What changed in this filing

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Item 1A. Risk Factors

2024-09-23 compared with 2023-10-06 · 257 added, 215 removed, 624 unchanged (43% of the section changed)

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ability to operate as a going concern is in doubt.

notes that accompany our consolidated financial statements for the year ended June 30, 2023, disclose that substantial doubt exists as to our

ability to continue as a going concern.

The consolidated financial statements included in this Annual Report

on Form 10-K have been prepared

under the assumption that we will continue as a going concern.

We are a development stage issuer and we have incurred losses since

our inception.

notes that accompany our consolidated financial statements for the year ended June 30, 2024, disclose that substantial doubt exists

as to our ability to continue as a going concern.

The consolidated financial statements included in this Annual Report on Form

10-K have been prepared under the assumption that we will continue as a going concern.

We are a development stage issuer and we

have incurred losses since our inception.

currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability

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of our Elk Creek Project.

of June 30, 2023, the Company had cash of $2.3 million and working capital of $0.2 million, compared to cash of $5.3 million and

working capital of $0.6 million on June 30, 2022.

of June 30, 2024, the Company had cash of $2.0 million and working capital deficit of $9.0 million, compared to cash of $2.3 million

and working capital of $0.2 million on June 30, 2023.

of June 30, 2024, the Company’s current planned operational needs are approximately $26.0 million through the end of fiscal

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to fund basic operations for the next twelve months.

This includes general overhead costs, expected costs relating to securing

financing necessary for the Elk Creek Project, satisfying outstanding accounts payable, and potential retirement of our short-term

debt obligations.

Access to additional funds will be utilized to fund basic operations as well as to further advance the Elk Creek

Project through substantive near-term milestones.

for the net funds of $1.5 million received from financing transactions closed in September 2023, the potential funding under the

Yorkville Equity Facility Financing, discussed below under “ Management’s Discussion and Analysis of Financial Condition

and Results of Operations – Liquidity and Capital Resources – Financing Activities ,” and the potential exercise

of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at this time,

and there is no assurance that we will be able to obtain any such additional financing on acceptable terms, if at all.

pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares)

or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of

Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC.

The 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, including issuances of equity or debt securities that are convertible into Common Shares at variable rates and

any equity line of credit, ATM agreement or other continuous offering of Common Shares, other than with Yorkville, subject to

certain exceptions.

Notwithstanding the restrictions set forth in the Exchange Agreement and the Yorkville Convertible Debt Financing

Agreement, there is significant uncertainty that we would be able to secure any additional financing in the current equity or

debt markets.

This includes general overhead costs, satisfying outstanding accounts payable,

and repayment of our short-term debt obligations.

This also includes anticipated financing costs associated with the Elk Creek

Project, including an updated mine plan in connection with the EXIM application process.

The scope of these financing costs remains

under discussion with EXIM.

Access to additional funds will be utilized to fund basic operations as well as to further advance

the Elk Creek Project through substantive near-term milestones.

Except for funding

under a $2.0 million non-revolving credit facility pursuant to the Smith Loan Agreement (as defined herein), and the potential for additional funding

under the Yorkville Equity Facility Financing, each of which are discussed below under “ Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financing Activities ,”

and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional

financing at this time, and there is no assurance that we will be able to obtain any such additional financing on acceptable terms,

In addition, pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities

(other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the

holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class

B common stock of ECRC.

The April 2024 Purchase Agreement (as defined herein) also contains certain covenants that, among other

things, limit NioCorp’s ability to use the proceeds from the sale of the April 2024 Notes and the exercise of April 2024

Warrants to repay related party debt or to enter into any variable rate transaction, including issuances of equity or debt securities

that are convertible into Common Shares at variable rates and any equity line of credit, ATM agreement, or other continuous offering

of Common Shares, other than with Yorkville, subject to certain exceptions.

Notwithstanding the restrictions set forth in the Exchange

Agreement and the April 2024 Purchase Agreement, there is significant uncertainty that we would be able to secure any additional

financing in the current equity or debt markets.

are actively pursuing additional sources of debt and equity financing, and while we have been successful in doing so in the past,

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financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.

addition, the EXIM Financing discussed below under “ Management’s Discussion and Analysis of Financial Condition

and Results of Operations – Liquidity and Capital Resources ” is subject to, among other matters, the satisfactory

completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive

documentation.

can be no assurance that the EXIM Financing will be completed on the terms described herein or at all.

addition, the potential EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, including

the additional project activities identified in the PPL, the negotiation and settlement of final terms, and the negotiation of

definitive documentation.

There can be no assurance that the EXIM Financing will be completed on the terms described herein or

inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results

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have a history of losses and expect to continue to incur losses in the future.

We have incurred losses since inception, have negative cash flow from operating activities, and expect

to continue to incur losses in the future.

We incurred the following net losses attributable to the Company during each

of the following periods:

million for the year ended June 30, 2023;

have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses

in the future.

We incurred the following net losses attributable to the Company during each of the following periods:

million for the year ended June 30, 2024;

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and could therefore limit, or increase the cost of, production.

Ongoing disruptions to the world’s economy, including issues

related to supply chains, inflation, and increased raw material and labor costs, may delay our ability to secure supplies and

equipment for the Elk Creek Project on a timely basis.

disruptions to the world’s economy, including issues related to supply chains, inflation, and increased raw material and

labor costs, may delay our ability to secure supplies and equipment for the Elk Creek Project on a timely basis.

ventures and other partnerships, including offtake arrangements, may expose us to risks.

have entered into three offtake agreements and one letter of intent related to our Elk Creek Project as well as agreements related

to the supply of natural gas and electricity to the project site, and may enter into joint ventures or partnership arrangements,

to the supply of natural gas and electricity to the project site, and may enter into joint ventures or

partnership arrangements,

including additional offtake agreements, with other parties in relation to the exploration, development, and production of certain

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in commodity prices, supply chain uncertainty, and increases in raw material and labor costs.

In addition, in the U.S., the Federal

Reserve has begun raising interest rates sharply, the continuation of which could lead to a recession with uncertain and potentially

severe impacts upon most operating sectors.

We cannot predict how this will affect our business, but the impact may be adverse.

We cannot predict how this will

affect our business, but the impact may be adverse.

it is not possible to predict the ultimate impact of these factors on NioCorp’s business plans, financial position, or liquidity,

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may not recognize the full value of the Yorkville Equity Facility Financing Agreement and may not receive any proceeds from the

exercise of the Financing Warrants, the NioCorp Assumed Warrants, and our other outstanding Warrants, and the potential adverse

exercise of the NioCorp Assumed Warrants, the April 2024 Warrants and our other outstanding Warrants, and the potential adverse

effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common

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significant portion of the proceeds that we expect to receive in connection with the Yorkville Equity Facility Financing Agreement.

addition, upon exercise, we will receive the cash exercise price of the Financing Warrants, the NioCorp Assumed Warrants, and

our other outstanding Warrants (assuming, with respect to the Financing Warrants and the NioCorp Assumed Warrants, that they are

addition, upon exercise, we will receive the cash exercise price of the NioCorp Assumed Warrants, the April 2024 Warrants and

our other outstanding Warrants (assuming, with respect to the NioCorp Assumed Warrants and the April 2024 Warrants that they are

not exercised on a cashless basis).

We believe the likelihood that holders of the Financing Warrants, the NioCorp Assumed Warrants

or other outstanding Warrants will exercise their Financing Warrants, NioCorp Assumed Warrants, or other outstanding Warrants,

We believe the likelihood that holders of the NioCorp Assumed Warrants, April 2024 Warrants

or other outstanding Warrants will exercise their NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants,

and therefore, the amount of cash proceeds that we would receive, is, among other things, dependent upon the market price of our

Common Shares.

For so long as the market price for our Common Shares is less than the applicable exercise price of the Financing

Warrants, NioCorp Assumed Warrants, or other outstanding Warrants, we believe such holders will be unlikely to exercise their

Financing Warrants, NioCorp Assumed Warrants, or other outstanding Warrants.

The potential adverse effect on the prevailing market

price of our Common Shares as a result of sales of Common Shares by us or by other security holders, or the perception that such

sales may occur, could keep the market price for our Common Shares below the applicable exercise price of the Financing Warrants,

the NioCorp Assumed Warrants, or other outstanding Warrants.

Accordingly, the holders of the Financing Warrants, the NioCorp Assumed

Warrants, or other outstanding Warrants may not exercise their Financing Warrants, NioCorp Assumed Warrants, or other outstanding

Warrants before they expire, and we may not receive any proceeds from the exercise of the Financing Warrants, the NioCorp Assumed

Warrants, or other outstanding Warrants.

incurred significant debt in connection with the Transactions, including upon issuance of the Convertible Debentures, and we require

significant additional capital to operate our business.

For example, notwithstanding whether we are able to recognize the full

value of the Yorkville Equity Facility Financing Agreement or receive the cash exercise price of the Financing Warrants, the NioCorp

Assumed Warrants, or other outstanding Warrants, we are obligated to repay or issue Common Shares upon settlement of the full

$16.0 million aggregate principal amount of the Convertible Debentures, plus accrued interest.

Such significant additional debt

could adversely affect our business, which may prevent us from fulfilling our obligations with respect to our existing debt or

obtaining future financing.

Further, the Yorkville Convertible Debt Financing Agreement restricts us from pursuing certain variable

rate financing transactions, which could impair our ability to obtain additional financing on terms that are favorable, or at

In addition, if the market price of the Common Shares were to drop as a result of sales, or the perception of future sales,

of Common Shares by us or by other security holders, this might impede our ability to raise additional capital.

Our inability

to obtain additional financing on terms that are favorable, or at all, could have a material adverse effect on our financial condition,

results of operations and prospects.

For so long as the market price for our Common Shares is less than the applicable exercise price of the NioCorp

Assumed Warrants, April 2024 Warrants, or other outstanding Warrants, we believe such holders will be unlikely to exercise their

Financing Warrants, NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants.

The potential adverse effect

on the prevailing market price of our Common Shares as a result of sales of Common Shares by us or by other security holders,

or the perception that such sales may occur, could keep the market price for our Common Shares below the applicable exercise price

of the NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants.

Accordingly, the holders of the NioCorp Assumed

Warrants, April 2024 Warrants or other outstanding Warrants may not exercise their NioCorp Assumed Warrants, April 2024 Warrants

or other outstanding Warrants before they expire, and we may not receive any proceeds from the exercise of the NioCorp Assumed

Warrants, April 2024 Warrants or other outstanding Warrants.

incurred significant debt in connection with the April 2024 Purchase Agreement and we require significant additional capital to

operate our business.

We are obligated to repay or issue Common Shares upon settlement of the full aggregate principal amount

of the April 2024 Notes, plus premium, if any, and accrued interest, if any.

Such significant additional debt could adversely

affect our business, which may prevent us from fulfilling our obligations with respect to our existing debt or obtaining future

Further, the April 2024 Purchase Agreement restricts us from pursuing certain variable rate financing transactions,

which could impair our ability to obtain additional financing on terms that are favorable, or at all.

In addition, if the market

price of the Common Shares were to drop as a result of sales, or the perception of future sales, of Common Shares by us or by

other security holders, this might impede our ability to raise additional capital.

Our inability to obtain additional financing

on terms that are favorable, or at all, could have a material adverse effect on our financial condition, results of operations

and prospects.

Company has identified material weaknesses in its internal control over financial reporting.

If not remediated, the Company’s

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

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

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

management has identified material weaknesses in its internal control over financial reporting relating to its control over the

consideration of all related relevant accounting guidance for non-routine transactions, its control over the design and maintenance

of an effective control environment and risk assessment process, and its monitoring controls over the timely remediation of identified

internal control weaknesses.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial

statements will not be prevented or detected on a timely basis.

failure to establish and maintain effective disclosure controls and procedures and internal

control over financial reporting could result in material misstatements in its financial statements and a failure to meet its

reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition

and the trading price of the Common Shares.

Our management has identified deficiencies in the principles associated with the control environment,

risk assessment, control activities, and monitoring components of internal control that constitute material weaknesses, either

individually or in the aggregate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over

financial reporting, such that there is a reasonable possibility

that a material misstatement of a company’s annual or interim

financial statements will not be prevented or detected on a timely basis.

discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management

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exceeding 10%;

● additional capital expenditures related to the modification of the proposed surface plant related to the potential addition

of rare earth elements;

capital expenditure related to the modification of the proposed surface plant related

to the potential addition of rare earth elements;

and excise taxes, royalties and development and reclamation costs;

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Project revenue;

achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which

is a developing market with a risk of oversupply and/or undersupply disrupting pricing.

achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which is a developing

market with a risk of oversupply and/or undersupply disrupting pricing.

metal is used in various superalloys and other applications for aerospace applications, armor, and medical implants, and in oxide

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market for rare earth products requires particular levels of purity and chemical form, which are achieved through the extraction

and separation of individual REEs from each other as well as from the other constituents in the rare earth ore.

and separation of individual REEs from each other as well as from the other constituents in the

rare earth ore.

At present, the

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There is no guarantee that the Company will be successful in demonstrating positive economics for a rare earth recovery system

tied to the Elk Creek

Project, nor is there any guarantee that once constructed, the rare earth recovery system will operate as

tied to the Elk Creek Project, nor is there any guarantee that once constructed, the rare earth recovery system will operate as

designed and produce saleable commercial products.

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duplicated in large scale tests under on-site conditions or at commercial production scale.

resource and reserve estimates included in the S-K 1300 Elk Creek Technical Report Summary and contained in this Annual Report

on Form 10-K have been determined based on assumed future prices, cut-off grades, and operating costs that may prove to be inaccurate.

Extended declines in market prices for our products may render portions of our resource/reserve estimates uneconomic and may result

in reduced reported resources/reserves or may adversely affect any commercial viability determinations we may reach.

reductions in estimates of resources/reserves could have a material adverse effect on our Common Share price and on the value

of our properties.

mineral resource and mineral reserve estimates included in the S-K 1300 Elk Creek Technical Report Summary and contained in this

Annual Report on Form 10-K have been determined based on assumed future prices, cut-off grades, and operating costs that may prove

to be inaccurate.

Extended declines in market prices for our products may render portions of our resource/reserve estimates uneconomic

and may result in reduced reported resources/reserves or may adversely affect any commercial viability determinations we may reach.

Any material reductions in estimates of resources/reserves could have a material adverse effect on our Common Share price and

on the value of our properties.

face intense competition in the mining industry.

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If we are unable to successfully compete for

qualified employees, our exploration and development programs may be slowed down or suspended.

We compete with other companies

that produce our planned commercial products for capital.

If we are unable to raise sufficient capital, our exploration and development

programs may be jeopardized or we may not be able to acquire, develop, or operate additional mining projects.

qualified employees, our exploration and development

programs may be slowed down or suspended.

We compete with other companies that produce our planned commercial products for capital.

If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able

to acquire, develop, or operate additional mining projects.

in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project.

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While the Company has developed plans to treat water produced

from the mine for use in its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal

from the mine for use in

its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal

of the resultant waste products will be issued by the State of Nebraska, nor is there any guarantee that such permits will be

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may be subject to prior unrecorded or unknown claims to title.

We have investigated our rights to explore and exploit the Elk

Creek Project resource/reserve and, to the best of our knowledge, our rights in relation to lands covering the Elk Creek Project

resource/reserve are in good standing.

However, there may be valid challenges to the title of our properties that, if successful,

could impair development and/or operations.

Further, our current OTP agreements, which are important for operations, are of fixed

duration and expire between December 2024 and May 2040.

Further, our current OTP agreements, some of which are important

for our planned operations, are of fixed duration and expire between December 2024 and May 2040, and we may incur additional cost

and delays in securing renewals of such OTPs.

We have investigated our rights to explore and exploit the Elk Creek Project resource/reserve

and, to the best of our knowledge, our rights in relation to lands covering the Elk Creek Project resource/reserve are in good

However, there may be valid challenges to the title of our properties that, if successful, could impair development

and/or operations.

properties and operations may be subject to litigation or other claims.

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Failure to comply with applicable

laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial

laws, regulations, and permitting requirements may result in enforcement actions, including orders

issued by regulatory or judicial

authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation

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We believe that we have obtained the necessary USACE permits to construct the

project, but changes to the design or layout of the facility may trigger the

USACE to require us to obtain and maintain additional

project, but changes to the design or layout of the facility may trigger the USACE to require us to obtain and maintain additional

permits for the Elk Creek Project.

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These laws address emissions into the air, discharges into water, management of waste, management

of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed

of hazardous substances, protection of natural

resources, antiquities and endangered species, and reclamation of lands disturbed

by mining operations.

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industry conditions and other factors, many of which are beyond our control.

may not have the ability to service our debt, including, without limitation, to pay the installments on the April 2024 Notes.

As of June 30,

2024, we had $7.1 million outstanding under the April 2024 Notes.

The payments with respect to the April 2024 Notes are due on

the monthly Payment Dates (as defined herein), if the Equity Conditions (as defined herein) are not satisfied, and at maturity.

If we are unable to satisfy the Equity Conditions, we will be required to pay all amounts due on any Payment Date in cash.

ability to pay the principal and interest on the April 2024 Notes, to fund working capital needs, and fund planned capital expenditures

depends on our ability to obtain additional financing and to generate cash flow in the future.

To some extent, this is subject

to general economic, financial, competitive, legislative and regulatory factors, and other factors that are beyond our control.

We presently intend to use cash generated by advances under the Yorkville Equity Facility Financing Agreement and the net proceeds

from borrowings under the Smith Loan Agreement to meet our payment obligations under the April 2024 Notes, and we may not be able

to make advances under the Yorkville Equity Facility Financing Agreement or borrowings under the Smith Loan Agreement in the necessary

amounts or at the necessary times.

If we are unable to generate sufficient cash through advances under the Yorkville Equity Facility

Financing Agreement or borrowings under the Smith Loan Agreement, we cannot assure you that we will maintain sufficient cash reserves,

that our business will generate cash flow from operations or that we will have access to additional funds at a level sufficient

to permit us to make payments on the April 2024 Notes.

Absent a consent, forbearance or a waiver from the holders of the April

2024 Notes, our failure to make the required payments on the April 2024 Notes would trigger an 18% per annum interest rate under

the April 2024 Notes on the remaining principal amount outstanding and would permit the holders of the April 2024 Notes to accelerate

our obligations under the April 2024 Notes.

Such default may also lead to a default under our agreements governing any of our current

and future indebtedness.

September 4, 2024, we entered into the Consents (as defined herein), which, among other things, reduced the amounts due to the

April 2024 Purchasers (as defined herein) on September 1, 2024 by an aggregate of $1,176,476 to an aggregate of $335,524, increased

the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $1,176,476, and prospectively waived any term

of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to the April 2024 Purchasers the

remainder of the amount due on September 1, 2024.

Except as modified by the Consents, the terms of the April 2024 Notes as previously

disclosed are unchanged.

we are unable to obtain additional financing and to generate sufficient cash flow from our operations in the future to service

our indebtedness and meet our other needs, we may have to refinance all or a portion of the indebtedness, seek forbearance or

a waiver, obtain additional financing, reduce expenditures, or sell assets that we deem necessary to our business.

We cannot assure

you that any of these measures would be possible or that additional financing could be obtained on favorable terms, if at all.

The inability to service our indebtedness, or to refinance, obtain a forbearance or waiver, obtain additional financing, reduce

expenditures, sell assets or obtain additional financing on commercially reasonable terms would have a material adverse effect

on our financial condition and our ability to continue as a going concern.

the event of certain breaches under our agreements with our secured creditors, our assets may be affected.

have, in connection with the Smith Loan Agreement, granted security interests to Mark Smith (the “Secured Creditor”)

over all of the assets of the Company in consideration of the debt facilities provided by the Secured

In the event of certain breaches of the terms of the Smith Loan Agreement, the Secured Creditor may be entitled to execute

on its security interest and seize or retain our assets, including the shares of 0896800.

Certain rights of the Secured Creditor

to execute on its security interests are subject to notice and cure provisions in respect of default by us;

however, any such

exercise could materially damage our value and our ability to retain or progress development of the Elk Creek Project.

Related to the Common Shares

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holder of Common Shares or other securities of NioCorp, such U.S.

may be subject to certain

holder may be subject to certain

federal income tax consequences.

These adverse tax consequences include requirements to treat any gain realized upon

These adverse tax consequences include

requirements to treat any gain realized upon

a disposition of Common Shares or other securities, or any “excess distribution” received on Common Shares, as ordinary

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quarterly average of the fair market value of such assets.

NioCorp believes that it may be classified as a PFIC for its taxable

year ended June 30, 2023 and was classified as a PFIC for its taxable year ended June 30, 2022 and, based on the current composition

of its income and assets, as well as current business plans and financial expectations, may be classified as a PFIC for future

taxable years.

Any conclusion regarding PFIC status is a factual determination that must be made annually at the close of each

taxable year and, thus, is subject to change.

In addition, even if NioCorp concluded it did not qualify as a PFIC, it is possible

that the U.S.

Internal Revenue Service (the “IRS”) could assert, and that a court could sustain, a determination that

NioCorp is a PFIC.

Accordingly, there can be no assurance that NioCorp will not be treated as a PFIC for any taxable year.

PFIC rules are complex and each holder of Common Shares or other securities of NioCorp should consult its own tax advisors regarding

these rules and the U.S.

federal income tax consequences of the acquisition, ownership, and disposition of such securities.

NioCorp believes that it was classified as a PFIC for its taxable years

ended June 30, 2024 and 2023 and, based on the current composition of its income and assets, as well as current business plans

and financial expectations, may be classified as a PFIC for future taxable years.

Any conclusion regarding PFIC status is a factual

determination that must be made annually at the close of each taxable year and, thus, is subject to change.

In addition, even

if NioCorp concluded it did not qualify as a PFIC, it is possible that the U.S.

Internal Revenue Service (the “IRS”)

could assert, and that a court could sustain, a determination that NioCorp is a PFIC.

Accordingly, there can be no assurance that

NioCorp will not be treated as a PFIC for any taxable year.

The PFIC rules are complex and each holder of Common Shares or other

securities of NioCorp should consult its own tax advisors regarding these rules and the U.S.

federal income tax consequences of

the acquisition, ownership, and disposition of such securities.

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

federal income tax consequences.

7874 and related sections Code, provide for certain adverse tax consequences when the stock of a U.S.

corporation is acquired

by a non-U.S.

corporation in certain transactions in which former shareholders of the U.S.

corporation come to own 60% or more

of the stock of the non-U.S.

corporation (by vote or value, and applying certain specific counting and ownership rules).

adverse tax consequences include (i) potential additional required gain recognition by the U.S.

corporation, (ii) treatment of

certain payments to the non-U.S.

corporation that reduce gross income as “base erosion payments,” (iii) an excise

tax on certain options and stock-based compensation of the U.S.

corporation, (iv) disallowance of “qualified dividend”

treatment for distributions by the non-U.S.

corporation, and (v) if former shareholders of the U.S.

corporation come to own 80%

or more of the stock of the non-U.S.

corporation, treatment of the non-U.S.

7874 and related sections of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”), provide for certain

adverse tax consequences when the stock of a U.S.

corporation is acquired by a non-U.S.

corporation in certain transactions in

which former shareholders of the U.S.

corporation come to own 60% or more of the stock of the non-U.S.

corporation (by vote or

value, and applying certain specific counting and ownership rules).

These adverse tax consequences include (i) potential additional

required gain recognition by the U.S.

corporation, (ii) treatment of certain payments to the non-U.S.

corporation that reduce

gross income as “base erosion payments,” (iii) an excise tax on certain options and stock-based compensation of the

corporation, (iv) disallowance of “qualified dividend” treatment for distributions by the non-U.S.

and (v) if former shareholders of the U.S.

corporation come to own 80% or more of the stock of the non-U.S.

corporation, treatment

of the non-U.S.

corporation as a U.S.

corporation subject to U.S.

federal income tax on its worldwide income (in addition to any tax imposed by non-U.S.

federal income tax on its worldwide income (in addition to any

tax imposed by non-U.S.

jurisdictions).

If the Transactions result

in the application of any of these, or any other, adverse tax consequences, NioCorp could incur significant additional tax costs.

While NioCorp currently does not believe the Transactions will cause such adverse tax consequences as a result of Section 7874

and related sections of the Code, this determination is subject to significant legal and factual uncertainty.

NioCorp has not

sought and will not seek any rulings from the IRS as to the tax treatment of any of the Transactions.

Further, there can be no

assurance that your tax advisor, the IRS, or a court, will agree with the position that NioCorp is not subject to these adverse

tax consequences.

If the 2023 Transactions result in the application of any of these, or any other, adverse

tax consequences, NioCorp could incur significant additional tax costs.

While NioCorp currently does not believe the 2023 Transactions

will cause such adverse tax consequences as a result of Section 7874 and related sections of the Code, this determination is subject

to significant legal and factual uncertainty.

has not sought and will not seek any rulings from the IRS as to the tax treatment of any of the 2023 Transactions.

Further, there

can be no assurance that your tax advisor, the IRS, or a court, will agree with the position that NioCorp is not subject to these

adverse tax consequences.

Common Share price may be volatile and as a result you could lose all or part of your investment.

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economic trends.

the past fiscal year, the trading price of our stock on the Nasdaq and TSX has ranged as follows:

Trading initiated on March 21, 2023.

the past fiscal year, the trading price of our stock on the Nasdaq has ranged from a low of $1.65 to a high of $5.36.

addition, stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities

9 unchanged sentences

Any future dividends on Common Shares will depend upon our earnings, our then-existing financial requirements, and

other factors, and will be at the discretion of our Board of Directors.

other factors, and will be at the discretion of our Board.

sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of

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shareholders to lose all or part of their investment.

Articles of NioCorp, as amended in connection with the Transactions, permit us to issue an unlimited number of Common Shares.

Subject to the requirements of the British Columbia Business Corporations Act, Nasdaq and TSX, we will not be required to obtain

the approval of the NioCorp shareholders for the issuance of additional Common Shares.

We have issued Common Shares in the past

and will continue to issue Common Shares to finance our activities in the future.

In addition, outstanding options, warrants,

and broker warrants to purchase Common Shares may be exercised, resulting in the issuance of additional Common Shares.

additional Common Shares or decide to enter into joint ventures with other parties in order to raise financing through the sale

of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their net

book value per Common Share depending on the price at which such securities are sold.

The Articles of NioCorp,

as amended in connection with the 2023 Transactions, permit us to issue an unlimited number of Common Shares.

Subject to the requirements

of the British Columbia Business Corporations Act and Nasdaq, we will not be required to obtain the approval of the NioCorp shareholders

for the issuance of additional Common Shares.

We have issued Common Shares in the past and will continue to issue Common Shares

to finance our activities in the future.

In addition, outstanding options and warrants to purchase Common Shares and securities

convertible into or exchangeable for Common Shares may be exercised, converted, or exchanged resulting in the issuance of additional

Common Shares.

If we issue additional Common Shares or decide to enter into joint ventures with other parties in order to raise

financing through the sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer

dilution in their net book value per Common Share depending on the price at which such securities are sold.

Additionally,

pursuant to the Yorkville Equity Facility Financing Agreement, Yorkville has committed to purchase up to $65.0 million of our

Common Shares, at our direction from time to time during the Commitment Period, subject to certain limitations and the satisfaction

of the conditions in the Yorkville Equity Facility Financing Agreement.

We have filed a registration statement under the Securities

Act covering resales by Yorkville of the Common Shares issuable pursuant to the Yorkville Equity Facility Financing Agreement.

Accordingly, any Common Shares that we issue pursuant to the Yorkville Equity Facility Financing Agreement will be available for

sale into the public market, subject to applicable securities laws, which could reduce the prevailing market price for the Common

are subject to the continued listing criteria of the Nasdaq and TSX and our failure to satisfy these criteria may result in delisting

pursuant to the Yorkville Equity Facility Financing Agreement, Yorkville has committed to purchase up to an additional $58.7 million

of our Common Shares, at our direction from time to time during the remaining 18 months of the commitment period, subject to certain

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

We have filed a registration

statement under the Securities Act covering resales by Yorkville of the Common Shares issuable pursuant to the Yorkville Equity

Facility Financing Agreement.

Accordingly, any Common Shares that we issue pursuant to the Yorkville Equity Facility Financing

Agreement will be available for sale into the public market, subject to applicable securities laws, which could reduce the prevailing

market price for the Common Shares.

are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting

of the Common Shares.

Common Shares are currently listed on the Nasdaq Global Market and TSX under the symbol “NB”.

The public NioCorp Assumed

Warrants are currently listed on the Nasdaq Capital Market under the symbol “NIOBW.” Both the Nasdaq Capital Market

and TSX have rules for continued listing.

In order to maintain the listings, we must maintain certain financial and share distribution

targets, including maintaining a minimum number of public shareholders.

In addition to objective standards, TSX may delist the

securities of any issuer if, in TSX’s opinion, the issuer’s financial condition and/or operating results appear unsatisfactory;

if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to

make continued listing on TSX inadvisable;

if the issuer sells or disposes of principal operating assets or ceases to be an operating

if an issuer fails to comply with the listing requirements of TSX;

or if any other event occurs or any condition exists

which makes continued listing on TSX, in the opinion of TSX, inadvisable.

Nasdaq or TSX delists the Common Shares, investors may face material adverse consequences, including, but not limited to, a lack

of a trading market for the Common Shares, reduced liquidity, a determination that our Common Shares are a “penny stock,”

Common Shares are currently listed on the Nasdaq Global Market under the symbol “NB”.

The public NioCorp Assumed Warrants

are currently listed on Nasdaq under the symbol “NIOBW.” The Nasdaq Capital Market

has rules for continued listing.

In order to maintain the listings, we must maintain certain financial and share distribution targets, including maintaining a

minimum number of public shareholders.

Nasdaq delists the Common Shares, investors may face material adverse consequences, including, but not limited to, a lack of a

trading market for the Common Shares, reduced liquidity, a determination that our Common Shares are a “penny stock,”

decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

issuance of additional Common Shares may negatively impact the trading price of our securities.

have issued Common Shares in the past and will continue to issue Common Shares to finance our activities in the future.

outstanding options, warrants, and broker warrants to purchase Common Shares may be exercised, resulting in the issuance of additional

Common Shares.

The issuance by us of additional Common Shares would result in dilution to our shareholders, and even the perception

that such an issuance may occur could have a negative impact on the trading price of the Common Shares.

our Common Shares are considered a penny stock and are subject to the penny stock rules, broker-dealers may be discouraged from

effecting transactions in Common Shares.

Common Shares has in the past, and may in the future, be considered a “penny stock.” The SEC has adopted Rule 15g-9

Common Shares have in the past, and may in the future, be considered a “penny stock.” The SEC has adopted Rule 15g-9

which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00

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investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5.0 million

or individuals with a net worth in excess of $1.0 million or annual income exceeding $200 or $300, jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to

deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and

the nature and level of risks in the penny stock market.

The broker-dealer also must provide the customer with current bid and

offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly

or individuals with a net worth in excess of $1.0 million or annual income exceeding $200,000 or $300,000, jointly with their

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,

to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks

and the nature and level of risks in the penny stock market.

The broker-dealer also must provide the customer with current bid

and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly

account statements showing the market value of each penny stock held in the customer’s account.

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ability of broker-dealers to trade in the Common Shares.

STAFF COMMENTS

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 1A. Risk Factors