What changed in this filing

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Item 1. Business

2024-09-23 compared with 2023-10-06 · 261 added, 186 removed, 391 unchanged (53% of the section changed)

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was incorporated under the laws of the Province of British Columbia under the Business Corporations Act (British Columbia) on

February 27, 1987, under the name “IPC International Prospector Corp.” On May 22, 1991, we changed our name to “Kingston

Resources Ltd.” On June 29, 2001, we changed our name to “Butler Developments Corp.” On February 12, 2009, we

changed our name to “Butler Resource Corp.” On March 4, 2010, we changed our name to “Quantum Rare Earth Developments

Corp.” On March 4, 2013, we changed our name to “NioCorp Developments Ltd.”

is a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, and New Brunswick.

Our registered and records office

is located at 595 Burrard Street, Suite 2600, Vancouver, British Columbia V7X 1L3 (ATTN:

February 27, 1987, under the name “IPC International Prospector Corp.” On May 22, 1991, we changed our name to

“Kingston Resources Ltd.” On June 29, 2001, we changed our name to “Butler Developments Corp.” On February

12, 2009, we changed our name to “Butler Resource Corp.” On March 4, 2010, we changed our name to “Quantum

Rare Earth Developments Corp.” On March 4, 2013, we changed our name to “NioCorp Developments Ltd.”

is an SEC (as defined herein) reporting company, and we are also a Canadian reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario,

and New Brunswick.

Our registered and records office is located at 1133 Melville Street, Suite 3500, Vancouver, British Columbia

V6E 4E5 (ATTN:

Blake, Cassels & Graydon LLP).

principal executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112.

Our principal executive office is located at 7000 South Yosemite Street, Suite

115, Centennial, Colorado 80112.

Development of the Business

2009 and 2010, the Company commenced mineral exploration activities in the Elk Creek, Nebraska area, including negotiations with

local landowners for land access agreements.

The acquisition of the carbonatite property located in Southeast Nebraska, USA (the

“Elk Creek Property”) was closed in December 2010 and involved the purchase of all of the issued and outstanding common

shares of 0859404 BC Ltd., a private British Columbia company, which in turn held 100% of the issued and outstanding shares of

Elk Creek Resources Corp., a Nebraska corporation (“Old ECRC”), and was signatory to the option agreements covering

the Elk Creek Property area.

A new Canadian company, 0886338 BC Ltd.

was formed to merge with 0859404 BC Ltd., and this merged

entity was subsequently amalgamated into 0896800 B.C.

Ltd., a private British Columbia company and a wholly owned subsidiary of

the Company (“0896800”).

Company commenced a field exploration program in 2011, which included verification of previous work which was completed on the

acquisition of the carbonatite property located in Southeast Nebraska, USA (the “Elk Creek Property”) was closed in

December 2010 and involved the purchase by NioCorp of all of the issued and outstanding common shares of a private British Columbia

company, which in turn held 100% of the issued and outstanding shares of Elk Creek Resources Corp., a Nebraska corporation (“Old

Company commenced a field exploration program in 2011, which included verification of previous work that was completed on the

Elk Creek Property in the 1970s and 1980s, re-assaying of historic drill core, an airborne geophysical survey and the completion

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associated with the planned construction of the surface and underground features of the project, as well as obtaining a State

of Nebraska permit which describes all the prospective air emissions from a facility (the “Air Permit”).

The Air Permit

required the completion of an air quality model that demonstrates compliance with the U.S.

National Ambient Air Quality Standards

limits on atmospheric concentration of six pollutants that cause smog, acid rain, and other health hazards, as established by

the EPA (“NAAQS”).

The final Air Permit was issued by the State of Nebraska on June 2, 2020, for the Elk Creek Project.

of Nebraska permit which describes all the prospective air emissions from the facility (the “Air Permit”).

Permit required the completion of an air quality model that demonstrates compliance with the U.S.

National Ambient Air Quality

Standards limits on atmospheric concentration of six pollutants that cause smog, acid rain, and other health hazards, as established

by the EPA (“NAAQS”).

The final Air Permit was issued by the State of Nebraska on June 2, 2020, for the Elk Creek

fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue

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This work illustrated

that NioCorp could recover and produce high purity, fully separated magnetic rare earth products, such as neodymium-praseodymium

that NioCorp could recover and produce high purity, fully separated magnetic rare earth oxide products, specifically neodymium-praseodymium

oxide, dysprosium oxide, and terbium oxide in addition to the niobium, scandium, and titanium products already planned for production

by the Company, once project financing is secured and additional work has been completed on the technical and economic feasibility

of adding REEs to the Elk Creek Project’s existing planned product suite.

Following the success of this testing, the Company

advanced the construction of a demonstration-scale processing plant located in Trois-Rivieres, Quebec built by the Company and

L3 Process Development (“L3”) and operated by L3 (the “Demonstration Plant”).

fiscal year 2023, we completed construction and operated the Demonstration Plant.

The Demonstration Plant results showed higher

recoveries for our primary niobium product, much higher recoveries and a higher value titanium product in the form of titanium

tetrachloride, and a high recovery rate for the three planned rare earth oxides of consequence:

neodymium/praseodymium oxide,

dysprosium oxide and terbium oxide.

In addition, we completed initial site preparation work at the Elk Creek Project, which consisted

of tree and brush clearing.

A geotechnical investigation at the project site was also completed, which involved excavated test

pits, geotechnical borings and the installation of shallow groundwater piezometers.

The geotechnical program generated valuable

data for the firms that are working on the detailed design of the facilities and infrastructure associated with the Elk Creek

regarding the Elk Creek Project is discussed below under Item 2., “Properties.”

Company’s business operations are conducted primarily through ECRC (as defined below).

The table below provides an overview

of the Company’s current subsidiaries and their activities.

State/Province

by the Company

only business of 0896800 is to hold the shares of Class A common stock of ECRC

Creek Resources Corp.

of the Class A common stock through 0896800

business of ECRC is the development of the Elk Creek Project

Corporate Events

of potentially adding REEs to the Elk Creek Project’s existing planned product suite.

Following the success of this testing,

the Company advanced the construction of a demonstration-scale processing plant located in Trois-Rivieres, Quebec built by the

Company and L3 Process Development (“L3”) and operated by L3 (the “Demonstration Plant”).

fiscal year 2023, we completed the 2023 Transactions and construction and operated the Demonstration Plant.

The Demonstration

Plant results showed higher recoveries for our primary niobium product, higher recoveries and a higher value titanium product

in the form of titanium tetrachloride, and a high recovery rate for the three planned rare earth oxides of consequence:

neodymium/praseodymium

oxide, dysprosium oxide and terbium oxide.

In addition, we completed initial site preparation work at the Elk Creek Project, which

consisted of tree and brush clearing.

A geotechnical investigation at the Elk Creek Project site was also completed, which involved

excavated test pits, geotechnical borings and the installation of shallow groundwater piezometers.

The geotechnical program generated

valuable data for the firms that are working on the detailed design of the facilities and infrastructure associated with the Elk

Creek Project.

February 2024, we completed operations at the Demonstration Plant.

In addition to establishing, at demonstration-scale, metallurgical

recoveries for potential rare earth products from an improved flowsheet, the Demonstration Plant also established improved recoveries

and higher purities for the Company’s planned niobium and titanium products.

In addition, the Company retained a mine engineering

consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying the mine and accessing it

via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move ore and waste rock to surface.

The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.

The findings of the evaluation

indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full production, and potential operating

cost savings.

The Company plans a more detailed evaluation of this option for the design of the underground mine as part of a

future technical report for the Elk Creek Project.

Information regarding the Elk Creek Project is discussed below under Item 2.,

“Properties.”

2023 Transactions

March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”)

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Pursuant to the Business

Combination Agreement, the GXII Transaction was accounted for as an equity raise

transaction in accordance with U.S.

Combination Agreement, the GXII Transaction was accounted for as an equity raise transaction in accordance with U.S.

the closing of the GXII Transaction (the “Closing”), the following transactions occurred:

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to “Elk Creek Resources Corp”, which we refer to as “ECRC”.

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

(the “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.

the parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split (as defined below) common shares

of the Company (the “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

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$8.9422, subject to adjustment to give effect to any stock dividend, stock split, reverse

stock split or similar transaction (the “Financing Warrants”), on the

Date, for gross proceeds of $15.36 million (the “Yorkville Convertible Debt Facility Financing”);

stock split or similar transaction (the “Financing Warrants”), on the Closing

Date, for gross proceeds of $15.36 million (the “Yorkville Convertible Debt Facility

Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity

Facility Financing Agreement”), between the Company and Yorkville, under which

Yorkville agreed to purchase up to $65.0 million of Common Shares over the next three

years, at NioCorp’s direction and subject to certain restrictions (the “Yorkville

Yorkville agreed to purchase up to $65.0 million of Common Shares over a three-year period,

at NioCorp’s direction and subject to certain restrictions (the “Yorkville

Equity Facility Financing”).

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NioCorp Shareholders

Former GXII Class

A Shareholders 1

Total Common Shares

Outstanding Upon Completion of Transactions

GXII Class A Shareholders (1)

Common Shares Outstanding Upon Completion of 2023 Transactions

83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory

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$13.2 million, respectively.

The Company incurred expenses related to the Transactions of approximately $6.8 million, all of which

were recorded as other operating expenses.

addition, in connection with the Transactions, the Common Shares and the NioCorp Assumed Warrants were listed for trading on The

Nasdaq Stock Market LLC (“Nasdaq”).

The Common Shares and the NioCorp Assumed Warrants began trading on the Nasdaq

Global Market and the Nasdaq Capital Market, respectively, on March 21, 2023, under the symbols “NB” and “NIOBW,”

respectively.

The Common Shares continued to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “NB,”

and began trading on the Nasdaq on a post-Reverse Stock Split basis on March 21, 2023.

The Common Shares ceased being quoted on

over the counter markets in connection with the commencement of trading on the Nasdaq Global Market.

The Company incurred expenses related to the 2023 Transactions of approximately $6.8 million, all

of which were recorded as other operating expenses.

addition, in connection with the 2023 Transactions, the Common Shares and the NioCorp Assumed Warrants were listed for trading

The Common Shares and the NioCorp Assumed Warrants began trading on the Nasdaq Global Market and the Nasdaq Capital

Market, respectively, on March 21, 2023, under the symbols “NB” and “NIOBW,” respectively.

Shares continued to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “NB,” and began trading

on the Nasdaq on a post-Reverse Stock Split basis on March 21, 2023.

The Common Shares ceased being quoted on the U.S.

counter markets in connection with the commencement of trading on the Nasdaq Global Market, and the Company voluntarily delisted

from the TSX effective as of close of markets on May 3, 2024.

Company’s business operations are conducted primarily through ECRC (as defined below).

The table below provides an overview

of the Company’s current subsidiaries and their activities.

State/Province

only business of 0896800 is to hold the shares of Class A common stock of ECRC

Creek Resources Corp.

business of ECRC is the development of the Elk Creek Project

Technologies Limited

business of NioCorp Technologies Limited is the research and development of aluminum-scandium alloys and other business opportunities

(1) Represents

100% of Class A common stock owned by 0896800, and 4,282,116 Vested Shares and 3,391,596

Earnout Shares (each as defined below) held by third parties, and outstanding

as of June 30, 2024.

Corporate Events

May 2023, we announced an aluminum-scandium (“Al-Sc”) master alloy initiative (the “Al-Sc master alloy initiative”),

in partnership with Boston-based Nanoscale Powders LLC (“Nanoscale”).

Al-Sc master alloy, which generally

contains 2% by weight scandium, is used to introduce scandium into aluminum for the purpose of producing various Al-Sc alloys,

which generally contain a fraction of a percent scandium by weight.

These alloys help to reduce weight, increase strength and

corrosion resistance, and make the material weldable in automotive and mass transit, aerospace, defense, space, and other systems.

Two of the three planned 1-kilogram ingots were manufactured at a

contract metallurgical facility operated by Creative Engineers

in the quarter ended December 31, 2023.

The third ingot was manufactured in the quarter ended March 31, 2024.

These trials were

successful in producing an Al-Sc master alloy.

The technology is sensitive to the purity of the starting materials and requires

isolation from oxygen and moisture while manufacturing is conducted.

The Company is also evaluating other pathways for the manufacture

of Al-Sc master alloy.

August 14, 2023, the Company announced the production of scandium metal at pilot-scale at a facility owned and operated by Creative

Engineers in New Freedom, Pennsylvania.

The production of scandium metal represented the first phase in the Al-Sc master alloy

Subsequently, on October 18, 2023, the Company announced the successful pilot-scale production of a 1-kilogram ingot

of Al-Sc alloy at the Creative Engineers facility.

January 30, 2024, we announced that the Company entered into an agreement with London-based Brunel University London, a leading

research university focused on the application of cast aluminum alloys globally, The Company is sponsoring a PhD student who is

evaluating the properties of a number of common aluminum alloys with Sc added and is participating in a consortium focused on

lightweighting vehicles using recycled aluminum by using scandium.

previously disclosed, on March 6, 2023, the Company announced the receipt of a Letter of Interest from the Export-Import Bank

of the United States (“EXIM”) for potential debt financing, with an initial indication of interest of up to $800

million, through EXIM’s “Make More In America” initiative to fund a portion of the project costs of the

Elk Creek Project (the “EXIM Financing”).

submitted a formal application to EXIM for a loan under EXIM’s “Make More in America” initiative on June 6,

The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review

Committee on October 2, 2023.

EXIM deployed additional resources to the processing of the Company’s application during the

quarter ended December 31, 2023, and has retained financial and legal consultants to support EXIM’s due diligence on the

Elk Creek Project.

On April 15, 2024, the Company received a Preliminary Project Letter (the “PPL”) from EXIM.

PPL is a summary of EXIM’s initial due diligence findings and also includes a preliminary Indicative Term Sheet.

identified additional project activities to be undertaken by the Company in conjunction with the EXIM evaluation process.

include an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated

process flows.

is working with EXIM to continue to advance the project through the next stages of EXIM’s due diligence and loan application

We are currently unable to estimate how long the application process, including the additional project activities identified

in the PPL, may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt

financing from EXIM.

is a mineral exploration company engaged in the acquisition, exploration, and development of mineral properties.

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also is used in pigments for paper, paint, and plastics.

fiscal year 2023, the Company completed work at its Demonstration Plant that confirmed metallurgical recoveries for magnetic rare

earth products.

Additional work is needed to modify the design of the proposed surface plant to make these products and to determine

the capital cost of these modifications.

were completed at the Demonstration Plant in February 2024.

In addition to establishing, at demonstration-scale, metallurgical

recoveries for potential rare earth products from an improved flowsheet, the

Demonstration Plant also established improved recoveries

and higher purities for the Company’s planned niobium and titanium products.

The results from the Demonstration Plant are

expected to be utilized in a future update to the Company’s technical report for the Elk Creek Project, as well as to advance

offtake discussions with potential customers.

Company retained a mine engineering consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying

the mine and accessing it via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move

ore and waste rock to surface.

The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.

The findings of the evaluation indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full

production, and potential operating cost savings.

These findings are preliminary but encouraging, and the Company plans a more

detailed evaluation of this option for the design of the underground mine as part of a future technical report for the Elk Creek

primary business strategy is to advance our Elk Creek Project to commercial production.

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These pricing surveys may not be representative

of the pricing that the Company anticipates achieving for its products once commercial production begins from its Elk Creek Project.

of the pricing that the Company anticipates achieving for its products if commercial production begins from its Elk Creek Project.

Price ($/kg-Nb) ( 1)

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Rutile mineral concentrate, bulk, minimum 95% TiO 2 ,

information was not provided by the USGS for 2023.

on results of the Company’s Demonstration Plant, a higher value titanium tetrachloride product can be produced with a substantially

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We are currently

operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations.

operating under various permits for activities connected to mineral exploration, reclamation, and environmental

considerations.

Our policy is to conduct business in a way that safeguards public health and the environment.

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expenditures and increased operating and/or reclamation costs.

Although we are unable to predict

what additional legislation,

Although we are unable to predict what additional legislation,

if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

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to monitor and sample storm water run-off from its operations.

The CWA and regulations implemented thereunder also prohibit discharges

of dredged and fill material in wetlands and other waters of the U.S.

The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters

unless authorized by an appropriately issued permit.

CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants,

and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused

by the release and for natural resource damages resulting from the release.

The CWA and comparable state statutes provide for civil, criminal,

and administrative penalties for unauthorized discharges of pollutants, and impose liability on parties responsible for those

discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting

from the release.

Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder,

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Violation of these regulations and/or contamination of groundwater by mining-related

activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state

activities may result in fines, penalties, and remediation costs, among

other sanctions and liabilities under the SDWA and state

In addition, third-party claims may be filed by landowners and other parties claiming damages for alternative water supplies,

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Much of the necessary specialized skills and knowledge required by the Company as a mineral exploration

company are available from the Company’s current management team and Board of Directors.

The Company retains outside consultants

if additional specialized skills and knowledge are required.

company are available from the Company’s current management team and Board of Directors (the “Board”).

retains outside consultants if additional specialized skills and knowledge are required.

of June 30, 2024, we had seven full-time employees as well as one contract employee.

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Oversight is provided by the Company’s Board

of Directors and, for specific areas of performance, by committees of the Board of Directors.

Employees are required to review

the Code of Conduct on a periodic basis.

Our compensation programs also include consideration of ethical performance in determining

incentive awards.

and, for specific areas of performance, by committees of the Board.

Employees are required to review the Code of Conduct on a

periodic basis.

Our compensation programs also include consideration of ethical performance in determining incentive awards.

Company also provides a robust suite of benefits to our employees, including 401(k) participation, medical-insurance options,

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Forward-looking

statements have been based upon our current business and operating plans, as approved by the Company’s Board of Directors,

and may include statements regarding the anticipated benefits of the Transactions, including NioCorp’s ability to access

the full amount of the expected net proceeds of the Yorkville Equity Facility Financing Agreement over the next three years;

ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”);

benefits of the listing of the Common Shares on Nasdaq;

the financial and business performance of NioCorp;

NioCorp’s anticipated

results and developments in the

operations of NioCorp in future periods;

NioCorp’s planned exploration activities;

of NioCorp’s financial resources;

NioCorp’s ability to secure sufficient project financing to complete construction

and commence operation of the Elk Creek Project;

NioCorp’s expectation and ability to produce niobium, scandium, and titanium

at the Elk Creek Project;

NioCorp’s plans to produce and supply specific products and market demand for those products;

the outcome of current recovery process improvement testing, and NioCorp’s expectation that such process improvements could

lead to greater efficiencies and cost savings in the Elk Creek Project;

the Elk Creek Project’s ability to produce multiple

critical metals;

the Elk Creek Project’s projected ore production and mining operations over its expected mine life;

completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned

product suite;

statements have been based upon our current business and operating plans, as approved by the Board, and may include statements

regarding the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of the

expected net proceeds of the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability to receive a final commitment

of financing from EXIM;

anticipated benefits of the listing of the Common Shares on Nasdaq;

the financial and business performance

NioCorp’s anticipated results and developments in the operations of NioCorp in future periods;

planned exploration activities;

the adequacy of NioCorp’s financial resources;

NioCorp’s ability to secure sufficient

project financing to complete construction and commence operation of the Elk Creek Project;

NioCorp’s expectation and ability

to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project;

plans to produce and supply specific products and market demand for those products;

the outcome of current recovery process improvement

testing and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp’s

expectation that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;

the Elk Creek Project’s ability to produce multiple critical metals;

the Elk Creek Project’s projected ore production

and mining operations over its expected mine life;

the completion of technical and economic analyses on the potential addition

of magnetic rare earth oxides to NioCorp’s planned product suite;

NioCorp’s updating its technical report for the Elk Creek Project;

statements with respect to the estimation of mineral resources and mineral reserves;

the exercise of options to purchase additional land parcels;

the execution of contracts with engineering, procurement

and construction companies;

NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical

unrest on the Elk Creek Project’s economic model;

and the creation of full time and contract construction jobs over the

construction period of the Elk Creek Project.

the execution of contracts with engineering, procurement and construction companies;

NioCorp’s ongoing evaluation of the

impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model;

and the creation

of full time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking

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or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain

known and unknown risks, uncertainties, and assumptions.

Many factors could cause actual results, performance, or achievements

to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking

statements, including, among others, risks related to the following:

NioCorp’s ability to recognize the anticipated benefits

of the Transactions, including NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville

Equity Facility Financing Agreement over the next three years;

unexpected costs related to the Transactions;

the outcome of any

legal proceedings that may be instituted against NioCorp following closing of the Transactions;

Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable

terms or at all;

NioCorp’s ability to service its existing debt and meet the payment obligations thereunder;

the future price

the stability of the financial and capital markets;

and current estimates and assumptions regarding the 2023 Transactions

and their benefits.

Such forward-looking statements reflect the Company’s current views with respect to future events and

are subject to certain known and unknown risks, uncertainties, and assumptions.

Many factors could cause actual results, performance,

or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied

by such forward-looking statements, including, among others, risks related to the following:

NioCorp’s ability to operate

as a going concern;

NioCorp’s requirement of significant additional capital;

NioCorp’s ability to receive sufficient

project financing for the construction of the Elk Creek Project on acceptable terms or at all;

NioCorp’s ability to receive

a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all;

a final commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all ;

NioCorp’s ability

to recognize the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of

the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next 18 months;

NioCorp’s ability

to continue to meet Nasdaq listing standards;

NioCorp’s ability to operate as a going concern;

risks relating to the Common

Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood any of the foregoing;

NioCorp’s requirement of significant additional capital;

the extent to which NioCorp’s level of indebtedness and/or

the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing Agreement

may impair NioCorp’s ability to obtain additional financing;

covenants contained in agreements with NioCorp’s secured

creditors that may affect its assets;

risks relating to the Common Shares, including price volatility, lack of dividend

payments and dilution or the perception of the likelihood of any of the foregoing;

the extent to which NioCorp’s level of

indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing

Agreement may impair NioCorp’s ability to obtain additional financing;

covenants contained in agreements with NioCorp’s

secured creditors that may affect its assets;

NioCorp’s limited operating history;

NioCorp’s history of losses;

the restatement

of NioCorp’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the interim

periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022 and December 31, 2022 and the impact of

such restatement on NioCorp’s future financial statements and other financial measures;

the material weaknesses in NioCorp’s

internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation;

material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material

weaknesses and the timing of remediation;

the possibility that NioCorp may qualify as a PFIC under the Code;

the potential that the Transactions could result in NioCorp

becoming subject to materially adverse U.S.

federal income tax consequences as a result of the application of Section 7874 and

related sections of the Code;

cost increases for NioCorp’s exploration and, if warranted, development projects;

in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity;

equipment and supply

variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products;

future offtake agreements, joint ventures, and partnerships;

NioCorp’s ability to attract qualified management;

of global health crises on NioCorp’s business plans, financial condition and liquidity;

estimates of mineral resources and

the potential that

the 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S.

federal income tax consequences as a

result of the application of Section 7874 and related sections of the Code;

cost increases for NioCorp’s exploration and,

if warranted, development projects;

a disruption in, or failure of, NioCorp’s information technology systems, including those

related to cybersecurity;

equipment and supply shortages;

variations in the market demand for, and prices of, niobium, scandium,

titanium and rare earth products;

current and future offtake agreements, joint ventures, and partnerships;

NioCorp’s ability

to attract qualified management;

estimates of mineral resources and reserves;

mineral exploration and production activities;

feasibility study results;

study results;

the results of metallurgical testing;

in demand for and price of commodities (such as fuel and electricity) and currencies;

the results of technological research;

changes in demand for and price of

commodities (such as fuel and electricity) and currencies;

competition in the mining industry;

or disruptions in the securities markets;

legislative, political or economic developments, including changes in federal and/or

state laws that may significantly affect the mining industry;

the impacts of climate change, as well as actions taken or required

by governments related to strengthening resilience in the face of potential impacts from climate change;

the need to obtain permits

and comply with laws and regulations and other regulatory requirements;

the timing and reliability of sampling and assay data;

the possibility that actual results of work may differ from

projections/expectations or may not realize the perceived potential

of NioCorp’s projects;

changes or disruptions in the securities

legislative, political or economic

developments, including changes in federal

and/or state laws that may significantly affect the mining industry;

the impacts of climate change, as well as actions taken or

required by governments related to strengthening resilience in the face of potential impacts from climate change;

obtain permits and comply with laws and regulations and other regulatory requirements;

the timing and reliability of sampling

and assay data;

the possibility that actual results of work may differ from projections/expectations or may not realize the perceived

potential of NioCorp’s projects;

risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties

3 unchanged sentences

in connection with exploration, mining, or development activities;

the management of the water balance at the Elk Creek Project

management of the water balance at the Elk Creek Project site;

land reclamation requirements related to the Elk Creek Project;

11 unchanged sentences

statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under Item

“Risk Factors” below.

1A., Risk Factors below.

Company’s forward-looking statements contained in this Annual Report on Form 10-K are based on the beliefs, expectations,

21 unchanged sentences

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-K

Item 1. Business