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Item 1. Financial Statements

2024-02-13 compared with 2023-11-13 · 302 added, 197 removed, 287 unchanged (63% of the section changed)

FINANCIAL STATEMENTS

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)

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

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

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

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

Notes to condensed consolidated financial statements (unaudited)

1 unchanged sentence

Condensed Consolidated Balance Sheets

(expressed in thousands of

dollars, except share data) (unaudited)

September 30,

(expressed in thousands of U.S.

dollars, except share data)

Cash and cash equivalents

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Total liabilities, redeemable noncontrolling interest, and shareholders’ deficit

The accompanying notes are an integral

part of these condensed consolidated financial statements.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive

(expressed in thousands of

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

For the Three Months Ended

September 30,

(expressed in thousands of U.S.

dollars, except share and

per share data) (unaudited)

For the Three Months

Ended December 31,

For the Six Months

Ended December 31,

Operating expenses

7 unchanged sentences

Debt extinguishment

Foreign exchange (gain) loss

Interest expense

Other loss (gain) on equity securities

Foreign exchange loss (gain)

Interest expense (income)

Loss on equity securities

Loss before income taxes

10 unchanged sentences

Weighted average common shares outstanding, basic and diluted

The accompanying notes are an integral

part of these condensed consolidated financial statements.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of

(expressed in thousands of U.S.

dollars) (unaudited)

For the Three Months Ended

September 30,

For the Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Loss on debt extinguishment

Loss on equity facility shares issued

Fair value of private placement warrants

Loss on Yorkville equity facility shares issued

Foreign exchange loss

Unrealized loss (gain) on equity securities

Gain on sale of assets

Unrealized loss on equity securities

Non-cash lease activity

3 unchanged sentences

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

1 unchanged sentence

Share issue costs

Payment of deferred transaction costs

Net cash provided by (used in) financing activities

9 unchanged sentences

Deferred transaction costs, accrued but not paid

The accompanying notes are an integral

part of these condensed consolidated financial statements.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

1 unchanged sentence

(Deficit) Equity and Redeemable Noncontrolling Interest

(expressed in thousands of

dollars, except for share amounts) (unaudited)

(expressed in thousands of U.S.

dollars, except for share

amounts) (unaudited)

Comprehensive

Noncontrolling

Redeemable Noncontrolling Interest

Balance, September 30, 2022

$ ( 114,274 )

Exercise of options

Debt conversions

Foreign currency translation adjustment

Loss for the period

Balance, December 31, 2022

$ ( 116,703 )

Balance, September 30, 2023

$ ( 153,690 )

Exercise of options

Private placement

Yorkville equity facility draws

Debt conversions

Share issuance costs

Loss for the period

Balance, December 31, 2023

$ ( 156,981 )

Comprehensive

Redeemable Noncontrolling Interest

Balance, June 30, 2022

$ ( 110,397 )

Exercise of options

Debt conversions

Share issuance costs

Reporting currency presentation

Foreign currency translation adjustment

Loss for the period

Balance, September 30, 2022

Balance, December 31, 2022

$ ( 116,703 )

1 unchanged sentence

$ ( 150,477 )

Private placement

Yorkville equity facility

Exercise of options

Private placements

Yorkville equity facility draws

Debt conversions

1 unchanged sentence

Loss for the period

Balance, September 30, 2023

Balance, December 31, 2023

$ ( 156,981 )

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)

The 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)

Developments Ltd.

(“we,” “us,” “our,” “NioCorp” or the “Company”)

2 unchanged sentences

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

October 2023, NioCorp Technologies Ltd.

(“Technologies”), a wholly owned subsidiary of the Company, was incorporated

in the United Kingdom (the “UK”).

The initial capital contribution in Technologies was £100 for 100 ordinary

Technologies was formed to provide the ability to take advantage of various business opportunities in the UK, including

research and development of aluminum-scandium alloys.

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

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

BASIS OF PREPARATION

Basis of Preparation

and Consolidation

accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted

accounting principles of the United States of America (“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.

OF PREPARATION

of Preparation and Consolidation

accompanying 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

of the financial position, results of operations, and cash flows at December 31, 2023, and for all periods presented, have been

included in these interim condensed consolidated financial statements.

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for the full year ending June 30, 2024, or future operating periods.

Recent Accounting

Accounting Standards

and Not Effective

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

October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements

- Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative .

The amendments in

this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification

(“ASC”) in response to the SEC’s Release No.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Disclosure Update and Simplification Initiative, and

align the ASC’s requirements with the SEC’s regulations.

For entities subject to the SEC’s existing disclosure

requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure

from Regulation S-X or Regulation S-K becomes effective.

However, if by June 30, 2027, the SEC has not removed the related disclosure

from its regulations, the amendments will be removed from the ASC and not become effective.

Early adoption is prohibited.

currently in the process of evaluating the impact of the amendment on our consolidated financial statements and related disclosures.

November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through

enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses

that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The amendments

are effective for the Company’s annual periods beginning July 1, 2024, and interim periods beginning July 1, 2025, with

early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which includes amendments

that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories

and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning June 1, 2025,

with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating

the ASU to determine its impact on the Company’s disclosures.

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.

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

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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)

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

compensation.

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To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

Basic and Diluted

Earnings per Share

and Diluted Earnings per Share

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

2 unchanged sentences

attributable to common shareholders:

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

For the Three Months Ended

September 30,

For the Six Months Ended

Net loss attributable to noncontrolling interest

1 unchanged sentence

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

Net loss attributed to

common shareholders - basic and diluted

Net loss attributed to common shareholders - basic and diluted

Weighted average shares outstanding – basic and diluted

2 unchanged sentences

(“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,

to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three- and

six-month periods indicated below.

Schedule of excluded from the dilutive securities

For the Three and Six Months Ended

Excluded potentially dilutive securities (1)(2) :

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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.

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.

Company incurred a loss of $ 6,774 for the six months ended December 31, 2023 (2022 - $ 6,306 ) and had a working capital deficit

of $ 10,629 and an accumulated deficit of $ 156,981 as of December 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 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

over the preceding three-year period, is dependent on management’s ability to secure additional financing.

NioCorp expects

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,

increased interest rates and inflation, and the potential for geographic recessions.

We believe this could have an adverse impact

on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current

The full extent to which these events and our precautionary measures may continue to impact our business will depend

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

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrude liabilities

September 30,

As of December 31, 2023, the Company had cash

of $ 634 , which will not be sufficient to fund normal operations for the next twelve months.

These conditions and events raise substantial doubt about the Company’s ability to continue as a going

response to these conditions and events, the Company plans to obtain additional financing.

NioCorp expects to have access to

up to $ 61,796

in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility

Financing Agreement”), between

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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.

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 December 31, 2023.

The Company’s plans to obtain additional financing have

not been finalized, are subject to market conditions, and are not within the Company’s control and therefore cannot be

deemed probable.

Further, the Company will be required to raise additional funds for the construction and commencement of

As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the

Company’s ability to continue as a going concern.

These interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities

Accounts payable, trade

4 unchanged sentences

Total accounts payable and accrued liabilities

CONVERTIBLE DEBT

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.

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 classified as a current liability as of December 31,

Changes in the Convertible Debentures are as follows:

Changes in the convertible debentures

Changes in the Convertible Debentures are as follows

Opening balance, June 30, 2023

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Principal and accrued interest converted

Balance, September 30, 2023

Balance, December 31, 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

Remaining principal balance, December 31, 2023

on the Company’s closing Common Share price of $ 3.19 as of December 31, 2023, conversion of the remaining Convertible Debenture

balance, including accrued interest, would require the issuance of approximately 2,089,860 Common Shares.

2 unchanged sentences

67,600 shares.

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.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

B COMMON STOCK OF ECRC

4 unchanged sentences

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

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:

Key Valuation Input

Closing Common Share price

Term (expiry)

March 17, 2033

Risk-free rate

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three- and six-month

periods ended December 31, 2023:

Fair value as of June 30, 2023

1 unchanged sentence

Fair value as of September 30, 2023

Change in fair value

Fair value as of December 31, 2023

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

17 unchanged sentences

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:

December 22, 2023, the Company closed a non-brokered private placement (the “December 2023 Private Placement”) of

413,432 units of the Company (the “December 2023 Units”).

Each December 2023 Unit consists of one Common Share and

one Warrant (“December 2023 Warrant”).

Each December 2023 Warrant entitles the holder to acquire one Common Share

at a price of $ 3.54 at any time until December 22, 2025.

274,587 of the December 2023 Units were issued and sold to certain accredited

investors, who are not affiliated

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

with the Company but with whom the Company had a pre-existing relationship, at a price of $ 3.08

per December 2023 Unit, and 138,845 of the December 2023 Units were issued and sold to certain officers and directors of the Company

(the “Insider Investors”), at a price of $ 3.205 per December 2023 Unit.

The price per December 2023 Unit paid by the

Insider Investors included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors

which allowed the Insider Investors to participate in the December 2023 Private Placement in accordance with the rules of The

Nasdaq Stock Market LLC (“Nasdaq”).

The Company received aggregate gross proceeds from the December 2023 Private Placement

of approximately $ 1,290 .

Proceeds of the December 2023 Private Placement will be used for continued advancement of the Elk Creek

Project and for working capital and general corporate purposes.

The Company recorded a non-cash expense of $ 92 and $ 10 to other operating expense and employee related costs, respectively, representing the excess of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

December 2023 Warrants were classified as an equity instrument and accordingly, the estimated net proceeds of $ 1,241 were allocated

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

The amount allocated

to the fair value of the December 2023 Warrants was $ 264 and the balance of the proceeds of $ 977 was allocated to the Common Shares.

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

an expected life of 2.0 years, a risk-free interest rate of 4.33 %, an expected volatility of 54.8 %, and an expected

dividend rate of 0 %.

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

December 31, 2023:

Common Shares

3 unchanged sentences

September 18, 2023

November 30, 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.

Shares issued based on the Nasdaq 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

3 unchanged sentences

Cancelled/expired

Balance, 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)

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

Balance, December 31, 2023

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

Exercise Price

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 GX Sponsor II LLC (the

December 17, 2024

March 27, 2026

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Schedule of warrant transactions

Weighted Average

Exercise Price

Balance, June 30, 2023

Balance, December 31, 2023

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

Warrants expire in equal monthly tranches from January 17, 2024 through September 17, 2024

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 GX Sponsor II LLC (the “Sponsor”).

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

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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:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

(expressed in thousands of

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

Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points.

The following observable data points were used in calculating the fair value of the Private Warrants using a

Black Scholes model:

Key Valuation Input

September 30,

Stock price on valuation date

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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)

Change in fair value

Fair value at December 31, 2023

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.

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

5 unchanged sentences

Key Valuation Input

September 30,

Share price on valuation date

1 unchanged sentence

Probability of issuance

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

(expressed in thousands of

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

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

2 unchanged sentences

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

Change in fair value

Fair value at December 31, 2023

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

31, 2023, the Contingent Consent Warrants are classified as a current liability.

EXPLORATION EXPENDITURES

Schedule of exploration expenditures

For the Three Months

Ended September 30,

Ended December 31

For the Six Months

Ended December 31,

Technical studies and engineering

2 unchanged sentences

Geologists and field staff

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)

Company incurred lease costs as follows:

For the Three Months

Ended September 30,

Ended December 31,

For the Six Months

Ended December 31,

Operating Lease Cost:

4 unchanged sentences

Net lease cost – other operating expense

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

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

Future Lease Maturities

Total remaining lease payments

3 unchanged sentences

Non-current lease liability

FAIR VALUE MEASUREMENTS

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

(expressed in thousands of

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

VALUE MEASUREMENT

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

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.

of December 31, 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.

Schedule fair values determined by Level 3 inputs are unobservable data

As of September 30, 2023

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

As of December 31, 2023

Cash and cash equivalents

2 unchanged sentences

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

5 unchanged sentences

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

At September 30, 2023, the estimated

At December 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

1 unchanged sentence

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