What changed in this filing

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Item 7. Management’s Discussion and Analysis

2024-09-23 compared with 2023-10-06 · 363 added, 410 removed, 141 unchanged (85% of the section changed)

4 unchanged sentences

Report on Form 10-K.

Item 1, “ Business – Recent Corporate Events ,” for a description of the Transactions.

1, “ Business—Historical Development of the Business ,” for a description of the 2023 Transactions.

of Consolidated Financial and Operating Performance

4 unchanged sentences

the year ended June 30,

Operating expenses

Net loss attributable

to the Company

share (basic and diluted)

The net loss attributable

to the Company increased to $40.1 million for fiscal year 2023 from $10.9 million for fiscal year 2022.

This increased net loss

in fiscal year 2023 as compared to fiscal year 2022 is primarily due to the recognition of Earnout Shares and warrant liabilities

associated with the GXII Transaction as well as an increase in legal and other professional fees.

The net loss attributable to the Company increased to $10.9 million for fiscal year 2022 from $4.8 million

for fiscal year 2021.

This increased net loss in fiscal year 2022 as compared to fiscal year 2021 is primarily due to increased

exploration expenditures associated with process development costs and rare earth review costs, as well increased non-cash costs

of our fiscal year 2022 Option grants, which were fully vested and expensed on the grant dates, and increased loss on partial debt

extinguishment from debt conversions reported as interest expense.

loss attributable to the Company

loss per share (basic and diluted)

net loss attributable to the Company decreased to $11.4 million for fiscal year 2024 from $40.1 million for fiscal year 2023.

This decreased net loss in fiscal year 2024 as compared to fiscal year 2023 is primarily due to the recognition of general transaction

expenses, Earnout Shares, and warrant liabilities associated with the fiscal year 2023 GXII Transaction as well as a decrease

in exploration expenditures and fiscal year 2024 non-cash gains associated with changes in Earnout Share valuations and warrant

liability valuations.

of Operations

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and the activities necessary to support corporate and shareholder duties, as detailed in the following table.

For the year ended

the year ended June 30,

related costs

operating expenses

Employee related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

operating expenses

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Loss on debt extinguishment

Interest expense

Foreign exchange loss (gain)

Change in financial instrument fair value

Loss (gain) on equity securities

Income tax benefit

Loss attributable to noncontrolling interest

Net loss attributable to the Company

in fair value of warrant liabilities

in fair value of convertible note

on debt extinguishment

exchange (gain) loss

on equity securities

attributable to noncontrolling interest

loss attributable to the Company

Year 2024 as Compared to Fiscal Year 2023

items affecting operating expenses are noted below:

operating expenses include costs incurred in connection with the Transactions, including direct transaction expenses, and

the fair value of warrant and Earnout Shares liabilities assumed, as well as costs related to investor relations, general office

expenditures, equity offering and proxy expenditures, board-related expenditures, and other miscellaneous costs.

These costs increased

in fiscal year 2023 as compared to fiscal year 2022 primarily due to the costs incurred in connection with the Transactions, which

closed on March 17, 2023.

A summary of these costs is presented below:

cash proceeds, net of transaction costs incurred by GXII

Cash costs associated

with the Transactions:

liabilities assumed

Equity Facility Financing Agreement – cash costs

costs expensed

costs associated with the Transactions:

Warrants assumed at fair value

Shares assumed at fair value

Equity Facility Financing Agreement – shares issued

transaction related losses incurred

addition, other operating expenses increased due to increased directors and officers insurance premiums associated with our US

stock exchange listing, as well as increased financial and investor relation services performed during 2023.

expenditures increased in fiscal year 2023 as compared to fiscal year 2022, reflecting work performed in fiscal year 2023

to complete the development of the Demonstration Plant and the subsequent operation of the Demonstration Plant to verify process

improvement efforts and advance the technical and economic analyses on the potential addition of magnetic rare earth oxides to

NioCorp’s planned product suite.

In addition, 2023 costs increased due to costs related to the completion and filing of

the Technical Report Summary

based on the Company’s 2022 Feasibility Study for the Elk Creek Project, which was filed with

the SEC on September 6, 2022.

fees increased in fiscal year 2023 as compared to fiscal year 2022, primarily due to additional accounting

and legal services related to our March 31, 2023 Form 10-Q SEC filings, as well as legal costs associated with corporate funding

related costs for fiscal year 2023 increased as compared to fiscal year 2022 primarily due to the impact of discretionary

bonus payouts totaling $0.2 million, partially offset by the impact of lower employee headcount at the end of fiscal year 2023

as compared to fiscal year 2022.

Other operating

expenses include costs incurred in connection with the 2023 Transactions, including direct transaction expenses, and the fair

value of warrant and Earnout Shares liabilities assumed, as well as costs related to investor relations, general office expenditures,

equity offering and proxy expenditures, Board-related expenditures, and other miscellaneous costs.

These costs decreased in fiscal

year 2024 as compared to fiscal year 2023 primarily due to $23.8 million of costs incurred in connection with the 2023 Transactions,

which closed on March 17, 2023, as well as overall lower expenditures during fiscal year 2024 for financial services, Board stipends

and share-based compensation, and investor relation services.

This decline was partially offset by the fiscal year 2024 impact

of $1.0 million of additional director and officer insurance premiums associated with our listing on Nasdaq.

Employee-related

costs increased in 2024 as compared to 2023, primarily due to an increase in the number of options issued to employees in

2024 partially offset by a lower fair value per option as well as the impact of board-authorized employee salary increases which

became effective April 1, 2023.

expenditures decreased in fiscal year 2024 as compared to fiscal year 2023, reflecting work performed in fiscal year

2023 to complete the development of the Demonstration Plant and the subsequent operation of the Demonstration Plant to verify

process improvement efforts and advance the technical and economic analyses on the potential addition of magnetic rare earth oxides

to NioCorp’s planned product suite.

In addition, 2023 costs increased due to costs related to the completion and filing

of the Technical Report Summary based on the Company’s 2022 Feasibility Study for the Elk Creek Project, which was filed

with the SEC on September 6, 2022.

Demonstration Plant costs were lower in 2024 as project objectives were completed

and the Demonstration Plant operations ended in February 2024.

fees increased in fiscal year 2024 as compared to fiscal year 2023, primarily due to additional accounting fees incurred in

2024 associated with our change in auditors as well as legal costs associated with corporate funding initiatives and Form S-1

and S-3 filings.

significant items impacting the change in the Company’s net loss are noted below:

in fair value of Earnout Shares liability represents the change in fair value related to the Earnout Shares between the Closing Date and the end

of fiscal year 2023, based on the results of Monte Carlo financial modeling.

in fair value of warrant liability represents the change in fair value related to the additional Warrants (the “Contingent

in fair value of Earnout Shares liability represents the change in fair value related to the Earnout Shares based on the results

of Monte Carlo financial modeling.

Overall, the decline in the liability corresponds to the overall decline in our share value

during fiscal year 2024.

in fair value of warrant liability represents the change in fair value related to (i) the additional Warrants (the “Contingent

Consent Warrants”) that the Company agreed to issue to Lind Global Asset Management III, LLC (“Lind”) upon certain

conditions in connection with the Waiver and Consent Agreement, dated September 25, 2022, between the Company and Lind (the “Lind

Consent”), as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof, as well as

the change in the fair value of the Private Warrants based primarily on the impacts of a lower closing Common Share price, which

increases the probability of these Contingent Consent Warrants being issued under the Lind Consent terms.

Consent”), as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof, and (ii)

the change in fair value of the April 2024 Warrants, as discussed in Note 9 to the consolidated financial statements included

in Part II, Item 8 hereof, partially offset by the change in the fair value of the Private Warrants based primarily on the impacts

of a lower closing Common Share price, which increases the probability of these Contingent Consent Warrants being issued under

the Lind Consent terms.

in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes,

which are carried at fair value, as well as the change in fair value for the period ended June 30, 2024.

on debt extinguishment represents the loss incurred under Accounting Standards Codification (“ASC”) Topic 470,

Debt, related to the convertible security issued to Lind (the “Lind III Convertible Security”) with a face value of

$11.7 million (representing $10.0 million in funding plus an implied 8.5% interest rate per annum for the term of the Lind III

Convertible Security) pursuant to the Convertible Security Funding Agreement, dated February 16, 2021, as amended by Amendment

#1 to the Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind (as amended, the “Lind

III Agreement”), as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof.

expense decreased in fiscal year 2023 as compared to fiscal year 2022 due to the impacts of conversions on the outstanding

balance of the Lind III Convertible Security during fiscal year 2022, as well as the impact of debt extinguishment accounting

as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof, partially offset by Convertible

Debenture interest expense incurred in fiscal year 2023.

Debt, related to the convertible security issued to Lind (the “Lind III Convertible Security”)

with a face value of $11.7 million (representing $10.0 million in funding plus an implied 8.5% interest rate per annum for the

term of the Lind III Convertible Security) pursuant to the Convertible Security Funding Agreement, dated February 16, 2021, as

amended by Amendment #1 to the Convertible Security Funding Agreement, dated

December 2, 2021, between the Company and Lind (as

amended, the “Lind III Agreement”), as discussed in Note 9 to the consolidated financial statements included in Part

II, Item 8 hereof.

expense increased in fiscal year 2024 as compared to fiscal year 2023 due to the impacts of Convertible Debenture interest

expense incurred in fiscal year 2024.

attributable to noncontrolling interest represents the portion of net loss in ECRC attributable to the Vested Shares, which

are not owned by the Company.

Year 2022 as Compared to Fiscal Year 2021

items affecting operating expenses are noted below:

related costs for fiscal year 2022 increased as compared to fiscal year 2021 primarily due to increased share-based compensation

costs which primarily reflected the impact of increased Common Share values on the fair value calculations in the Black-Scholes

model, as well as the number of Options granted.

fees increased in fiscal year 2022 as compared to fiscal year 2021, primarily due to additional legal services

related to SEC filings, including our shelf registration statement on Form S-3 filed in November 2021.

expenditures increased in fiscal year 2022 as compared to fiscal year 2021 reflecting work performed in fiscal year 2022 to

advance the development of a demonstration-scale test plant to verify process improvement efforts as well as to potentially incorporate

REEs into our planned production.

Fiscal year 2021 expenditures primarily related to the ongoing personnel costs, as well as ongoing

engineering and metallurgical projects and project advancement activities.

operating expenses include investor relations, general office expenditures, equity offering and proxy expenditures, board-related

expenditures, and other miscellaneous costs.

These costs increased in fiscal year 2022 as compared to fiscal year 2021 primarily

due to increased financial advisory fees and investor relations fees associated with our ongoing financing efforts.

share-based compensation for directors and other advisors increased in fiscal year 2022 as compared to fiscal year 2021 due to

increased share-based compensation costs, which primarily reflected the impact of increased Common Share values in the Black Scholes

Options issued in both periods were fully vested upon issuance and expensed on the grant date.

significant items impacting the change in the Company’s net loss are noted below:

income for fiscal year 2021 represents the one-time forgiveness of the Company’s U.S.

Small Business Administration

Loan, which occurred on November 18, 2020.

on extinguishment for fiscal year 2021 represents the one-time loss incurred in connection with the December 18, 2020, conversion

of a convertible note in the principal amount of approximately $1.9 million issued by the Company to Nordmin pursuant to a convertible

note and warrant subscription agreement, dated as of December 18, 2020, between NioCorp and Nordmin (the “Nordmin Note”).

exchange (gain) loss is primarily due to changes in the U.S.

dollar against the Canadian dollar rate as applied to U.S.

dollar-denominated

debt instruments, which are carried on the Canadian parent company books, and the fiscal year 2022 loss reflected the impacts

of a strengthened U.S.

dollar to Canadian dollar, whereas the fiscal year 2021 gain primarily reflects the impact of a weakened

expense increased in fiscal year 2022 as compared to fiscal year 2021 primarily due to the accretion of the Nordmin Note,

which was issued in December 2020, as well as accretion of the Lind Convertible Security, which was issued in February 2021.

and Capital Resources

16 unchanged sentences

NioCorp and the Elk Creek Project a much higher profile among institutional investors evaluating projects in the critical materials

Yorkville Convertible Debt Financing has provided, and the Yorkville Equity Facility Financing is expected to provide, near-term

and longer-term access to capital.

The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement,

at its discretion, is subject to certain limitations and the satisfaction of certain conditions.

When available, the Yorkville

Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more closely.

Historically,

cash has generally been available to the Company through private placements of equity for which the timing did not always coincide

with the Company’s cash needs.

The Company may utilize the Yorkville Equity Facility Financing Agreement to potentially

generate funds at a time when they are in need.

Alternatively, the Company can also utilize the Yorkville Equity Facility Financing

Agreement for opportunistic share sales.

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.

On September 1, 2023, the Company closed a non-brokered private placement (the

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

A total of 250,000

September 2023 Units were issued at a price per September 2023 Unit of $4.00, for total gross proceeds to the Company of $1.0 million.

Each September

2023 Unit consists of one Common Share and one Common Share purchase warrant (“September 2023 Warrant”).

Each September

2023 Warrant entitles the holder to acquire one Common Share at a price of $4.60 at any time prior to September 1, 2025.

On September 12 and September 15, 2023, the Company issued 70,000 and 75,000 Common Shares, respectively, under the Yorkville

Equity Facility Financing Agreement in exchange for $0.5 million in gross cash proceeds.

NioCorp intends to use the net proceeds

from these September financing transactions for working capital and general corporate purposes, including to advance its efforts

to launch construction of the Elk Creek Project and move it to commercial operation.

The sale of the April

2024 Notes has provided, and the Yorkville Equity Facility Financing is expected to provide, near-term and longer-term access to

The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement, at its discretion, is subject

to certain limitations and the satisfaction of certain conditions.

When available, the Yorkville Equity Facility Financing Agreement

provides an opportunity to actively manage the cash needs of the Company more closely.

Historically, cash has generally been available

to the Company through private placements of equity for which the timing did not always coincide with the Company’s cash

In the near term, the Company intends to utilize the Yorkville Equity Facility Financing Agreement to offset amounts owed

under the April 2024 Notes.

The Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate

funds at a time when they are in need.

Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement

for opportunistic share sales.

July 19, 2024, the Company and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the

remaining principal and accrued interest of $553,767 under the Convertible Debenture into Common Shares in exchange for a $95,000

make-whole payment.

September 17, 2024, all the remaining outstanding Financing Warrants expired.

On September 17, 2024, the

Company’s Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued

2,816,742 Contingent Consent Warrants to Lind.

Each Contingent Consent Warrant is exercisable for one Common Share at an exercise

price of $2.308 and may be exercised at any time prior to

their expiration on September 17, 2028.

of Contingent Consent Warrants issued was based on $5.0 million divided by the five-day volume weighted average price of the Common

Shares on September 16, 2024.

of June 30, 2024, the Company had cash of $2.0 million and a 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.

Subsequent to June 30, 2024, the Company issued 339,250 Common

Shares under the Yorkville Equity Facility Financing Agreement in exchange for $0.6 million in gross cash proceeds.

September 11, 2024, the Company and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into

a loan agreement (the “Smith Loan Agreement”), which provides for a $2.0 million non-revolving credit facility.

initial drawdown under the Smith Loan Agreement of $33,000 was completed on September 11, 2024.

NioCorp intends to use the

net proceeds from these transactions to satisfy amounts due under the April 2024 Notes and for general corporate purposes.

expect that the Company will operate at a loss for the foreseeable future.

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approximately $26.0 million until June 30, 2025.

addition to outstanding accounts payable and short-term liabilities, our average monthly planned expenditures through June 30,

2024 are expected to be approximately $685,000 per month where approximately $390,000 is for corporate overhead and estimated

costs related to securing financing necessary for advancement of the Elk Creek Project.

Approximately $295,000 per month is planned

for expenditures relating to the advancement of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC.

Company’s ability to continue operations and fund our current work plan is dependent on management’s ability to secure

additional financing.

In addition to outstanding

accounts payable and short-term liabilities, our average monthly planned expenditures through June 30, 2025 are expected to be

approximately $1.6 million per month, of which approximately $375,000 is for corporate overhead and estimated costs related to

securing financing necessary for advancement of the Elk Creek Project.

This includes general overhead costs, satisfying outstanding

accounts payable, and repayment of the April 2024 Notes and the Smith Loan Agreement.

This also includes anticipated financing

costs associated with the Elk Creek Project, including an updated mine plan in connection with the EXIM application process.

scope of these financing costs remains under discussion with EXIM.

Approximately $1.2 million per month is planned for expenditures

relating to the advancement of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC.

The Company’s ability

to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing.

Company anticipates that it does not have sufficient cash on hand to continue to fund basic operations for the next twelve months,

and additional funds totaling $8.0 million to $9.0 million, net of funds raised from the September financing transactions discussed

above, are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering.

While the Yorkville Equity Facility Financing Agreement may provide the Company with access to additional capital, the Company

may require additional capital to meet its cash need.

Management is actively pursuing such additional sources of debt and equity

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

and additional funds totaling $25.0 million to $26.0 million, net of funds raised from advances under the Yorkville Equity Facility

Financing Agreement and borrowings under the Smith Loan Agreement, are likely to be necessary to continue advancing the project

in the areas of financing, permitting, and detailed engineering.

While the Yorkville Equity Facility Financing Agreement may provide

the Company with access to additional capital, the Company will likely require additional capital to meet its cash needs.

is actively pursuing such additional sources of debt and equity 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.

Creek Property and lease commitments are $15,000 through June 30, 2025.

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carry out all our presently planned activities at the Elk Creek Project.

June 6, 2023, the Company announced that it had submitted an application to the Export-Import Bank of the United States (“EXIM”)

for debt financing (the “EXIM Financing”) to fund the project costs for the Elk Creek Project, under EXIM’s

“Make More in America” initiative.

The EXIM Financing 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.

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

for potential funding under the Yorkville Equity Facility Financing, discussed above, 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.

The quantity of funds

to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as

opportunities to raise funds arise.

Management may to pursue funding sources of both debt and equity financing, including but

not limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination

thereof in units of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the

form of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private

issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing.

June 6, 2023, the Company announced that it had submitted an application to EXIM to obtain EXIM Financing to fund the project

costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative.

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.

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.

2024, the Company received the PPL from EXIM.

The PPL is a summary of EXIM’s initial due diligence findings and also includes

a preliminary Indicative Term Sheet.

The PPL identified additional project activities to be undertaken by the Company in conjunction

with the EXIM evaluation process.

These include an updated mine plan and updated Elk Creek Project capital costs on a final or

close-to-final basis reflecting updated process flows.

Management is working with EXIM to continue to advance the project through

the next stages of EXIM’s due diligence and loan application process.

We are currently unable to estimate how long the application

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

Except for potential

funding from advanced under the Yorkville Equity Facility Financing and potential funding under the Smith Loan Agreement, each

as discussed above, 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 April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s

ability to use the proceeds from the April 2024 Purchase Agreement to pay 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

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.

of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management

as opportunities to raise funds arise.

Management may pursue funding sources of both debt and equity financing, including but not

limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination

thereof in units of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the form

of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private issuances

of debt securities, including secured and unsecured convertible debt instruments or secured debt project financing.

does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will

7 unchanged sentences

However, we cannot provide any assurances that we will be able to be successful in raising such funds.

on the conditions described within, management has concluded and the audit opinion and 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 in business.

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

As defined under S-K 1300, we are a development stage issuer, and we have incurred losses since our inception.

not have sufficient cash, including option and warrant exercises subsequent to June 30, 2023, to fund normal operations and meet

debt obligations for the next twelve months without deferring payment on certain current liabilities and raising additional funds.

Recent 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.

During fiscal year 2023, these

events continued to create uncertainty with respect to overall project funding and timelines.

We believe that the going concern

uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned

ongoing operating activities is secured.

Therefore, these factors raise substantial doubt as to our ability to continue as a going

Based on the conditions

described within, management has concluded and the audit opinion and 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.

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.

As defined under S-K 1300, we are a development stage issuer, and we have incurred losses since our

We may not have sufficient cash, including option and warrant exercises subsequent to June 30, 2024, to fund normal

operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities and raising

additional funds.

Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential

for geographic recessions have contributed to general global economic uncertainty.

During fiscal year 2024, these events continued

to create uncertainty with respect to overall project funding and timelines.

We believe that the going concern uncertainty cannot

be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating

activities is secured.

Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.

have no exposure to any asset-backed commercial paper.

5 unchanged sentences

lower rates of interest, which has also lowered our potential interest income.

the year ended June 30, 2023, the Company’s operating activities consumed $17.3 million of cash (2022:

$6.2 million and

During the year ended

June 30, 2024, the Company’s operating activities consumed $11.7 million of cash (2023:

$17.3 million).

The cash used in operating activities for fiscal year 2023 reflects the Company’s funding of losses

of $40.1 million, the net fair value losses related to the Private Warrants and the Earnout Shares liabilities,

share-based compensation, and other non-cash transactions.

Overall, operational outflows during fiscal year 2023 increased from

the corresponding period of 2022 due to cash expenses related to the Transactions and an increase in exploration-related spending

at the Elk Creek Project.

Overall, fiscal year 2023 operational outflows were higher than fiscal year 2022 due primarily to increased

exploration expenditures.

Going forward, the Company’s working capital requirements are expected to increase substantially

in connection with the development of the Elk Creek Project.

Overall, operational

outflows during fiscal year 2024 decreased from the corresponding period of 2023 due to fiscal year 2023 cash expenses related

to the 2023 Transactions and a decrease in fiscal year 2024 exploration-

related spending at the Elk Creek Project.

Going forward,

the Company’s working capital requirements are expected to increase substantially in connection with the development of the

Elk Creek Project.

Company had minimal investing activities during the years ended June 30, 2024 and 2023, respectively.

cash provided by financing activities was $11.4 million in fiscal year 2024 (2023:

$4.3 million and 2021:

$14.6 million).

increase in financing inflows primarily reflects the timing of cash inflows from the financing transactions disclosed below.

following is a discussion of significant financing transactions for fiscal year 2023:

February 28, 2023, the non-revolving credit facility agreement, dated January 16, 2017,

as amended, with Mark Smith, our Chief Executive Officer, President, and Executive Chairman

(the “Smith Credit Agreement”) was amended to increase the borrowing limit

to $4.0 million from the previous limit of $3.5 million.

The Company subsequently drew

down $1.13 million under the Smith Credit Agreement.

On March 22, 2023, the Company repaid

Smith $2.0 million, representing $159,000 of interest and $1.84 million of principal

borrowed under the Smith Credit Agreement.

This repayment was made out of funds transferred

to the Company from the GXII trust account on the Closing Date.

Subsequently, on May

31, 2023, the Company repaid Mr.

Smith $1.31 million, representing $24,000 of interest

and the remaining principal balance outstanding of $1.29 million.

connection with the GXII Transaction, on January 26, 2023, NioCorp and Yorkville entered

into the Yorkville Convertible Debt Financing Agreement, which was subsequently amended

on February 24, 2023.

to the Yorkville Convertible Debt Financing Agreement, at the Closing, Yorkville advanced a total amount of $15.36 million to

NioCorp in consideration of the issuance by NioCorp to Yorkville of (i) $16.0 million aggregate principal amount of Convertible

Debentures and (ii) the Financing Warrants, which are exercisable for up to 1,789,267 Common Shares for cash or, if at any time

there is no effective registration statement registering, or no current prospectus available for, the resale of the underlying

Common Shares, on a cashless basis, at the option of the holder, at a price per Common Share of approximately $8.9422, subject

to adjustment to give effect to any stock dividend, stock split, reverse stock split or similar transaction.

Convertible Debenture issued under the Yorkville Convertible Debt Financing Agreement is an unsecured obligation of NioCorp, matures

on September 17, 2024, which maturity may be extended for one six-month period in certain circumstances at the option of NioCorp,

and incurs a simple interest rate obligation of 5.0% per annum (which will increase to 15.0% per annum upon the occurrence of

an event of default).

The outstanding principal amount of, accrued and unpaid interest, if any, on, and premium, if any, on the

Convertible Debentures must be paid by NioCorp in cash when the same becomes due and payable under the terms of the Convertible

Debentures at their stated maturity, upon their redemption or otherwise.

to certain limitations contained within the Yorkville Convertible Debt Financing Agreement and the Convertible Debentures, including

those as described below, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued

and unpaid interest, if any, on each Convertible

Debenture, in whole or in part, from time to time over their term, into a number

of Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided

by the Conversion Price.

The “Conversion Price” means, as of any Conversion Date (as defined below) or other date

of determination, the greater of (i) 90% of the average of the daily U.S.

dollar volume-weighted average price of the Common Shares

on the principal U.S.

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

days immediately preceding the date on which the holder exercises its conversion right in accordance with the requirements of

the Yorkville Convertible Debt Financing Agreement (the “Conversion Date”) or other date of determination, but not

lower than the Floor Price (as defined below), and (ii) the five-day volume-weighted average price of the Common Shares on the

TSX (or on the principal U.S.

market if the majority of the trading volume and value of the Common Shares occurred on Nasdaq during

the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination

less the maximum applicable discount allowed by the TSX.

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

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

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

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

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

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

split, recapitalization or similar event.

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

by Yorkville at a Conversion Price below a fixed price equal to approximately $8.9422 (i.e., the quotient of $10.00 divided by

1.11829212 (being the number of Common Shares that were exchanged for each share of GXII at the Closing, after giving effect to

the Reverse Stock Split)), subject to adjustment to give effect to any stock dividend, stock split, reverse stock split, recapitalization

or similar event.

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

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

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

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

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

to the terms of the Convertible Debentures, following certain trigger events, and until a subsequent cure event, NioCorp will

be required to redeem $1.125 million aggregate principal amount of Convertible Debentures (the “Triggered Principal Amount”)

each month by making cash payments to the Investors, on a pro rata basis, in an amount equal to the Triggered Principal Amount,

plus accrued and unpaid interest thereon, if any, plus a redemption premium of 7% of the Triggered Principal Amount.

prepayments under the terms of the Convertible Debentures are triggered (i) at the time when NioCorp has issued 95% of the total

amount of Common Shares pursuant to the Yorkville Convertible Debt Financing that it may issue under applicable TSX and Nasdaq

rules or (ii) when NioCorp has delayed or suspended the effectiveness or use of the Convertible Debt Financing Registration Statement

for more than 20 consecutive calendar days, and such monthly prepayment obligations will continue until, with respect to (i) above,

shareholder approval is obtained or, with respect to (ii) above, the Investors may once again resell Common Shares under the Convertible

Debt Financing Registration Statement, respectively.

connection with the GXII Transaction, on January 26, 2023, the Company and Yorkville

entered into the Yorkville Equity Facility Financing Agreement.

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

(the “Commitment Amount”), at our direction from time to time for a period commencing upon the Closing Date and ending

on the earliest of (i) the first day of the month next following the 36-month anniversary of the Closing, (ii) the date on which

Yorkville shall have made payment

of the full Commitment Amount and (iii) the date that the Yorkville Equity Facility Financing

Agreement otherwise terminates in accordance with its terms (the “Commitment Period”), subject to certain limitations

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

Pursuant to the terms of the Yorkville

Equity Facility Financing Agreement, we issued 81,213 of our Common Shares (the “Commitment Shares”) to Yorkville

as consideration for its irrevocable commitment to purchase Common Shares under the Yorkville Equity Facility Financing Agreement.

Yorkville has since resold all of the Commitment Shares.

On June 9, 2023, we issued and sold 100,000 Common Shares to Yorkville

under the Yorkville Equity Facility Financing Agreement.

Additionally, we are required to pay Yorkville an aggregate fee of $1,500,000

in cash (the “Cash Fee”), including $500,000 that we paid on the Closing Date and an additional $250,000 we have paid

as of June 30, 2023.

We will pay the remaining $750,000 balance in installments over a 12-month period following the Closing Date,

provided that, we will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee at any

The Common Shares that may be sold pursuant to the Yorkville Equity Facility Financing Agreement would be purchased by Yorkville

at a purchase price equal to 97% of the daily volume-weighted average price of the Common Shares on Nasdaq or such other principal

market for the Common Shares if the Common Shares are ever listed or traded on the New York Stock Exchange or the NYSE American

as reported by Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing)

during the applicable pricing period, which is a period during a single trading day or a period of three consecutive trading days,

at the Company’s option and subject to certain restrictions, in each case, defined based on when an Advance Notice (as defined

in the Yorkville Equity Facility Financing Agreement) is submitted, subject to certain limitations.

of June 30, 2023, 100,000 Common Shares, representing $488,080 in net proceeds, had been issued under the Yorkville Equity Facility

Financing Agreement.

April 28, 2023, the Company issued and sold 314,465 Common Shares in a registered direct

offering at a price of $6.36 per share.

Net proceeds to the Company from the offering

were approximately $1.8 million.

NioCorp intends to use the net proceeds from the offering

for working capital and general corporate purposes, including to advance its efforts

to launch construction of the Elk Creek Project and move it to commercial operation.

following is a discussion of significant financing transactions for fiscal year 2022:

This decrease in financing

inflows primarily reflects the timing of cash inflows from the financing transactions disclosed below.

inflows reflect the gross receipts of $1.0 million from the September 2023 Private Placement (as defined below), $1.3 million

from the December 2023 Private Placement (as defined below), $0.6 million from the June 2024 Private Placement (as defined below)

and $3.3 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, as well as $6.5 million

of net proceeds from the issuance of the April 2024 Notes.

following is a discussion of significant financing transactions since the beginning of fiscal year 2024:

September 1, 2023, the Company closed a non-brokered private placement (the “September

2023 Private Placement”) with a single investor and issued 250,000 units of the

Company (the “September 2023 Units”), at a price of $4.00 per September 2023

Unit, for aggregate gross proceeds of $1.0 million.

Each September 2023 Unit consisted

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

September 2023 Warrant is exercisable for one Common Share at a price of $4.60 until

September 1, 2025.

December 22, 2023, the Company closed a non-brokered private placement (the “December

2023 Private Placement”) and issued an aggregate of 413,432 units of the Company

(the “December 2023 Units”), including an aggregate of 274,587 December 2023

Units to certain non-affiliated accredited investors at a price of $3.08 per December

2023 Unit and an aggregate of 138,845 December 2023 Units to certain of the Company’s

officers and directors at a price of $3.205 per December 2023 Unit, for aggregate gross

proceeds of approximately $1.29 million.

Each December 2023 Unit consisted of one Common

Share and one Warrant (the “December 2023 Warrants”).

Each December 2023

Warrant is exercisable for one Common Share at a price of $3.54 until December 22, 2025.

April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (together

with Yorkville, the “April 2024 Purchasers”) $8.0 million aggregate principal

amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities

purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”),

between the Company and each of the April 2024 Purchasers.

Pursuant to the terms of the

April 2024 Notes, subject to certain exceptions, on the first day of each calendar month,

beginning on June 1, 2024 (excluding August 2024) (the “Payment Date”), the

Company will be required to repay a portion of the outstanding balance of all of the

April 2024 Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1.4 million

of principal (or the outstanding principal if less than such amount) in the aggregate

among all of the outstanding April 2024 Notes, plus (ii) 8.0% of the principal amount

being paid (the “Payment Premium”), and (iii) accrued and unpaid interest,

if any, as of the Payment Date.

The Company is required to make payments on each Payment

Date until the entire outstanding principal is repaid but will not have an obligation

to make a payment on a Payment Date if certain equity conditions (the “Equity Conditions”)

are satisfied.

Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to

each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385 Common Shares (the “April

2024 Warrants Shares”), which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April

2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock

split or recapitalization.

to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6.935 million to the Company in consideration

of the issuance by the Company to the April 2024 Purchasers of $8.0 million aggregate principal amount of the April 2024 Notes

and April 2024 Warrants.

from the April 2024 Purchase Agreement were used for general working capital purposes, including for accounts payable, other payables

and operating expenses, and to satisfy the fees and expenses incurred in connection with the April 2024 Purchase Agreement.

to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the

principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each April

2024 Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted

divided by a fixed conversion price of $2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April

2024 Warrant Shares, the “April 2024 Underlying Shares”).

April 2024 Notes are the unsecured obligations of the Company and will mature on December 31, 2024.

The April 2024 Notes incur

a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of

The outstanding principal amount of, accrued and unpaid interest, if any, on, and the Payment Premium, if any, on the

April 2024 Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes

at their stated maturity, upon their redemption or otherwise.

April 2024 Purchase Agreement 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 the April 2024 Warrants to repay related party debt or to enter

into any variable rate transaction other than with Yorkville, subject to certain exceptions, and to distribute proceeds from the

sale of the April 2024 Notes and the exercise of the April 2024 Warrants to subsidiaries other than ECRC and 0896800 B.C.

(together with ECRC, the “Guarantors”), upon the entry by the Guarantors into a global guaranty agreement, dated as

of April 11, 2024, among the Guarantors in favor of the Purchasers (the “Guaranty Agreement”).

Pursuant to the Guaranty

Agreement, the Guarantors guaranteed the full, prompt and unconditional payment when due (whether at maturity, by acceleration

or otherwise), and the performance of all liabilities, agreements and other obligations of NioCorp to the April 2024 Purchasers

contained in the April 2024 Purchase Agreement, the April 2024 Notes, and the April 2024 Warrants, to the extent such liabilities,

agreements and obligations are payable in cash.

4, 2024, NioCorp entered into (i) a consent and waiver (the “Yorkville Consent”) to the April 2024 Note issued and

sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent,

the “Consents”) to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to the April 2024 Purchase

The Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate

of $1.2 million to an aggregate of $0.3 million, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by

an aggregate of $1.2 million, 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.

June 24, 2024, the Company closed a non-brokered private placement (the “June 2024

Private Placement”) of units (the “June 2022 Units”) of the Company.

A total of 4,981,035 June 2022 Units were issued at a price per June 2022 Unit of C$0.96,

for total gross proceeds to the Company of approximately C$4.8 million.

Each June 2022

Unit consists of one Common Share and one common share purchase warrant (“June

2022 Warrant”).

Each June 2022 Warrant entitles the holder to acquire one Common

Share at a price of C$1.10 at any time prior to July 1, 2024.

Proceeds of the June 2022

Private Placement will be used for continued advancement of the Company’s Elk Creek

Critical Minerals Project and for working capital and general corporate purposes.

Company paid cash commissions of C$62,000 and 65,100 warrants (the “Finder Warrants”),

having the same terms as the June 2022 Warrants, to finders outside of the United States.

The Finder Warrants were valued at C$18,000 using a risk-free rate of 3.2%, expected

volatility of 64% and expected life of two years.

July 23, 2021, the Company repaid $358,000 to Mr.

Smith, representing a partial principal

repayment of $318,000 on the Smith Credit Agreement plus accrued interest.

Private Placement”) with a single investor of 315,000 units of the Company (the

“June 2024 Units”), at a price of $1.91 per June 2024 Unit, for aggregate

gross proceeds of $0.6 million.

Each June 2024 Unit consisted of one

Common Share and one Warrant (the “June 2024 Warrants”).

Each June 2024 Warrant

is exercisable for one Common Share at a price of $2.20 until June 24, 2026.

● On September 11, 2024, the Company entered into the Smith Loan Agreement

with Mark Smith, our Chief Executive Officer, President and Executive Chairman, pursuant to which Mr.

Smith agreed to make available

to the Company a non-revolving, multiple draw credit facility of up to $2.0 million.

Borrowings under the Smith Loan Agreement

bear interest at a rate of 10% per annum and are subject to an establishment fee equal to 2.5% of the amount of any drawdown payable

at the time of the drawdown.

Any outstanding balance on

the Loan, including accrued interest, shall be immediately due and payable

by the Company on the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence of an event

of default thereunder (the “Due Date”).

The Company can repay the Loan at any time without notice and without penalty,

but any amount of principal or interest repaid by the Company prior to the Due Date will be subject to an early payment fee of

2.5% of the value of any such payment.

Amounts outstanding under the Smith Loan Agreement are secured by all of the Company’s

assets pursuant to a general security agreement between the Company and Mr.

Smith, dated September 11, 2024.

Flow Considerations

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Subject to the restrictions set forth

in the Yorkville Convertible Debt Financing Agreement, the Company may pursue additional debt and/or equity financing in the medium

however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable

in the Exchange Agreement and the April 2024 Purchase Agreement, the Company may pursue additional debt and/or equity financing

in the medium term;

however, there can be no assurance the Company will be able to obtain any required financing in the future

on acceptable terms.

Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance

15 unchanged sentences

discussion of arrangements related to possible future financings.

Convertible Debentures contain events of default customary for instruments of their type (with customary grace periods, as applicable)

April 2024 Notes contain events of default customary for instruments of their type (with customary grace periods, as applicable)

and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect

to NioCorp, all outstanding Convertible Debentures will become due and payable immediately without further action or notice.

any other type of event of default occurs and is continuing, then any holder may declare all of its Convertible Debentures to

be due and payable immediately.

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

under the Convertible Debentures in connection with the restatements of the Company’s financial statements for the periods

ended September 30, 2022, and December 31, 2022, and the delay in filing the Company’s Quarterly Report on Form 10-Q for

the quarterly period ended March 31, 2023.

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 other than with Yorkville, subject to certain exceptions.

Company was in compliance with these covenants as of June 30, 2023.

to NioCorp, all outstanding April 2024 Notes will become due and payable immediately without further action or notice.

other type of event of default occurs and is continuing, then any holder may declare all of its April 2024 Notes to be due and

payable immediately.

The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s

ability to use the proceeds from the April 2024 Purchase Agreement to repay related party debt or to enter into any variable rate

transaction other than with Yorkville, subject to certain exceptions.

The Company was in compliance with these covenants as of

June 30, 2024.

Environmental

6 unchanged sentences

foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain

“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange

Act, and are intended to be covered by the safe harbor created thereby.

See the discussion in “Forward-Looking Statements”

in Item 1., “Business.”

a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the consolidated

financial statements included in this Annual Report on Form 10-K.

“forward-looking statements” within the meaning of Section 27A of the Securities Act

and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby.

See the discussion

in “Forward-Looking Statements” in Item 1., “Business.”

a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the

consolidated financial statements included in this Annual Report on Form 10-K.

Accounting Estimates and Recent Accounting Pronouncements

significant accounting policies are described in Note 3 to the consolidated financial statements included in this Annual Report

on Form 10-K.

As described in Note 3, we are required to make estimates and assumptions that affect the reported amounts and related

disclosures of assets, liabilities, revenue, and expenses.

Our estimates are based on our experience and our interpretation of

economic, political, regulatory, and other factors that affect our

business prospects.

significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in this Annual

Report on Form 10-K.

As described in Note 3, we are required to make estimates and assumptions that affect the reported amounts

and related disclosures of assets, liabilities, revenue, and expenses.

Our estimates are based on our experience and our interpretation

of economic, political, regulatory, and other factors that affect our business prospects.

Many of the inputs into our estimation

1 unchanged sentence

Note 3 also discloses recent accounting pronouncements applicable to the Company.

We believe that our most critical accounting estimates are related to the carrying value of our long term

accounting for income taxes and the valuation of deferred tax assets;

and the valuation of warrants and earnout shares,

as they require us to make assumptions that are highly uncertain at the time the accounting estimates are made and changes in them

are reasonably likely to occur from period to period.

Management has discussed the development and selection of these critical

accounting estimates with the Audit Committee of our board of directors, and the Audit Committee has reviewed the disclosures presented

In addition, there are other items within our consolidated financial statements that require estimation, but are not deemed to be critical.

However, changes in estimates used in these and other items could have a material impact on our consolidated financial statements.

We believe that our

most critical accounting estimates are related to the carrying value of our long term assets;

accounting for income taxes and the

valuation of deferred tax assets;

and the valuation of liabilities associated with warrants, convertible debt carried at fair value,

and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the accounting estimates are made

and changes in them are reasonably likely to occur from period to period.

Management has discussed the development and selection

of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”), and the Audit

Committee has reviewed the disclosures presented below.

In addition, there are other items within our financial statements that

require estimation, but are not deemed to be critical.

However, changes in estimates used in these and other items could have a

material impact on our consolidated financial statements.

Value of Long-Lived Assets

22 unchanged sentences

fair value of the long-lived assets being tested for impairment and their carrying amounts.

We have assets, hold interests, and conduct activities in the U.S.

and Canada and are subject to their

Tax laws are complex and continue to evolve.

While we have a history of losses, our assumptions made in tax returns

are subject to review and interpretation by taxing authorities and could be modified.

judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation

allowance recorded against our deferred tax assets.

have assets, hold interests, and conduct activities in the U.S.

and Canada and are subject to their tax regimes.

complex and continue to evolve.

While we have a history of losses, our assumptions made in tax returns are subject to review and

interpretation by taxing authorities and could be modified.

Management judgment

is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance

recorded against our deferred tax assets.

We consider factors such as the cumulative income or loss in recent years;

reversal of deferred tax liabilities;

of deferred tax liabilities;

projected future taxable income exclusive of temporary differences;

the character of the

income tax asset, including income tax positions;

tax planning strategies and the period over which we expect the deferred tax

assets to be recovered in the determination of the valuation allowance.

In the event that actual results differ from these estimates

or we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial

the character of the income tax

asset, including income tax positions;

tax planning strategies and the period over which we expect the deferred tax assets to

be recovered in the determination of the valuation allowance.

In the event that actual results differ from these estimates or

we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial

position and results of operations.

Shares and Private Warrants

fair values of our Earnout Shares liability and Private Warrants liability were determined using various significant unobservable

inputs, including a discount rate and our best estimate of expected volatility and expected holding periods.

Changes in the estimated

fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases

in these liabilities have a corresponding negative impact on our U.S.

GAAP results of operations.

See Note 10 and 11c to our consolidated

financial statements included in this Annual Report on Form 10-K for additional details.

Instruments Carried at Fair Value

fair values of our Earnout Shares, Private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value were

determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility

and expected holding periods.

Changes in the estimated fair values of these liabilities may have material impacts on our results

of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our U.S.

results of operations.

See Notes 9, 10, and 11c to our consolidated financial statements included in this Annual Report on Form

10-K for additional details.

Company has one class of shares, being Common Shares.

A summary of outstanding shares, share options, warrants, and convertible

debt option as of October 6, 2023, is set out below, on a fully diluted basis.

debt option as of September 20, 2024, is set out below, on a fully diluted basis.

Shares Outstanding

2 unchanged sentences

exercisable into one Common Share.

15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common

Shares, and 3,399,678 Warrants that are each exercisable into one Common Share.

Common Shares issuable on conversion of Convertible Debentures with an aggregate outstanding

principal and accrued interest balance of $8.16 million as of October 6, 2023, assuming

a market price per Common Share of $3.66 on that date.

(3) Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into

1.11829212 Common Shares, and 38,660,244 Warrants that are each exercisable into one Common Share.

(4) Represents Common Shares issuable on conversion of April 2024 Notes with

an aggregate outstanding principal and accrued interest balance of $5.3 million as of September 20, 2024, at the fixed

conversion price of $2.75 per share.

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 7. Management’s Discussion and Analysis