent Consent

Warrant (as defined below) feature included in the Lind Consent and determined that the Contingent Consent Warrants meet the

criteria to be considered separate, freestanding instruments, should be accounted for as a liability under ASC Topic 480,

Distinguishing Liabilities from Equity (“ASC 480”), and should be booked at fair value on the date of the Lind Consent,

with subsequent changes in valuation recorded as a non-operating gain or loss in the statement of operations.

The following table

summarizes the components of the initial loss on extinguishment:

Schedule Of Extinguishment Of Debt

Minimum Consent Payment at inception

Debt extinguishment fair value adjustment

Initial fair value of Contingent Consent Warrants

Total loss on debt extinguishment

These interim financial statements as of and for the three and nine months ended March 31, 2023 include

the impacts of this restatement.

The following tables disclose the impacts of the restatement on the previously filed Quarterly Reports

on Form 10-Q for the reporting periods ended September 30, 2022 and December 31, 2022.

Restatement Impacts to the Condensed

Consolidated Balance Sheet (unaudited)

As of September 30, 2022

As Previously Reported

Restatement Impacts

Deferred transaction costs

Convertible debt

Total current liabilities

Warrant liability

Total liabilities

Accumulated deficit

Total shareholders’ equity

Total liabilities and equity

Restatement Impacts to the Condensed

Consolidated Statement of Operations and Comprehensive Loss (unaudited)

For the Three Months Ended September

Previously Reported

Interest expense

Loss on debt extinguishment

Change in fair value of warrant liability

Loss before income taxes

Total comprehensive loss

Loss per share

Weighted average shares outstanding, on post-reverse

stock split basis

Restatement Impacts to the Condensed

Consolidated Statement of Cash Flows (unaudited)

For the Three Months Ended September

As Previously Reported

Restatement Impacts

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period

Accretion of convertible debt

Loss on debt extinguishment

Change in fair value of warrant liability

Restatement Impacts to the Condensed

Consolidated Statement of Shareholders’ Equity (unaudited)

As of September 30, 2022

Comprehensive

As Previously Reported

Balance, June 30, 2022

$ ( 110,397 )

Debt conversions

Share issuance costs

Reporting currency translation

Loss for the period As restated (a)

Balance, September 30, 2022 As restated (a)

$ ( 112,951 )

Restatement Impacts

Balance, June 30, 2022

Loss for the period As restated (a)

Balance, September 30, 2022 As restated (a)

Balance, June 30, 2022

$ ( 110,397 )

Debt conversions

Share issuance costs

Reporting currency translation

Loss for the period As restated (a)

Balance, September 30, 2022 As restated (a)

$ ( 114,274 )

Restatement Impacts to the Condensed

Consolidated Balance Sheet (unaudited)

As of December 31, 2022

As Previously Reported

Restatement Impacts

Deferred transaction costs

Convertible debt

Total current liabilities

Warrant liability

Total liabilities

Accumulated deficit

Total shareholders’ equity

Total liabilities and equity

Restatement Impacts to the Condensed

Consolidated Statement of Operations and Comprehensive Loss (unaudited)

For the Three Months Ended December 31,

Previously Reported

Interest expense (income)

Change in fair value of warrant liability

Loss before income taxes

Total comprehensive loss

Loss per share

Weighted average shares outstanding, on post-reverse

stock split basis

Restatement Impacts to the Condensed

Consolidated Statement of Operations and Comprehensive Loss (unaudited)

For the Six Months Ended December 31,

Previously Reported

Interest expense

Loss on debt extinguishment

Change in fair value of warrant liability

Loss before income taxes

Total comprehensive loss

Loss per share

Weighted average shares outstanding, on post-reverse

stock split basis

Restatement Impacts to the Condensed

Consolidated Statement of Cash Flows (unaudited)

For the Six Months Ended December 31,

As Previously Reported

Restatement Impacts

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period

Accretion of convertible debt

Loss on debt extinguishment

Change in financial instrument fair value

Restatement Impacts to the Condensed

Consolidated Statement of Shareholders’ Equity (unaudited)

For the Three Months Ended December 31,

Comprehensive

As Previously Reported

Balance, September 30, 2022

$ ( 112,951 )

Exercise of options

Debt conversions

Reporting currency translation

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

$ ( 115,159 )

Restatement Impacts

Balance, September 30, 2022

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

Balance, September 30, 2022

$ ( 114,274 )

Exercise of options

Debt conversions

Reporting currency translation

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

$ ( 116,703 )

Restatement Impacts to the Condensed

Consolidated Statement of Shareholders’ Equity (unaudited)

For the Six Months Ended December 31,

Common Shares

Accumulated Other Comprehensive Loss

As Previously Reported

Balance, June 30, 2022

$ ( 110,397 )

Exercise of warrants

Debt conversions

Share issuance costs

Reporting currency translation

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

$ ( 115,159 )

Restatement Impacts

Balance, June 30, 2022

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

Balance, June 30, 2022

$ ( 110,397 )

Exercise of warrants

Debt conversions

Share issuance costs

Reporting currency translation

Loss for the period As restated (a)

Balance, December 31, 2022 As restated (a)

$ ( 116,703 )

previously reported, the Company restated its consolidated balance sheets as of June 30, 2022 and 2021, and consolidated statements

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

In addition, the restatement

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

The summarized restatement impacts for the

comparable interim period in fiscal year 2022 are presented below.

The restatement corrects errors related to the accounting for

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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 March 31, 2022

Previously Reported

exchange gain

Interest expense

Loss before income

Reporting currency

Total comprehensive

Loss per share

Weighted average shares

outstanding, on post-reverse stock split basis

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

For the Three Months Ended March 31, 2022

As Previously Reported

Restatement Impacts

December 31, 2021 opening balance adjustments:

$ ( 104,494 )

$ ( 105,590 )

Accumulated other comprehensive loss

Total Shareholders’ equity

Activity adjustments:

Loss for the period

Reporting currency translation

March 31, 2022 ending balance adjustments:

Accumulated other comprehensive loss

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

For the Nine Months Ended March 31, 2022

Previously Reported

exchange loss

Interest expense

Loss before income

Reporting currency

Total comprehensive

Loss per share

Weighted average shares

outstanding, on post-reverse stock split basis

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

For the Nine Months Ended March 31, 2022

As Previously Reported

Restatement Impacts

CASH FLOWS FROM OPERATING ACTIVITIES

Total loss for the period

Accretion of convertible debt

Foreign exchange loss

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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

For the Nine Months Ended March 31, 2022

Restatement Impacts

June 30, 2021 balances as previously reported

Accumulated other comprehensive loss

Total Shareholders’ equity

Activity adjustments:

Loss for the period

Reporting currency translation

March 31, 2022 ending balance adjustments:

Accumulated other comprehensive loss

GOING CONCERN ISSUES

Company incurred a loss of $ 35,649 for the nine months ended March 31, 2023 (2022 - $ 8,080 ) and had an accumulated deficit of

$ 146,046 as of March 31, 2023.

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

does not generate any revenue.

As of March 31, 2023, the Company had cash of $ 7,145 , which may not be sufficient to fund normal

operations for the next twelve months without deferring payment on certain liabilities or raising additional funds.

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.

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.

Shares are excluded as the vesting terms were not met as of the end of the reporting period.

CONCERN ISSUES

Company incurred a loss of $ 3,387 for the three months ended September 30, 2023 (2022 - $ 3,877 ) and had a working capital deficit

of $ 10,491 and an accumulated deficit of $ 153,690 as of September 30, 2023.

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, 2023, the Company had cash

of $ 1,098 , which will 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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(expressed in thousands of U.S.

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

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 $ 2,450 per quarter

1 unchanged sentence

NioCorp expects

to have access to up to $ 61,600 in net proceeds from the Yorkville Equity Facility Financing over the next three years, as discussed

In addition, the Company may pursue 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 potential issuance of Common Shares

under the Yorkville Equity Facility Financing Agreement, the Company did not have any further funding commitments or arrangements

for additional financing as of March 31, 2023.

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.

to have access to up to $ 62,030 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville

Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors

Global, LP (“Yorkville”), through April 1, 2026.

In addition, the Company may pursue 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 potential issuance of Common Shares under the Yorkville Equity Facility Financing Agreement, the Company did not have

any further funding commitments or arrangements for additional financing as of September 30, 2023.

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.

worldwide events have created general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions,

4 unchanged sentences

on future developments, which continue to be highly uncertain and cannot be predicted at this time.

GXII TRANSACTION

Pursuant to the Business Combination Agreement, the following transactions (collectively, the “GXII

Transaction”) occurred on the Closing Date:

a result of a series of transactions, GXII became an indirect, majority-owned subsidiary

of NioCorp and changed its name to “Elk Creek Resources Corp” (“ECRC”).

the parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock

Split Common Shares in exchange for all of the

Class A shares of GXII issued and outstanding immediately prior to the Closing, including 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received

as partial payment for advisory services.

of the Class B shares of GXII issued and outstanding immediately prior to the Closing

(after giving effect to the surrender of certain Class B shares of GXII in accordance

with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor Support

Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp

and the other persons party thereto) were converted into 7,957,404 shares of Class B

common stock of GXII (now known as ECRC) as the surviving entity of the mergers that

occurred on the Closing Date as part of the GXII Transaction.

Pursuant to the Business Combination

Agreement, the Sponsor Support Agreement and the Exchange Agreement, dated as of March

17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”),

by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares of Class B

common stock of ECRC are exchangeable into Common Shares on a one-for-one basis, subject to certain

equitable adjustments, under certain conditions.

See Note 9 for additional information

regarding the Class B common stock of ECRC.

assumed GXII’s obligations under the agreement (the “GXII Warrant Agreement”)

governing the GXII share purchase warrants (the “GXII Warrants”) and issued

an aggregate of 15,666,626 warrants (the “NioCorp Assumed Warrants”) to purchase

up to an aggregate of 17,519,864 Common Shares.

See Note 10b for additional information

regarding the NioCorp Assumed Warrants.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $ 15,676

became available to the Company.

The following table summarizes the elements of the

GXII Transaction allocated to the Consolidated Statements of Operations:

Gross cash proceeds, net of transaction costs incurred by GXII

Net liabilities assumed

Warrants assumed at fair value

Earnout Shares assumed at fair value

Transaction costs expensed

Net costs allocated to other operating expense

number of Common Shares issued and outstanding immediately following the consummation of the Transactions were as follows:

Common Shares

Legacy NioCorp Shareholders

Former GXII Class A Shareholders 1

Total Common Shares Outstanding Upon Completion of Transactions

1 Includes 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received

as partial payment for advisory services.

Represents Commitment Shares (as defined below) issued under the Yorkville Equity Facility Financing Agreement.

connection with the GXII Transaction, the Company also closed the Yorkville Convertible Debt Financing and the Yorkville Equity

Facility Financing, as discussed in Note 8.

LAND AND BUILDINGS,

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

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrude liabilities

September 30,

Accounts payable, trade

Accounts payable accruals

Taxes payable

Interest and fees payable to related party

Other accruals

Trade payable accruals

Income taxes payable

Environmental accruals

Loan origination fees payable to related party

Total accounts payable and accrued liabilities

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

CONVERTIBLE DEBT

III Convertible Security

Changes in the Lind III Convertible

Security are as follows :

Balance, June 30, 2022

Fair value increase due to debt extinguishment

Accretion expense

Payment at maturity

Balance, March 31, 2023

On September 25, 2022, the Company

and Lind entered into the Lind Consent, which included the following principal terms:

(i) the consent of Lind to the GXII Transaction

disclosed in Note 5 and Yorkville Financings disclosed in Note 8, including all actions taken by NioCorp as set out in the Business

Combination Agreement to permit the completion of the Transactions;

(ii) the consent of Lind to NioCorp’s expected cross-listing

to The Nasdaq Stock Market LLC (“Nasdaq”) and the consolidation of the 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 Yorkville

Equity Facility Financing;

and (iv) the waiver of Lind of certain restrictive covenants in the CSFA.

As consideration for entering

into the Lind Consent, Lind received, amongst other things:

(i) the right to receive a payment of $500, which would have been reduced

to $200 if the Transactions had not been consummated on or before April 30, 2023 (collectively, the “Consent Payment”);

(ii) an extension of its existing participation rights under the CSFA in future financings of NioCorp for a further two-year period,

subject to certain exceptions as well as an extension of such participation rights beyond the additional two-year period if Yorkville

or any affiliate is a party to any such applicable transaction;

and (iii) the right to receive additional Warrants (the “Contingent

Consent Warrants”) if on the date that is 18 months following the Closing Date, the closing trading price of the Common Shares

on the Toronto Stock Exchange (the “TSX”) or such other stock exchange on which such shares may then be listed, is

less than C$10.00 (on a post-Reverse Stock Split basis), subject to adjustments.

The number of Contingent Consent Warrants to be

issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to US dollar exchange rate as reported

by Bloomberg, LP) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance.

Further, the number of Contingent 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 Contingent Consent Warrants.

The Lind Consent was

signed as an amendment to the existing CSFA.

Management determined that the

Lind Consent should have been evaluated using ASC 470, which requires an evaluation of the contract amendment under debt modification

The Company performed a comparison of the discounted cash flows of the Lind III Convertible Security pursuant to the

existing CSFA and pursuant to the CSFA as amended by the Lind Consent and determined that a debt extinguishment loss of $201 had

Further, ASC 470 requires that the minimum estimated Consent Payment of $200 also be included in the calculation of the

gain or loss on debt extinguishment.

The Company also evaluated the Contingent Consent Warrant feature included in the Lind Consent

and determined that the Contingent Consent Warrants meet the criteria to be considered separate, freestanding instruments, should

be accounted for as a liability under ASC 480, and should be booked at fair value on the date of the Lind Consent, with subsequent

changes in valuation recorded as a non-operating gain or loss in the statement of operations.

The following table summarizes the

components of the initial loss on extinguishment:

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

The following table summarizes the components of the initial loss on extinguishment:

Component of loss

Minimum Consent Payment at inception

Loss on debt extinguishment

Initial fair value of Contingent Consent Warrants

Initial loss on debt extinguishment

Changes in the fair value of the Contingent Consent Warrants are presented below:

Initial valuation, September 25, 2022

Change in valuation

Valuation at September 30, 2022

Change in valuation

Valuation at December 31, 2022

Change in valuation

Valuation at March 31, 2023

The Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing

a Monte Carlo simulation pricing model, which calculates multiple potential outcomes for future share prices based on historic

volatility of the Common Shares to determine the probability of issuance at 18 months following the applicable valuation date and

to determine the value of the Contingent Consent Warrants.

The following table discloses the primary inputs into the Monte Carlo

model at each valuation date, and the probability of issuance calculated by the model.

of valuation date and the probability calculated.

Key Valuation Input

September 25,

September 30,

Share price on valuation date

Risk free rate

Probability of issuance

(1) – Share price adjusted to reflect the Reverse Stock Split.

$300 loss on debt extinguishment booked in the quarter ended March 31, 2023 represents the difference between our accrual of the

minimum Consent Payment at September 25, 2022 and the actual payment made on March 17, 2023.

Loss on debt extinguishment is presented

as a non-operating expense in the Company’s consolidated statements of operations and comprehensive loss.

This accounting

also resulted in a decrease in the amount of accretion to be recognized over the remaining life of the Lind III Convertible Security

through February 2023.

Accretion expenses are disclosed as a part of interest expense, which is not included as a component of

operating costs.

Convertible Debentures

In connection with the GXII

Transaction, on January 26, 2023, NioCorp entered into definitive agreements with respect to the Yorkville Financings, including

a Securities Purchase Agreement, dated January 26, 2023 (as amended the “Yorkville Convertible Debt Financing Agreement”),

between the Company and Yorkville, and a Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity

Facility Financing Agreement”), between the Company and Yorkville.

to the Yorkville Convertible Debt Financing Agreement, at the Closing, Yorkville advanced

a total amount of $ 15,360 to NioCorp in consideration of the issuance by NioCorp to Yorkville of

(i) $ 16,000 aggregate principal amount of unsecured convertible debentures (the “Convertible Debentures”) and (ii)

Common Share purchase warrants, exercisable for up to 1,789,267 Common Shares for cash or, if at any time there is no effective

registration statement registering, or no current prospectus available for, the resale of the underlying Common Shares, on a cashless

basis, at the option of the holder, at a price per Common Share of approximately $ 8.9422 , subject to adjustment to give effect

to any stock dividend, stock split, reverse stock split or similar transaction (the “Financing Warrants”).

Convertible Debenture issued under the Yorkville Convertible Debt Financing is an unsecured obligation of NioCorp, has an 18-month

term from the Closing Date, which may be extended for one six-month period in certain circumstances at the option of NioCorp,

and incurs a simple interest rate obligation of 5 .0% per annum

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

(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 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, but not

lower than the Floor Price (as defined below), and (ii) the five-day volume-weighted average price 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 Nasdaq 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.

The “Floor Price” means a price of $2.1435 per share, which

is equal to the lesser of (a) 30% of the average of the daily volume-weighted average price of the Common Shares on the principal

market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately

preceding the Debenture Closing and (b) 30% of the average of the volume-weighted average price of the Common Shares on the principal

market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately

following the Debenture Closing, subject to certain adjustments to give effect to any stock dividend, stock split, reverse stock

split, recapitalization or similar event.

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

by Yorkville at a Conversion Price below a fixed price equal to the quotient of (i) $10.00 divided by (ii) 1.11829212 (being the

number of Common Shares that were exchanged for each share of GXII at the Closing, after giving effect to the Reverse Stock Split),

subject to adjustment to give effect to any stock dividend, stock split, reverse stock split, recapitalization or similar event.

The Convertible Debentures are subject to customary anti-dilution adjustments.

terms of the Convertible Debentures restrict the conversion of Convertible Debentures by Yorkville if such a conversion would

cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such a conversion would cause the aggregate number

of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of

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

Pursuant 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 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

Such monthly 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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

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.

conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267 Common Share purchase warrants

entitling Yorkville to purchase Common Shares (the “Financing Warrants”) at an exercise price of approximately

$ 8.9422 per Common Share (the “Exercise Price”), subject to adjustment to give effect to any stock dividend, stock

split, reverse stock split recapitalization or similar event.

Financing Warrants are 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 May 4, 2023, 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, if at any time there is no effective registration statement registering, or no current prospectus available

for, the resale of the underlying Common Shares, on a cashless exercise basis.

1/12th of the Financing Warrants will expire on

each of the first 12 monthly anniversaries of the date that is six months following the Closing Date.

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

stock exchanges, including the TSX.

terms of the Financing Warrants restrict the exercise of Financing Warrants by Yorkville if such an exercise would cause Yorkville

to exceed certain beneficial ownership thresholds in NioCorp or such an exercise would cause the aggregate number of Common Shares

issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of Common Shares under

the rules of the TSX and Nasdaq, unless prior shareholder approval is obtained.

The Financing Warrants were originally recorded as a $2,794 contingent liability on January 26, 2023,

and were subsequently marked to market through March 16, 2023 ($3,337).

The change in fair value during this period resulted in

a loss of $633, which was booked to change in fair value of warrant liability in the Statement of Operations and Comprehensive

The Financing Warrants were reclassified to shareholders equity on March 17, 2023, in connection with the closing of the

Convertible Debentures as noted below.

Company allocated the net proceeds of $ 15,360 from the Convertible Debentures as follows:

was booked to Common Shares, representing the initial fair value of the Financing Warrant

tranches on January 26, 2023 based on the Black Scholes pricing model using a risk-free interest rate of

an expected dividend yield of 0 %,

a volatility of 64.6 %,

and an expected life of 6

was booked to the convertible debt liability.

In addition, transaction costs of $ 503

were recognized as a direct deduction from the debt liability, resulting in a net opening

balance of $12,153.

This balance will be accreted to face value of the Convertible Debentures

at maturity using the effective interest method and recorded as non-cash interest expense

in the consolidated statement of operations.

in the Convertible Debentures are as follows:

Opening balance, March 17, 2023

unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville pursuant to the Securities

Purchase Agreement, dated January 26, 2023 (as amended, the “Yorkville Convertible Debt Financing Agreement”),

between the Company and Yorkville, have a maturity date of September 17, 2024 , and are

a classified as a current liability as of September 30, 2023.

Changes in the Convertible Debentures are as follows:

Changes in the convertible debentures

Opening balance, June 30, 2023

Accretion expense

Balance, March 31, 2023

The 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.

If 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.

The Company obtained a waiver from Yorkville with respect to any acceleration rights it may have under the Convertible Debentures

in connection with the restatements of the Company's financial statements for the periods ended September 30, 2022 and December

31, 2021 and the delay in filing the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023.

on the Company’s closing Common Share price of $ 6.36 as of March 31, 2023, conversion of the remaining Convertible Debenture

balance, including accrued interest, would require the issuance of

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

approximately 2,723,500 Common Shares.

Principal and accrued interest converted

Balance, September 30, 2023

Unamortized debt issuance costs

Remaining principal balance, September 30, 2023

on the Company’s closing Common Share price of $ 3.63 as of September 30, 2023, conversion of the remaining Convertible Debenture

balance, including accrued interest, would require the issuance of approximately 2,448,730 Common Shares.

For each $0.10 change

1 unchanged sentence

69,400 shares.

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.

Equity Facility Financing

with the closing of the Recapitalization Transaction, the Yorkville Equity Facility Financing became effective.

Pursuant to the Yorkville

Equity Facility Financing Agreement, Yorkville has committed to purchase up to $ 65,000 of Common Shares (the “Commitment

Amount”), at NioCorp’s direction from time to time for a period commencing upon the Closing Date and ending on the

earliest of (i) the first day of the month next following the 36-month anniversary of the 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”), subject to certain limitations and the

satisfaction of the conditions in the Yorkville Equity Facility Financing Agreement.

The Common Shares that may be sold pursuant

to the Yorkville Equity Facility Financing Agreement would be purchased by Yorkville at a purchase price equal to 97 % of the daily

volume-weighted average price of the Common Shares on Nasdaq or such other principal U.S.

market for the Common Shares if the

Common Shares are ever listed or traded on the New York Stock Exchange or the NYSE American as reported by Bloomberg Financial

Markets (or, if not available, a similar service provider of national recognized standing) during the applicable pricing period,

which is a period during a single trading day or a period of three consecutive trading days, at the Company’s option and

subject to certain restrictions, in each case, defined based on when an Advance Notice (as defined in the Yorkville Equity Facility

Financing Agreement) is submitted, subject to certain limitations.

to the terms of the Yorkville Equity Facility Financing Agreement, NioCorp issued 81,213 of Common Shares (the “Commitment

Shares”) valued at $ 650 to Yorkville as consideration for its irrevocable commitment to purchase Common Shares under the

Yorkville Equity Facility Financing Agreement.

Additionally, NioCorp is required to pay Yorkville an aggregate cash fee of $ 1,500

(the “Cash Fee”), including $ 500 that NioCorp paid on the Closing Date and the remainder that it will pay in installments

over a 12 -month period following the Closing Date, provided that, it will have the right to prepay without penalty all or part

of the remaining installments of the Cash Fee at any time.

In addition, legal and other costs of $ 496 were incurred in connection

with the Yorkville Equity Facility Financing and were expensed on the effective date.

As of March 31, 2023, no Common Shares had

been issued under the Yorkville Equity Facility Financing Agreement.

The following amounts related to the Yorkville Equity Facility Financing Agreement

were expensed as other operating costs during the quarter ended March 31, 2023:

Schedule of expenses as other operating costs

Yorkville Cash Fee

Fair value of Commitment Shares issued

Legal and other related costs

Net costs expensed to other operating expense

B COMMON STOCK OF ECRC

to the Business Combination Agreement, the Sponsor Support Agreement, and the Exchange Agreement, after the Closing, the GXII

founders have the right to exchange shares of Class B common stock of ECRC for Common Shares on a one-for-one basis, subject to

certain equitable adjustments, under certain conditions.

All 7,957,404 shares of Class B common stock

of ECRC that were issued in connection with the Closing were issued and outstanding as of March 31, 2023.

Of the issued

and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the “Vested Shares”) were vested

as of the Closing Date and are exchangeable at any time, and from time to time, until the tenth anniversary of the Closing Date

(the “Ten-Year Anniversary”) and 3,391,596 shares (the “Earnout Shares”) are exchangeable until the Ten-Year

Anniversary, subject to certain vesting conditions.

Under certain circumstances, and subject to certain exceptions, NioCorp may

instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of Common Shares,

based on a volume-weighted average price of Common Shares.

of the shares of Class B common stock of ECRC are subject to the Amended and Restated Registration Rights Agreement, dated as

of March 17, 2023 (the “Registration Rights and Lock-up Agreement”), among NioCorp, GXII, the Sponsor, the pre-Closing

directors and officers of NioCorp and the other parties thereto, including the members of the Sponsor.

Pursuant to Registration

Rights and Lock-up Agreement, all shares of

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

Class B common Stock of ECRC (including the Vested Shares and the Released Earnout

Shares) are subject to certain “lock-up” restrictions on transfer beginning upon the

Closing and ending upon the earlier of (i) one year after the Closing and (ii) the date on which the trading price of Common Shares

exceeds certain thresholds or the date on which NioCorp completes a transaction that results in all of NioCorp’s shareholders

having the right to exchange their Common Shares for cash, securities or other property.

Both Vested Shares and Released Earnout

Shares may be exchanged by the holders into Common Shares at any time.

Under the Exchange Agreement, all Vested Shares

and Earnout Shares must be exchanged for Common Shares by the Ten-Year Anniversary except for Released Earnout Shares that have

been vested for a period of fewer than twenty-four months as of the Ten-Year Anniversary.

Such Released Earnout Shares will be

forfeited if not exchanged for Common Shares by the date that is twenty-four months after the vesting date.

the exchange of Vested Shares are contingently redeemable at the option of the noncontrolling interest shareholders, the Company

classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance

sheet, which is presented above the equity section and below liabilities.

The redeemable noncontrolling interests are classified

as a Level 1 financial instrument and are measured at the fair value of the Company’s Common Shares at each reporting period.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

Earnout Shares vest (the “Released Earnout Shares”) in two equal tranches based upon achieving market share price

milestones of approximately $12.00 per Common Share and approximately $15.00 per Common Share, respectively, prior to the Ten-Year

Anniversary, or upon a change in control as defined in the underlying agreement.

These shares will be forfeited if the market

share price milestones or an acceleration event is not reached prior to the Ten-Year Anniversary.

At such time that the Earnout

Shares shall become vested, and therefore, become Released Earnout Shares, the shares will be transferred to the redeemable noncontrolling

interest in the mezzanine section of the consolidated balance sheet.

The Earnout Shares were classified as a liability due to failure to meet the equity classification criteria

under ASC 815-40, as Level 3 instruments under the fair value hierarchy and are considered a financial liability under ASC 480,

Distinguishing Liabilities from Equity.

The Earnout Shares were measured at fair value on the Closing Date with subsequent changes

in fair value recorded in earnings.

The Earnout Shares were valued utilizing a Monte Carlo simulation pricing model, which calculates

multiple potential outcomes for future share prices and establishes current fair value based on the most likely outcome.

The following

table discloses the primary inputs into the Monte Carlo models.

The following table discloses the primary inputs into the Monte Carlo models.

September 30, 2023

(expressed in thousands of U.S.

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

B COMMON STOCK OF ECRC

shares of Class B common stock of Elk Creek Resource Corporation (“ECRC”), an indirect, majority-owned subsidiary

of NioCorp formerly known as GX Acquisition Corp.

II (“GXII”), the rights of the holders of which to exchange such

shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the “Earnout

Shares”), were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

following table discloses the primary inputs into the Monte Carlo Model

Valuation Input

Common Share price

March 17, 2033

Implied volatility of Public Warrants

The following table sets forth

a summary of the changes in the fair value of the Earnout Shares liability for the period ended March 31, 2023:

Fair value as of March 17, 2023

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three months ended

September 30, 2023:

Fair value as of June 30, 2023

Change in fair value

Fair value as of March 31, 2023

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

Schedule of stock option

Number of Options

Weighted Average Exercise Price

Fair value as of September 30, 2023

September 1, 2023, the Company closed a non-brokered private placement (the “September 2023 Private Placement”) of

units of the Company (the “September 2023 Units”).

A total of 250,000 September 2023 Units were issued at a price

per September 2023 Unit of $ 4.00 , for total gross proceeds to the Company of $ 1,000 .

Each September 2023 Unit consists of one

Common Share and one Warrant (“September 2023 Warrant”).

Each September 2023 Warrant entitles the holder to acquire

one Common Share at a price of $ 4.60 at any time prior to September 1, 2025.

Proceeds of the September 2023 Private Placement

will be used for continued advancement of the Company’s Elk Creek Critical Minerals Project and for working capital and

general corporate purposes.

September 2023 Warrants were classified as an equity instrument and accordingly, the net proceeds of $ 962 were allocated based

on the relative fair values of the Common Shares and the September 2023 Warrants on the date of issuance.

The amount allocated

to the fair value of the September 2023 Warrants was $ 254 and the balance of the proceeds of $ 708 was allocated to the Common

The fair value of the September 2023 Warrants issued was computed using the Black Scholes option pricing model using the

following assumptions:

an expected life of 2.0 years, a risk-free interest rate of 4.85 %, an expected volatility of 71.63 %, and

an expected dividend rate of 0 %.

Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the three months ended

September 30, 2023:

Common Shares

Market Value of

Shares Issued

September 12, 2023

September 18, 2023

on transaction represents a non-cash expense equal to the difference between the proceeds received and the fair value of the Common

Shares issued based on The Nasdaq Stock Market LLC closing price per Common Share on the issuance date and is recorded in other

operating expenses in the consolidated statement of operations and comprehensive loss.

Schedule of stock options

Weighted Average

Exercise Price

Balance, June 30, 2023

Cancelled/expired

Balance, March 31, 2023

following table summarizes information about Options outstanding at March 31, 2023:

Intrinsic Value

November 15, 2023

December 14, 2023

December 16, 2023

December 17, 2024

March 27, 2026

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

Share price of C$ 8.57 as of March 31, 2023, that would have been received by the Option holders had all Option holders exercised

their Options as of that date.

As of March 31, 2023, there was $ 0 of unrecognized compensation cost related to unvested share-based

compensation arrangements granted under the Option plans.

Schedule of warrant transactions

Average Exercise Price

June 30, 2022

Cancelled/expired

March 31, 2023

(1) Includes 15,666,626

NioCorp Assumed Warrants assumed in connection with the Closing of the Transactions discussed below.

March 31, 2023, the Company had outstanding exercisable Warrants, as follows:

Schedule of outstanding exercisable warrants

Balance, September 30, 2023

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

June 30, 2024

February 19, 2025

March 17, 2028

(1) Represents the Financing Warrants, 1/12th of which will expire on each of the first 12 monthly anniversaries

of the date that is six months following the Closing Date.

connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed the GXII Warrant Agreement and

each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one NioCorp

Assumed Warrant pursuant to the GXII Warrant Agreement, as amended by an Assignment, Assumption and Amendment Agreement, dated March 17, 2023, among the Company, GXII, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare Inc.

and its affiliate, Computershare Trust Company, N.A, together as the successor warrant agent (the “NioCorp Assumed Warrant Agreement”).

In connection with the Closing, NioCorp issued (a) 9,999,959

September 30, 2023

(expressed in thousands of U.S.

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

following table summarizes information about Options outstanding at September 30, 2023:

Intrinsic Value

connection with the closing of the previously publicly disclosed business combination transaction

on March 17, 2023 (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the

GXII Warrants, as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”),

and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”).

The Company issued (a) 9,999,959

public NioCorp Assumed Warrants (the “Public Warrants”) in respect of the GXII Warrants that were publicly traded

prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “Private Warrants”) to the Sponsor in respect

of the GXII Warrants that it held prior to the Closing, which NioCorp Assumed Warrants were subsequently distributed by the Sponsor

to its members in connection with the Closing.

Each NioCorp Assumed Warrant

entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares

(subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like).

No fractional shares

will be issued upon exercise of any NioCorp Assumed Warrants, and fractional shares that would otherwise be due to the exercising

holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required to net cash settle any

NioCorp Assumed Warrant.

The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in

part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders,

(ii) the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period

ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders and

(iii) there is an effective registration statement covering the Common Shares issuable upon exercise of the Public Warrants, and

a current prospectus relating thereto, available through the redemption date.

Upon issuance of a redemption notice by the Company,

the warrant holders will have until the redemption date to exercise for cash, or, at the Company’s election, on a cashless

The Public Warrants are not precluded from equity classification and are accounted for as such on the date of issuance,

and each balance sheet date thereafter.

Because the Transactions resulted in an excess of liabilities over assets acquired, no

value was ascribed to the Public Warrants.

The Private Warrants:

be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company,

in either case as long as the Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as

prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant Agreement, any Private Warrants

that are held by someone other than the Sponsor, its members or any their permitted transferees are treated as Public Warrants.

The Company accounts for the Private Warrants assumed in the Transactions in accordance with the guidance

contained in ASC 815-40.

Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment

thereunder, each Private Warrant must be recorded as a liability.

This liability is subject to re-measurement at each balance sheet

With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair

value recognized in the Company’s statement of operations.

The Company will reassess the classification at each balance

Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using

a Black Scholes model with the following assumptions:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “Private Warrants”) to GX Sponsor II LLC (the

Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212

Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like).

fractional shares will be issued upon exercise of any Private Warrants, and fractional shares that would otherwise be due to the

exercising holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required to net cash

settle any Private Warrant.

Private Warrants:

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not

be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their

permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant

Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any their permitted transferees

are treated as Public Warrants.

Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a

Black Scholes model with the following assumptions:

Key Valuation Input

March 17, 2023

March 31, 2023

September 30,

Stock price on valuation date

2 unchanged sentences

Dividend yield

in the fair value of the Private Warrants are shown below:

Initial valuation, March 17, 2023

Change in valuation

Valuation at March 31, 2023

PARTY TRANSACTIONS AND BALANCES

under the non-revolving credit facility agreement (the “Smith Credit Facility”) with Mark Smith, Chief Executive Officer,

President, and Executive Chairman of NioCorp, bear interest at a rate of 10 % and drawdowns from the Smith Credit Facility are

subject to a 2.5 % establishment fee.

Amounts outstanding under the Smith Credit Facility are secured by all of the Company’s

assets pursuant to a general security agreement.

The Smith Credit Facility contains financial and non-financial covenants customary

for a facility of its size and nature.

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

On February 28, 2023,

the Smith Credit facility was amended to increase the borrowing limit to $ 4,000 from the previous limit of $ 3,500 .

subsequently drew down $ 1,130 , leaving an available balance under the Smith Credit Facility of $52.

On March 22, 2023, the Company repaid Mr.

Smith $2,000, representing $159 of interest and $1,841 of principal

borrowed under the Smith Credit Facility.

This repayment was made out of funds transferred to the Company from the GXII trust account

on the Closing Date.

As of March 31, 2023, the principal amount outstanding under the Smith Credit Facility was $1,289 and accounts

payable and accrued liabilities as of March 31, 2023, include accrued interest of $3 and $28 of origination fees payable under

the Smith Credit Facility.

Expected warrant life in years

change in the Private Warrants liability is presented below:

Fair value at June 30, 2023

Change in fair value

Fair value at September 30, 2023

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(expressed in thousands of U.S.

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

Consent Warrants

consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind

Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind”), Lind received, amongst other

things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, 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$10.00, subject to adjustments.

The number of Contingent Consent Warrants to be issued, if any, is based on the Canadian

dollar equivalent (based on the then current Canadian to US dollar exchange rate as reported by Bloomberg, LP) of $5,000 divided

by the five-day volume weighted average price of the Common Shares on the date of issuance.

Further, the number of Contingent

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 Contingent Consent Warrants.

Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation

pricing model, which calculates multiple potential outcomes for future share prices based on historic volatility of the Common

Shares to determine the probability of issuance at 18 months following the applicable valuation date and to determine the value

of the Contingent Consent Warrants.

The following table discloses the primary inputs into the Monte Carlo model at the balance

sheet date and the probability of issuance calculated by the model.

Key Valuation Input

September 30,

Share price on valuation date

Risk free rate

Probability of issuance

change in the fair value of the Contingent Consent Warrants is presented below:

Fair value at June 30, 2023

Change in fair value

Fair value at September 30, 2023

measurement date for the potential issuance of Contingent Consent Warrants is September 17, 2024, and therefore, as of September

30, 2023, the Contingent Consent Warrants are classified as a current liability.

EXPLORATION EXPENDITURES

Schedule of exploration expenditures

For the Three Months Ended

For the Nine Months Ended

For the Three Months

Ended September 30,

Technical studies and engineering

4 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

September 30, 2023

(expressed in thousands of U.S.

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

Company incurred lease costs as follows:

For the Three Months Ended

For the Nine Months Ended

For the Three Months

Ended September 30,

Operating Lease Cost:

4 unchanged sentences

Net lease cost – other operating expense

maturities of lease liabilities are as follows at March 31, 2023:

Future Lease Maturities

maturities of lease liabilities are as follows at September 30, 2023:

Total remaining lease payments

3 unchanged sentences

Non-current lease liability

February 21, 2023, the Company executed an amendment to its existing office lease agreement, extending the lease for 39 months

through January 31, 2027.

FAIR VALUE MEASUREMENTS

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.

Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables,

or other financial liabilities depending on their nature.

Financial assets and financial liabilities are recognized at fair value

on their initial recognition.

assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.

Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified

as held-for-trading are measured at amortized cost, using the effective interest method of amortization.

Financial assets classified

as available-for-sale, including investments in equity securities, are measured at fair value, with unrealized gains and losses

being recognized in income.

instruments including receivables, accounts payable and accrued liabilities, and related party loans are carried at amortized

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

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

of March 31, 2023, and June 30, 2022, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

of September 30, 2023, and June 30, 2023, 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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2023

(expressed in thousands

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

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

As of March 31, 2023

Schedule fair values determined by Level 3 inputs are unobservable data

As of September 30, 2023

Cash and cash equivalents

1 unchanged sentence

Earnout Shares liability

Warrants liabilities

Warrant liabilities

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2023

(expressed in thousands of U.S.

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

As of June 30, 2023

1 unchanged sentence

Investment in equity securities

Yorkville Convertible Debt Financing discussed in Note 8 was initially recorded at fair value, which

represented a nonrecurring fair value measurement using a Level 3 input.

At March 31, 2023, the estimated fair value of this instrument

approximated carrying value given that the instrument was issued in March 2023 and has a short time period until maturity.

April 28, 2023, the Company issued and sold 314,465 Common Shares in a registered direct offering at a price of $ 6.36 per share.

Net proceeds to the Company from the offering were approximately $ 1,800 .

NioCorp intends to use the net proceeds from the offering

for working capital and general corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project

and move it to commercial operation.

Earnout Shares liability

Warrant liabilities

Convertible Debentures discussed in Note 5 were initially recorded

at fair value, which represented a nonrecurring fair value measurement using a Level 3 input.

At September 30, 2023, the estimated

fair value of this instrument approximated carrying value given that the instrument was issued in March 2023 and has a short time

period until maturity.

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