What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-09-23 compared with 2023-10-06 · 975 added, 777 removed, 829 unchanged (68% of the section changed)

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and

the Board of Directors of NioCorp Developments Ltd.

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheet of NioCorp Developments Ltd.

and subsidiaries (the "Company") as of June 30, 2024, the related

consolidated statements of operations and comprehensive loss, cash flows, and shareholders' equity (deficit) and redeemable noncontrolling

interest, for the year ended June 30, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the financial statements,

the Company has a working capital deficit, an accumulated deficit, and does not generate any revenue.

Further, the Company does

not have sufficient cash on hand to fund normal operations or the repayment of the April 2024 Notes for the next twelve months

These conditions raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these

matters are also described in Note 4.

The consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are

the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated

below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated

to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any

way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

April 2024 Notes and Warrants

— Refer to Notes 3, 9, and 16 to the financial statements

Critical Audit Matter Description

On April 12, 2024, the Company

closed a private placement of convertible promissory notes with Yorkville and Lind Global for a principal amount of $8,000,000

(“April 2024 Notes”).

As part of the transaction, the Company also issued warrants to the holders of the notes, which

gave the holders the right to purchase up to 615,385 common shares of NioCorp stock at a price of $3.25 per share.

The notes will

mature on December 31, 2024 and the warrants will expire on April 12, 2027.

The Company accounts for the

convertible promissory notes within Convertible Debt in current liabilities and has elected to value the notes at fair value in

accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging .

The Company uses a simulation model

to estimate the fair value of the convertible promissory notes and embedded features.

Estimates and assumptions impacting the

fair value of the convertible promissory notes include the fair value per share of the underlying shares of common stock, the

term of the instruments, the expected volatility of the price of the underlying common stock and public warrants, the risk-free

interest rate, and the implied discount rate.

The Company based the volatility assumption used to value the notes on the weighted

average of the Company’s common share volatility and the implied volatility of its public warrants over a timeframe consistent

with the expected term of the instrument.

As of June 30, 2024, the fair value of the convertible promissory notes was $7,089,000.

The Company accounts for the

associated warrants in accordance with ASC Topic 815, Derivatives and Hedging , and determined that at as of April 12, 2024,

the warrants should be classified as a warrant liability.

The warrant liabilities are recognized at fair value at their inception

date and are remeasured each reporting period with changes in value recognized as non-operating gains and losses.

uses a Black-Scholes option pricing model to determine the fair value of the warrants.

Estimates and assumptions impacting the

fair value of the warrants include the fair value per share of the underlying shares of common stock, the term of the instruments,

the historical volatility of common shares and the risk-free interest rate.

As of June 30, 2024, the fair value of the warrant

liability was $298,000.

the significant assumptions made by management in determining the accounting treatment for the transaction and associated fair

value of the convertible promissory notes and warrants, performing audit procedures to evaluate the reasonableness of management's

conclusions and assumptions for determining the fair value of the instruments, required a high degree of auditor judgment and

an increased extent of effort, including the need to involve our fair value specialists and professionals with expertise in accounting

for complex financial instruments.

How the Critical Audit Matter

Was Addressed in the Audit

Our audit procedures related

to the April 2024 Notes and Warrants included the following, among others:

evaluated management’s accounting position through the following procedures:

and evaluated the Company’s accounting memoranda regarding the application of the

relevant accounting guidance for private placement warrants and embedded derivative features.

read and compared the underlying terms and conditions of the relevant contracts to the

Company’s accounting memoranda and evaluated management’s identification

of significant terms and conditions for completeness and accuracy.

the Company’s conclusions regarding the accounting treatment applied to the private

placement transaction with the assistance of professionals with expertise in accounting

for complex financial instruments.

the fair value of the warrants at issuance and June 30, 2024, including the model and

relevant assumptions.

● Independently

calculated the loss on issuance and change in fair value between issuance and June 30,

2024 for the convertible promissory notes and warrants.

the outstanding principal balance of the convertible promissory notes as of June 30,

2024 with the holders of the notes.

the assistance of our fair value specialists, we:

the reasonableness of the valuation methodologies used for the convertible promissory

the mathematical accuracy of the valuation model used for convertible promissory notes.

assumptions including the risk-free rates, discount rates, and the volatility assumptions,

including the underlying source information and mathematical accuracy of the calculations,

based on a range of independent estimates that we compared to the risk-free rates, discount

rate and the volatility assumptions selected by management to value the convertible promissory

the fair value of the convertible promissory notes selected by management to an independently

calculated value at issuance and June 30, 2024.

the appropriateness of the volatility assumptions and use of the Black-Sholes option

pricing model to value the warrant liability.

the completeness and accuracy of the disclosures related to the April private placement

/s/ DELOITTE & TOUCHE

Denver, Colorado

September 20, 2024

We have served as the Company's

auditor since fiscal year 2024.

of Independent Registered Public Accounting Firm

and Board of Directors

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on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of NioCorp Developments, Ltd.

have audited the accompanying consolidated balance sheet of NioCorp Developments Ltd.

(the “Company”) as of June

30, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, shareholders’ (deficit) equity

and redeemable noncontrolling interest, and cash flows for each of the three years in the period ended June 30, 2023, and the

related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2023 and 2022,

and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023 , in

conformity with accounting principles generally accepted in the United States of America.

30, 2023, the related consolidated statement of operations and comprehensive loss, shareholders’ deficit and redeemable

noncontrolling interest, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company at June 30, 2023, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States of America.

Concern Uncertainty

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Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered

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and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

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financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting

As part of our audit we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

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evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

Our audit also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures

that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical

audit matters or on the accounts or disclosures to which they relate.

Financing Transactions

described in Notes 1 and 9 to the consolidated financial statements, the Company entered into the following financing transactions

during the year ended June 30, 2023:

September 25, 2022, the Company and Lind Global Asset Management III, LLC (“Lind”)

entered into the waiver and consent agreement (the “Lind Consent”).

As consideration

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

receive a cash payment;

and the right to receive additional warrants (the “Contingent

Consent Warrants”) if certain contingencies are met on the date that is 18 months

following the closing date.

January 26, 2023, the Company entered into a definitive agreement with YA II PN, Ltd.,

an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN,

Ltd., “Yorkville”).

Pursuant to the definitive agreement, at the closing,

Yorkville advanced a total amount of $15.36 million to the Company in consideration for

$16 million aggregate principal amount of unsecured convertible debentures (the “Yorkville

Convertible Debt”) and common share purchase warrants (the “Financing Warrants”).

identified the accounting treatment of these transactions and the inputs and valuation model used in estimating the fair value of

the Contingent Consent Warrants as a critical audit matter.

The principal considerations for our determination were:

(i) the evaluation

of the accounting treatment for the Lind Consent as to whether this agreement resulted in a debt modification or extinguishment

based on the analysis of cash flows, (ii) the evaluation of the potential derivatives that may require bifurcation from the Yorkville

Convertible Debt and evaluation of the appropriate accounting treatment, and (iii) the evaluation of the inputs and valuation

model used in estimating the fair value of the Contingent Consent Warrants.

Auditing these elements involved especially challenging

auditor judgment due to the nature and extent of

audit effort required to address these matters, including the extent of specialized

skills or knowledge needed.

primary procedures we performed to address this critical audit matter included:

and analyzing the terms of the agreements associated with each transaction.

and analyzing the changes in cash flows for the Lind financing transaction.

personnel with specialized knowledge and skills in the relevant technical accounting

guidance to assist in:

(i) evaluating relevant contract terms of the financing transactions

in relation to the appropriate accounting literature, and (ii) assessing the appropriateness

of conclusions reached by the Company.

personnel with specialized knowledge and skill to assist in analyzing the Company’s

inputs and valuation model used in estimating the fair value for the Contingent Consent

Acquisition Corp.

II Transaction

discussed in Notes 1, 5, 10, and 11 on March 17, 2023 (the “Closing Date”), the Company closed the GXII Transaction

with GX Acquisition Corp.

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

“Business Combination Agreement”).

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

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

assumed warrant.

The Company’s private warrants are required to be accounted for as a liability and are subject to remeasurement

at each balance sheet date, with a June 30, 2023 value of $3.3 million.

shares of Class B common stock of Elk Creek Resource Corporation (“ECRC”) (the “Earnout Shares”) are subject

to certain vesting conditions.

The Earnout Shares are required to be accounted for as a liability and are subject to remeasurement

at each balance sheet date, with a June 30, 2023 value of $10.5 million.

identified the accounting treatment of the GXII Transaction and the inputs and valuation models used in estimating the fair value

of the private warrants and Earnout Shares included in the GXII Transaction as a critical audit matter.

The principal considerations

for our determination were:

(i) the evaluation of the accounting treatment for the GXII Transaction, including the accounting

for the private warrants and Earnout Shares, and (ii) the evaluation of the inputs and valuation models used in estimating the

fair value of both the private warrants and Earnout Shares.

Auditing these elements involved especially challenging auditor judgment

due to the nature and extent of audit effort required to address these matters, including the extent of specialized skills or

knowledge needed.

primary procedures we performed to address this critical audit matter included:

and analyzing the terms of the agreements associated with the GXII Transaction.

personnel with specialized knowledge and skills in the relevant technical accounting

guidance to assist in:

(i) evaluating relevant contract terms in relation to the appropriate

accounting literature, and (ii) assessing the appropriateness of conclusions reached

by the Company.

personnel with specialized knowledge and skill to assist in analyzing the Company’s

inputs and valuation models used in estimating the fair value for both the private warrants

and Earnout Shares.

We believe that our audit provides a reasonable basis for our opinion.

BDO USA, P.C.

have served as the Company's auditor since 2015.

NioCorp Developments Ltd.

Consolidated Balance Sheets

(expressed in thousands of U.S.

served as the Company’s auditor from 2015 to 2023.

Developments Ltd.

Balance Sheets

in thousands of U.S.

dollars, except share data)

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Accounts payable and accrued liabilities

Related party loan

Convertible debt, current portion

Warrant liabilities, at fair value

Convertible debt

Operating lease liability

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Redeemable noncontrolling interest

SHAREHOLDERS’ (DEFICIT) EQUITY

Common stock, no

par value, unlimited

shares authorized;

31,202,131 and 27,667,060

shares outstanding as of June 30, 2023 and 2022, respectively

SHAREHOLDERS’ EQUITY (DEFICIT)

Common stock, no par value, unlimited shares authorized;

38,062,647 and 31,202,131 shares outstanding, respectively

Accumulated deficit

Accumulated other comprehensive loss

Total shareholders’ (deficit) equity

Total liabilities, redeemable noncontrolling interest, and shareholders’ (deficit) equity

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of Operations and Comprehensive

Total shareholders’ equity(deficit)

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity (deficit)

accompanying notes are an integral part of these consolidated financial statements

Developments Ltd.

Statements of Operations and Comprehensive Loss

(expressed in thousands of U.S.

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Change in fair value of warrant liabilities

Change in fair value of convertible notes

Loss on debt extinguishment

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Foreign exchange loss (gain)

Change in financial instrument fair value

Loss (gain) on equity securities

Loss on equity securities

Loss before income taxes

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Other comprehensive loss:

Other comprehensive (gain) loss:

Other comprehensive gain:

Reporting currency translation

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Weighted average common shares outstanding

The accompanying notes are an integral part of these consolidated financial statements

accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

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Initial valuation of warrant liabilities

Change in valuation of warrant liabilities

Change in fair value of convertible note

Accretion of convertible debt

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Loss on debt extinguishment

Change in valuation of warrant liabilities

Yorkville share issuances

Foreign exchange loss (gain)

Unrealized loss (gain) on equity securities

Foreign exchange loss

Unrealized loss on equity securities

Noncash lease activity

Other gains 6

Change in financial instrument fair value

Change in working capital items:

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CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of mineral rights

Acquisition of land and buildings

Proceeds from sale of assets

Net cash provided by (used in) investing activities

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of convertible debt, net of costs

Issuance of debt, net of costs

Proceeds from issuance of capital stock

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Related party debt repayments

Loan repayments

Debt repayments

Share issue costs

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Amounts paid for interest

Amounts paid for income taxes

Non-cash investing and financing transactions:

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Recognition of operating lease liabilities

Derecognition of operating lease liabilities

Accounts payable to note conversion

Value of warrants issued

The accompanying notes are an integral part of these consolidated financial statements

accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of Shareholders’ (Deficit) Equity and Redeemable Noncontrolling Interest

Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling

(expressed in thousands of U.S.

dollars, except

dollars, except share data)

Common Shares Outstanding

Accumulated Other Comprehensive Income

Accumulated Deficit

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, June 30, 2022

Exercise of warrants

Exercise of options

Fair value of warrants granted

Private placement – May 2021

Debt conversions

Share issuance costs

Share-based compensation

Reporting currency presentation

Loss for the year

Balance, June 30, 2021

Exercise of warrants

$ ( 110,397 )

Exercise of options

Fair value of warrants granted

Private placement – June 2022

Common Shares issued in the GXII Transaction

Commitment shares issued

Registered direct offering – May 2023

Shares issued under the Yorkville equity facility

Debt conversions

Share issuance costs

Redeemable noncontrolling interest

Share-based compensation

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Exercise of options

Fair value of warrants granted

Common Shares issued in the GXII Transaction

Commitment shares issued

Registered direct offering – May 2023

Shares issued under the Yorkville equity facility

Private placements

Yorkville equity facility draws

Debt conversions

Share issuance costs

Redeemable noncontrolling interest

Option liability valuations

Exchange of Class B shares

Share-based compensation

Reporting currency presentation

Loss for the year

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$ ( 161,912 )

The accompanying notes are an integral part of these consolidated financial statements

accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

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Developments Ltd.

(the “Company” or “NioCorp”) was incorporated on February 27, 1987, under the laws of the Province of

British Columbia and currently operates in one

reportable operating segment consisting of exploration and development of mineral deposits in North America, specifically,

the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek Project”) located in southeastern

(the “Company” or “NioCorp”) was incorporated on February 27, 1987, under the laws of

the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development

of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek Project”)

located in southeastern Nebraska.

further discussed in Notes 5, 9, 10, and 11, on March 17, 2023 (the “Closing Date”), the Company closed the GXII Transaction

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defined below), are referred to, collectively, as the “2023 Transactions.”

GXII Transaction is being accounted for as an equity raise transaction in accordance with generally accepted accounting principles

GXII Transaction was accounted for as an equity raise transaction in accordance with generally accepted accounting principles

of the United States of America (“U.S.

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are stated at historical cost, with no goodwill or other intangible assets recorded.

consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and

discharge of liabilities at their carrying values in the normal course of business for the foreseeable future.

These consolidated

financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to

construction and commercial operation.

As further discussed in Note 4, these matters raised substantial doubt about the Company’s

As further discussed in Note 4, these matters raise substantial doubt about the Company’s

ability to continue as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining

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GAAP and the rules and regulations of the U.S.

Securities and Exchange Commission.

The consolidated financial statements include the consolidated accounts of the Company

and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

Certain transactions include

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

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

and Exchange Commission.

The consolidated financial statements include the consolidated accounts of the Company and its wholly

owned subsidiaries with all significant intercompany transactions eliminated.

Certain transactions include reference to Canadian

dollars (“C$”) where applicable.

consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table.

intercompany transactions and balances have been eliminated.

Schedule of intercompany transactions and balances

of incorporation

0896800 BC Ltd.

Columbia, Canada

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Creek Resources Corp.

of the Class A common stock by 0896800

Technologies Limited

(1) Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596

Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

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

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The Company regularly

evaluates estimates and assumptions related to the deferred income tax asset valuations, convertible debt valuations, earnout

valuation, warrant liabilities, and share-based compensation.

The Company bases its estimates and assumptions on current facts,

historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments about the other sources.

The actual results experienced by the Company may differ materially

and adversely from the Company’s estimates.

To the extent there are material differences between estimates and the actual

results, future results of operations will be affected.

evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, convertible

debt valuations, earnout valuation, derivative liabilities, warrant liabilities, and share-based compensation.

The Company bases

its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable

under the circumstances, the results of which form the basis for making judgments about the other sources.

The actual results

experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material

differences between estimates and the actual results, future results of operations will be affected.

ACCOUNTING POLICIES

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days or less, and money market funds.

The Company maintains the majority of its cash balances with two financial

institutions.

Accounts at banks in the United States (“U.S.”) are insured by the Federal Deposit Insurance

Corporation (“FDIC”) up to $250, while accounts at banks in Canada are insured by the Canada Deposit Insurance

Corporation (“CDIC”) up to C$100.

At June 30, 2023 and 2022, the Company had $1,717 and $4,721 in excess of the

FDIC and CDIC insured limits, respectively.

The Company maintains the majority of its cash balances with two financial institutions.

Accounts at banks in the United States (“U.S.”) are insured by the Federal Deposit Insurance Corporation (“FDIC”)

up to $250, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up

At June 30, 2024, the Company had $1,406 and $0 in excess of the FDIC and CDIC insured limits, respectively.

Currency Translation

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to March 17, 2023, the Company’s functional currency was the Canadian dollar.

The Company re-assessed its functional

currency and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S.

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

The change in functional currency was

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

the change in functional currency.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

The Company re-assessed its functional currency

and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S.

dollar based on significant

changes in economic facts and circumstances in our organization.

The change in functional currency was accounted for prospectively

from March 17, 2023 and prior-period consolidated financial statements were not restated for the change in functional currency.

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

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cumulative translation adjustments were not reversed.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

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

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When it is determined that a mining deposit can be

economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Board

of Directors has approved the commencement of formal development activities, development costs related to such reserves and incurred

after such board approval will be considered for capitalization.

The establishment of proven and probable reserves is based on

results of feasibility studies, which indicate whether a property is economically feasible.

Upon commencement of commercial production,

capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure.

Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are

economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Company’s

board of directors (the “Board”) has approved the commencement of formal development activities, development costs

related to such reserves and incurred after such board approval will be considered for capitalization.

The establishment of proven

and probable reserves is based on results of feasibility studies, which indicate whether a property is economically feasible.

Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of

production, whichever is a more reliable measure.

Capitalized amounts relating to a property that is abandoned or otherwise considered

uneconomic for the foreseeable future are written off.

recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed

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circumstances indicate that the carrying amount of an asset may not be recoverable.

For purposes of evaluating the recoverability

of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount

of the assets exceeds the fair

NioCorp Developments Ltd.

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except share and per share data)

For purposes of evaluating the recoverability

of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount

of the assets exceeds the fair value of the assets.

value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount

1 unchanged sentence

There was no impairment recorded to long-lived assets as of June 30, 2024 or 2023, respectively.

Accounting Standards Codification (“ASC”) 842, “Leases,” we determine if a contractual arrangement is,

or contains, a lease at the inception date.

Right-of-use (“ROU”) assets and liabilities related to operating leases

are separately reported in the consolidated balance sheets.

Accounting Standards Codification (“ASC”) 842, Leases , we determine if a contractual arrangement is, or contains,

a lease at the inception date.

Right-of-use (“ROU”) assets and liabilities related to operating leases are separately

reported in the consolidated balance sheets.

The Company currently has no finance leases.

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Variable lease expenses are recorded when incurred.

g) Convertible

Debt Carried at Fair Value

With regard to the Company’s debt related to the convertible promissory notes issued in April 2024 (as further discussed in

Note 9), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives

and Hedging (“ASC 815”).

Under ASC 815-15-25, an election can be taken at the inception of a financial instrument

to account for the instrument at fair value.

The notes were recorded at fair value at inception and assessed quarterly thereafter

using a Monte Carlo simulation methodology which incorporates multiple conversion scenarios.

All changes in fair value subsequent

to the initial recording, excluding the impact of the change in fair value related to the Company’s own credit risk, are

recorded as a component of non-operating income/expense, within Change in fair value of convertible debt in the consolidated statements

of operations.

Changes in fair value related to the Company’s own credit risk, if any, are recorded through other comprehensive loss.

apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty.

For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC

480, Distinguishing Liabilities from Equity, and ASC Topic 815, Derivatives and Hedging, (“ASC 815”) to assist in

the determination of whether the warrants should be classified as liabilities or equity.

The fair value of warrants is estimated

using Black Scholes modeling or Monte Carlo modeling, depending on the settlement features embedded in the warrant.

both models include inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the volatility,

and the dividend rate.

Warrants that are determined to require liability classifications are measured at fair value upon issuance

and are subsequently remeasured to their then fair value at each subsequent reporting period with changes in fair value recorded

in current earnings.

Warrants that are determined to require equity classifications measured at fair value upon issuance and are

not subsequently remeasured unless they are required to be reclassified.

480, Distinguishing Liabilities from Equity , and ASC 815, to assist in the determination of whether the warrants should

be classified as liabilities or equity.

The fair value of warrants is estimated using Black Scholes modeling or Monte Carlo modeling,

depending on the settlement features embedded in the warrant.

Inputs under both models include inputs such as NioCorp’s

Common Share price, the risk-free interest rate, the expected term, the volatility, and the dividend rate.

Warrants that are determined

to require liability classifications are measured at fair value upon issuance and are subsequently remeasured to their then fair

value at each subsequent reporting period with changes in fair value recorded in current earnings.

Warrants that are determined

to require equity classifications measured at fair value upon issuance and are not subsequently remeasured unless they are required

to be reclassified.

Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40.

The fair value

of the Earnout Shares on the date of issuance and on each measurement date is estimated using a Monte Carlo simulation methodology,

which includes inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the implied

volatility underlying the Company’s Public Warrants, the dividend rate, the conversion price, and the number of Earnout

Shares outstanding.

Assumptions used in the model are subjective and require significant judgment.

Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and accrued liabilities,

convertible debt and the related party loan.

It is management’s opinion that the Company is not exposed to significant interest,

currency or credit risks arising from its financial instruments.

The fair values of these instruments approximate their carrying

value unless otherwise noted.

j) Concentration

of Credit Risk

financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments

or maintains available cash primarily in two commercial banks located in Vancouver,

The Earnout Shares

are measured at fair value upon issuance and subsequently remeasured at each reporting period using a Monte Carlo simulation methodology,

which includes inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the weighted

average of historical Common Share volatility and implied volatility underlying the Company’s Public Warrants, the dividend

rate, the conversion price, and the number of Earnout Shares outstanding.

Assumptions used in the model are subjective and require

significant judgment.

NioCorp Developments Ltd.

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except share and per share data)

British Columbia and Santa Clara, California.

Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and

accrued liabilities, notes payable, convertible debt, and the related party loan.

It is management’s opinion that the Company

is not exposed to significant interest, currency or credit risks arising from its financial instruments.

The fair values of these

instruments approximate their carrying value unless otherwise noted.

k) Concentration

of Credit Risk

financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments

or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Santa Clara, California.

As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions.

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changed becomes available.

Changes in estimates are reflected in the consolidated statement of operations and comprehensive loss in the period an estimate

Changes in estimates are reflected in the consolidated statement of operations and comprehensive loss

in the period an estimate is revised.

taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25, “Income Taxes – Recognition.”

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

n) Redeemable

o) Redeemable

Noncontrolling Interest

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and shareholders’ deficit, as temporary equity in the Company’s consolidated balance sheets.

Company’s non-controlling interest is redeemable at fair value, and no adjustment to the earnings per share numerator is

required because redemption at fair value is not considered an economic distribution different from other common stockholders.

and Diluted Per Share Disclosure

earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted

average number of Common Shares outstanding during the period.

The Company considers Vested Shares and Released Earnout

Shares (each as defined in Note 10), to be participating securities, requiring the use of the two-class method.

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

number of Common Shares outstanding, inclusive of the dilutive impact of all potentially dilutive securities outstanding

during the period, as applicable.

The Company’s non-controlling

interest is redeemable at fair value, and no adjustment to the earnings per share numerator is required because redemption at

fair value is not considered an economic distribution different from other common stockholders.

NioCorp Developments Ltd.

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except share and per share data)

and Diluted Per Share Disclosure

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

of Common Shares outstanding during the period.

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

in Note 10), to be participating securities, requiring the use of the two-class method.

Diluted earnings (loss) per share represents

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

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

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

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attributable to common shareholders:

the year ended June 30,

For the year ended June 30,

Net loss attributable to noncontrolling interest

loss available to participating securities

loss attributable to Vested Shares

loss attributed to common shareholders - basic and diluted

average shares outstanding – basic and diluted

per Common Share outstanding – basic and diluted

The following shares underlying options, warrants, and outstanding convertible debt were antidilutive

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

ended June 30, 2023 and 2022, as indicated below.

Net loss available to participating securities

Net loss attributable to Vested Shares

Net loss attributed to common shareholders - basic and diluted

Weighted average shares outstanding – basic and diluted

Loss per Common Share outstanding – basic and diluted

following shares underlying options, warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods

presented and, therefore, were excluded from the dilutive securities computation for the years ended June 30, 2024 and 2023, as

indicated below.

Schedule of excluded from the dilutive securities

the year ended June 30,

potentially dilutive securities (1)(2) :

potentially dilutive securities

For the year ended June 30,

Excluded potentially dilutive securities (1)(2) :

Convertible debt

Total potentially dilutive securities

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

of the period end.

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

calculations as required if the securities were dilutive.

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

as required if the securities were dilutive.

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

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Company grants stock options to directors, officers, employees, and business advisors.

Option terms and vesting conditions

are at the discretion of the Board of Directors.

Prior to March 21, 2023, the option exercise price was equal to the closing

market price on The Toronto Stock Exchange (the “TSX”) on the day preceding the date of grant.

Effective March

21, 2023, the option exercise price is equal to the closing market price on the Nasdaq Stock Market LLC

(“Nasdaq”) on the day preceding the date of the grant.

Option terms and vesting conditions are

at the discretion of the Board.

Prior to March 31, 2023, the option exercise price was equal to the closing market price on The

Toronto Stock Exchange (the “TSX”) on the day preceding the date of grant.

Effective March 21, 2023, the option exercise

price is equal to the closing market price on the Nasdaq Stock Market LLC (“Nasdaq”) on the day preceding the date

of the grant.

Company estimates the fair value of stock options using the Black-Scholes option pricing model.

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as they occur.

Accounting Standards

August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s

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

removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments.

Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption

of this standard.

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

NioCorp Developments Ltd.

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except share and per share data)

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

position, results of operations or financial statement disclosures.

Accounting Standards

and Not Effective

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

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

enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses

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

The amendments

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

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

Company has evaluated the ASU and has determined that implementation will have limited impact on the Company’s disclosures.

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

Improvements to Income Tax Disclosures , which includes

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

categories and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning

June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently

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

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective

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material impact on the Company’s consolidated financial statements upon adoption.

r) Revision of Financial Statements (Unaudited)

fourth quarter of fiscal year 2023, the Company determined that it had used an incorrect strike price while valuing the Private

Warrants (as defined below in Note 11c) at both the March 17, 2023, issuance date and as of March 31, 2023.

This resulted in an

overstatement of other operating expenses, at fair value, and an understatement of change in fair value of warrant liabilities

in condensed consolidated statement of operations and comprehensive loss for both the three- and nine-month periods ended March

In addition, warrant liabilities, at fair value and accumulated deficit were overstated and understated, respectively,

as of March 31, 2023.

The Company determined that

these errors were immaterial to the previously issued consolidated financial statements, and as such no restatement was necessary.

Periods not presented herein will be revised, as applicable, in future filings.

of the revision on the previously issued consolidated financial statements are as follows:

Revision Impacts to the Condensed Consolidated

Balance Sheet (unaudited)

As of March 31, 2023

Revision Impacts to the Condensed Consolidated Balance Sheet (unaudited) As

of March 31, 2023

As Previously

Warrant liabilities, at fair value

Total liabilities

Accumulated deficit

Total shareholders’ deficit

Revision Impacts to the Condensed Consolidated

Statement of Operations and Comprehensive Loss (unaudited)

For the Three Months Ended March 31,

Revision Impacts to

the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For

the Three & Nine Months Ended March 31,

As Previously

Other operating expense

Total operating expenses

Change in fair value of warrant liability

Loss before income taxes

Net loss attributable to the Company

Total comprehensive loss

Comprehensive loss attributable to the Company

Loss per common share, basic and diluted

CONCERN ISSUES

Company incurred a net loss of $ 11,435 for the year ended June 30, 2024 (2023 - $ 40,080 ) and had a working capital deficit of

$ 9,036 and an accumulated deficit of $ 161,912 as of June 30, 2024.

As a development stage issuer, the Company has not yet commenced

its mining operations and accordingly does not generate any revenue.

As of June 30, 2024, the Company had cash of $ 2,012 , which

will not be sufficient to fund normal operations or the repayment of the April 2024 Notes for the next twelve months.

These conditions

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

NioCorp Developments Ltd.

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except share and per share data)

Revision Impacts to the Condensed Consolidated

Statement of Operations and Comprehensive Loss (unaudited)

For the Nine Months Ended March 31,

Other operating expense

Total operating expenses

Change in fair value of warrant liability

Loss before income taxes

Net loss attributable to the Company

Total comprehensive loss

Comprehensive loss attributable to the Company

Loss per common share, basic and diluted

Revision Impacts to the Condensed Consolidated

Statement of Cash Flows (unaudited)

For the Nine Months Ended March 31,

Revision Impacts to the Condensed

Consolidated Statement of Cash Flows (unaudited) For the Nine Months Ended March 31, 2023

As Previously

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period

Initial valuation of warrants

Change in fair value of warrants

CONCERN ISSUES

The Company incurred a net

loss of $ 40,080

for the year ended June 30, 2023 (2022 - $ 10,887

and 2021 - $ 4,824 ) and had an

accumulated deficit of $150,477 as of June 30, 2023.

As a development stage issuer, the Company has not yet commenced its

mining operations and accordingly does not generate any revenue.

As of June 30, 2023, the Company had cash and cash

equivalents of $ 2,341

which is not sufficient to fund normal operations for the next twelve months without deferring payment on certain liabilities

or raising additional funds.

In addition, the Company will be required to raise additional funds for construction and

commencement of operations.

These factors raise substantial doubt about the Company's ability to continue as a going

Company’s ability to continue operations and fund its expenditures, which have historically averaged approximately $ 2,350

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

expects to have access to up to $62,577 in net proceeds from the Yorkville Equity Facility Financing through April 1, 2026, as

discussed in Note 11d.

Management is actively pursuing additional sources of financing, and while it has been successful in doing

so in the past, there can be no assurance it will be able to do so in the future.

Other than the potential issuance of Common

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

for additional financing as of June 30, 2023.

These consolidated financial statements do not give effect to any adjustments required

to realize the Company’s assets and discharge its liabilities in other than the normal course of business and at amounts

different from those reflected in the accompanying consolidated financial statements.

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

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

We believe this could have an adverse impact

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

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

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

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

Subject to the conditions discussed

in Note 11d, NioCorp expects to have access to up to $ 59,269 in net proceeds from the Standby Equity Purchase Agreement, dated

January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an

investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), through April 1, 2026.

In addition, the Company

may pursue additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance

it will be able to do so in the future.

Other than the potential issuance of Common Shares under the Yorkville Equity Facility

Financing Agreement, the Company did not have any further funding commitments or arrangements for additional financing as of June

The Company’s plans to obtain additional financing have not been finalized, are subject to market conditions,

and are not within the Company’s control and therefore cannot be deemed probable.

Further, the Company will be required

to raise additional funds for the construction and commencement of operations.

As a result, the Company has concluded that management’s

plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

GXII TRANSACTION

to the Business Combination Agreement, the following transactions (collectively, the “GXII Transaction”) occurred

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to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.

of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender of

certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor

Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp and the other persons party thereto)

were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity of the mergers

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

Pursuant to the Business Combination Agreement, the Sponsor

Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares of

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

of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender

of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor

Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp and the other persons party

thereto) were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity

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

Pursuant to the Business Combination Agreement,

the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise

modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares

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

under certain conditions.

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Assumed Warrants.

After the distribution of funds

to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became available to the Company.

The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and

Comprehensive Loss:

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

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

available to the Company.

The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements

of Operations and Comprehensive Loss for the year ended June 30, 2023:

Gross cash proceeds, net of transaction costs incurred by GXII

Cash costs associated with the 2023 Transactions:

Net liabilities assumed

Yorkville Equity Facility Financing Agreement – cash costs

Transaction costs expensed

Non-cash costs associated with the 2023 Transactions:

Private Warrants assumed at fair value

Earnout Shares assumed at fair value

Yorkville Equity Facility Financing Agreement – shares issued

Total transaction related losses incurred

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows :

NioCorp Shareholders

Former GXII Class

A Shareholders 1

Common Shares Outstanding Upon Completion of Transactions

Common Shares

Legacy NioCorp Shareholders

Former GXII Class A Shareholders (1)

Total Common Shares Outstanding Upon Completion of 2023 Transactions

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

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As of June 30,

Accumulated Depreciation

Buildings and other

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

October 2022, the Company entered into an agreement with the State of Nebraska (the “State”) to sell a strip

of Company-owned land totaling approximately

1.27 acres located adjacent to State Highway 50 in connection with highway improvements to be completed by the

State, for $ 21 ,

inclusive of estimated fence replacement costs.

The Company retained ownership of the mineral rights associated with

this 1.27-acre parcel.

The Company recorded a gain on

this sale of $ 13 in other gains in the consolidated statement of operations and comprehensive loss.

the year ended June 30, 2011, the Company completed the acquisition of the Elk Creek property through a share exchange agreement

with 0859404 BC Ltd, a Canadian company, which owned all the issued and outstanding shares of ECRC.

The Company issued 1,899,053

Common Shares to acquire all of the issued and outstanding shares of 0859404 BC Ltd.

and issued 103,434 Common Shares as a finder’s

fee with respect to the acquisition.

The transaction did not meet the definition of a business acquisition, as set forth in ASC

805, “Business Combinations,” and therefore was accounted for as a purchase of assets.

The acquisition price was based

on the market value of the Company’s Common Shares on the closing date and total consideration given was C$ 13,246 , including

associated deferred tax impacts of C$ 4,736 .

April 23, 2021, ECRC formally closed the purchase of two parcels of land and associated buildings and mineral rights in Johnson

County, Nebraska, associated with the Elk Creek Project, pursuant to an Amended and Restated Option to Purchase, dated as of April

29, 2020 (the “Option Agreement”).

Pursuant to the terms of the Option Agreement, the Owner sold, transferred, conveyed

and assigned all of the rights, privileges, title and interest in and to the real property to ECRC, including any associated mineral

The Option Agreement provided for a purchase price calculated based on the appraised value per acre of the parcels of

land, the mineral rights and the structures erected on the land.

The purchase price was approximately $ 6,300 , including indirect

costs of $ 57 .

Of this amount, $ 837 was allocated to land and buildings and the remaining $ 5,468 was allocated to mineral properties

as costs related to mineral rights acquisition.

properties consist of original acquisition costs and purchased mineral rights related to the Elk Creek Project.

addition to the land and mineral rights currently owned by the Company, the property interests of Elk Creek include eight prepaid

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Total accounts payable and accrued liabilities

Schedule of convertible debt

As of June 30,

Current Portion:

Lind III convertible security

Noncurrent Portion:

Yorkville convertible debentures

NioCorp Developments Ltd.

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except share and per share data)

of convertible debt

As of June 30,

Current Portion

Yorkville convertible debentures:

April 2024 notes

Total Current Portion

Noncurrent Portion – Yorkville convertible debenture

III Convertible Security

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Company identified embedded derivatives in the Lind III Convertible Security that were evaluated to be immaterial at both the

closing date and at June 30, 2022.

closing date and at June 30, 2024 and 2023, respectively.

Company allocated the net proceeds of $ 9,477 from the Lind III Convertible Security as follows:

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using a risk-free interest rate of 0.40 %, an expected dividend yield of 0 %, a volatility of 51.60 %, and an expected life of

was allocated to the convertible debt liability.

Transaction costs of $ 173 ,

in addition to a commitment fee of $ 350 ,

were recognized as a direct deduction from the debt liability, resulting in a net opening balance of $7,765.

was accreted up to the face value of the Lind III Convertible Security at maturity using the effective interest method

and recorded as non-cash interest expense in the consolidated statement of operations and comprehensive loss.

in the Lind III Convertible Security are as follows:

the year ending June 30,

value increase due to debt extinguishment

end of period

$ 7,938 was allocated

to the convertible debt liability.

Transaction costs of $ 173 , in addition to a commitment fee of $ 350 , were recognized as a direct

deduction from the debt liability, resulting in a net opening balance of $7,765.

This balance was accreted up to the face value

of the Lind III Convertible Security at maturity using the effective interest method and recorded as non-cash interest expense

in the consolidated

statement of operations and comprehensive loss.

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

in the Lind III Convertible Security are as follows :

the year ending

June 30, 2023

value increase due to debt extinguishment

Balance, June

September 25, 2022, the Company and Lind entered into the Waiver and Consent Agreement, dated September 25, 2022, between the

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NioCorp as set out in the Business Combination Agreement to permit the completion of the 2023 Transactions;

(ii) the consent of Lind

to NioCorp’s expected cross-listing to the Nasdaq and the consolidation of the Common Shares in order to meet the minimum

(ii) the consent of

Lind to NioCorp’s expected cross-listing to the Nasdaq and the consolidation of the Common Shares in order to meet the minimum

listing requirements thereof;

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The number of Contingent Consent Warrants to be issued, if any,

is based on the Canadian dollar equivalent (based on the then current Canadian to US dollar exchange rate as reported by Bloomberg,

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

number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants currently held

by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.

The Lind Consent was signed as an

amendment to the existing Lind III Agreement.

Management determined that the Lind

Consent should be evaluated using ASC 470, which requires an evaluation of the contract amendment under debt modification guidance.

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

III Agreement and pursuant to the Lind III Agreement as amended by the Lind Consent and determined that a debt extinguishment loss

of $201 had occurred.

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

of the initial loss on debt extinguishment.

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

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

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

subsequent changes in valuation recorded as a non-operating gain or loss in the consolidated statement of operations and comprehensive

is based on the Canadian dollar equivalent (based on the then current Canadian to U.S.

dollar exchange rate as reported by Bloomberg,

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

Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants

currently held by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.

The Lind Consent was

signed as an amendment to the existing Lind III Agreement.

determined that the Lind Consent should be evaluated using ASC 470, which requires an evaluation of the contract amendment under

debt modification guidance.

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

pursuant to the existing Lind III Agreement and pursuant to the Lind III Agreement as amended by the Lind Consent and determined

that a debt extinguishment loss of $201 had occurred.

Further, ASC 470 requires that the minimum estimated Consent Payment of

$200 also be included in the calculation of the initial loss on debt extinguishment.

The Company also evaluated the Contingent

Consent Warrant feature included in the Lind Consent and determined that the Contingent Consent Warrants meet the criteria to

be considered separate, freestanding instruments, should be accounted for as a liability under ASC 480, and should be booked at

fair value on the date of the Lind Consent, with subsequent changes in valuation recorded as a non-operating gain or loss in the

consolidated statement of operations and comprehensive loss.

The following table summarizes the components of the initial loss

and final loss on extinguishment:

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

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

Component of loss

Consent Payment at inception

5 unchanged sentences

the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March

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

valuation, September 25, 2022

at June 30, 2023

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

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

valuation, September 25, 2022

at June 30, 2023

at June 30, 2024

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

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Schedule of valuation date and the probability calculated

Key Valuation

Valuation Input

September 25,

price on valuation date

Risk free rate

Probability of

on debt extinguishment is presented as a non-operating expense in the Company’s consolidated statements of operations and

24 unchanged sentences

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

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

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

Shares on the

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.

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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.

Common Shares under the rules of 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

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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,

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

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price equal to 110 % of the principal amount being redeemed, plus accrued and unpaid interest, if any.

conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267 Financing Warrants at an exercise

price of approximately $ 8.9422 per Common Share (the “Financing Warrant Exercise Price”), subject to adjustment to

conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267

Financing Warrants at an exercise price of approximately $ 8.9422

per Common Share (the “Financing Warrant Exercise Price”), subject to adjustment to

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

Financing Warrants are exercisable, in whole or in part, but not in increments of less than $ 50 aggregate Financing Warrant Exercise

Price (unless the remaining aggregate Financing Warrant Exercise Price is less than $50), beginning on May 4, 2023, and may be

exercised at any time prior to their expiration.

Holders of the Financing Warrants may exercise their Financing Warrants, at their

election, by paying the Financing Warrant Exercise Price in cash or, if at any time there is no effective registration statement

registering, or no current prospectus available for, the resale of the underlying Common Shares, on a cashless exercise basis.

1/12th of the Financing Warrants will expire on each of the first 12 monthly anniversaries of the date that is six months following

the Closing Date.

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

stock exchanges, including the TSX.

The terms of the Financing Warrants restrict the

The Financing Warrants

are exercisable, in whole or in part, but not in increments of less than $ 50 aggregate Financing Warrant Exercise Price (unless

the remaining aggregate Financing Warrant Exercise Price is less than $50), beginning on May 4, 2023, and may be exercised at

any time prior to their expiration.

Holders of the Financing Warrants may exercise their Financing Warrants, at their election,

by paying the Financing Warrant Exercise Price in

NioCorp Developments Ltd.

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except share and per share data)

exercise of Financing Warrants by Yorkville

if such an exercise would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such an exercise would

cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the

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

The Financing Warrants were originally recorded as a $ 2,704 contingent liability on January 26, 2023,

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

The change in fair value during this period resulted in

a loss of $ 633 , which was booked to change in fair value of warrant liability in the consolidated statement of operations and comprehensive

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

Convertible Debentures as noted below.

cash or, if at any time there is no effective registration statement registering,

or no current prospectus available for, the resale of the underlying Common Shares, on a cashless exercise basis.

1/12th of the

Financing Warrants will expire on each of the first 12 monthly anniversaries of the date that is six months following the Closing

Financing Warrants have customary anti-dilution adjustments.

The terms of the Financing Warrants restrict the exercise of Financing

Warrants by Yorkville if such an exercise would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or

such an exercise would cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing

Agreement to exceed the thresholds for issuance of Common Shares under the rules of the Nasdaq, unless prior shareholder approval

Financing Warrants were originally recorded as a $ 2,704 contingent liability on January 26, 2023, and were subsequently marked

to market of $ 3,337 through March 16, 2023.

The change in fair value during this period resulted in a loss of $ 633 , which was

booked to change in fair value of warrant liability in the consolidated statement of operations and comprehensive loss.

The Financing

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

as noted below.

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

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from the debt liability, resulting in a net opening balance of $12,153 at an effective interest rate of 29.9%.

will be accreted to face value of the Convertible Debentures at maturity using the effective interest method and recorded

as non-cash interest expense in the consolidated statement of operations and comprehensive loss.

will be accreted to face value of the Convertible Debentures at maturity plus the conversion premium, using the effective

interest method and recorded as interest expense in the consolidated statement of operations and comprehensive loss.

in the Convertible Debentures are as follows:

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Balance, June 30,

Unamortized debt issuance costs

Remaining principal balance, June 30, 2023

Upon conversion, the portion of remaining unamortized

issuance costs associated with the conversion are recognized as a component of interest expense.

Accretion expense

Principal and accrued

interest converted

Balance, June 30,

debt issuance costs

Remaining principal

balance, June 30, 2024

conversion, the portion of remaining unamortized issuance costs associated with the conversion are recognized as a component of

interest expense.

The following table discloses the components of interest expense associated with the Convertible Debentures.

For the year ending June 30,

Component of Interest Expense

Contractual interest

Amortization of discount and issuance costs

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

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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 consolidated 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.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

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 consolidated 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.

on the Company’s closing Common Share price of $ 1.73 as of June 30, 2024, conversion of the remaining Convertible Debenture

principal balance of $13.0 million, including accrued interest, would require the issuance of approximately 2,871,660 Common Shares.

principal balance of $552, including accrued interest, would require the issuance of approximately 257,000 Common Shares.

For each $0.10 change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change

by approximately 11,500 shares.

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

remaining principal and outstanding accrued interest of $554 remaining under the Convertible Debenture into Common Shares in exchange

for a $95 make-whole payment.

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

2024 Purchasers”), $8,000 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.

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.

The April 2024 Warrants expire on April 12, 2027.

to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6,935 to the Company in consideration

of the issuance by the Company to the April 2024 Purchasers of $8,000 aggregate principal amount of the April 2024 Notes and April

2024 Warrants.

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) $1,400 of principal (or the

outstanding principal if less than such amount) in the aggregate among all of the outstanding 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.

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”).

The terms of the April 2024 Notes restrict the conversion

of the April 2024 Notes by a holder if such a conversion would cause such holder to exceed certain ownership thresholds in the

noted above, 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 the Equity Conditions are satisfied (a “deferred

The Equity Conditions means (i) on each of the five consecutive trading days prior a Payment Date (the

“Measuring Period”) the Underlying Shares Registration Statement (as defined below) is effective

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

and available

for the resale by the Purchasers of all Underlying Shares, (ii) the Company has no knowledge of any fact that would cause the

Underlying Shares Registration Statement not to be effective and available for the resale of the Underlying Shares, (iii) on

each day during the Measuring Period, the Common Shares are designated for quotation on Nasdaq, or on such other market or

exchange on which the Common Shares are then listed or traded to the extent such other market or exchange is the principal

trading market for the Common Shares (the “Principal U.S.

Market”), and have not been suspended from trading

nor have delisting or suspension of trading been threatened or pending, (iv) during the Measuring Period, an event of default

has not occurred, (v) on each trading day during the Measuring Period, the daily U.S.

dollar volume-weighted average price

(“VWAP”) for a Common Share on the Principal U.S.

Market as reported by Bloomberg Financial Markets is greater

than 120% of the Conversion Price, (vi) on each trading day during the Measuring Period the average daily volume traded

exceeded $500, and (vii) there is no limitation on conversion under the terms of Notes.

Deferred payments, if any, that are

not subsequently converted into Common Shares by the holders of the April 2024 Notes will require repayment by

the Company upon maturity.

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

The April 2024 Notes will

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

The outstanding principal amount, accrued and unpaid interest, if any, 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 Notes may also be redeemed at the Company’s option at any time and from time to time over their term at a redemption

price equal to the principal amount being redeemed, plus the Payment Premium, plus accrued and unpaid interest, if any, as of

the redemption date.

April 2024 Notes contain events of default customary for instruments of their type (with customer 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 the company, all outstanding April 2024 Notes 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 April 2024 Notes to be due

and payable immediately.

April 2024 Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each

The representations, warranties and covenants contained in the April 2024 Purchase Agreement were made only for purposes

of the April 2024 Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and

are subject to certain important limitations.

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, and to distribute proceeds from the April 2024 Purchase Agreement 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 Notes, the April 2024 Warrants and the April 2024 Purchase Agreement,

to the extent such liabilities, agreements and obligations are payable in cash.

upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that April 2024 Warrants met the

definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of NioCorp

Common Shares would require shareholder approval.

As such, the April 2024 Warrants were recognized as warrant liabilities on the

consolidated balance sheet and were measured at their inception date fair value and subsequently remeasured at each reporting

period with changes being recorded as a non-operating gain or loss in the consolidated statement of operations and comprehensive

Company elected to value the April 2024 Notes at fair value in accordance with ASC 815-15-25.

The fair value of the April 2024

Notes was estimated using a Monte Carlo simulation pricing model and the April 2024 Notes were

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

classified as Level 3 instruments.

The Company incurred transaction costs totaling $ 474 in connection with the issuance of the April 2024 Notes and due to the fair

value election noted above, these costs were expensed at closing.

and initial valuations associated with the April 2024 Notes were comprised of the following amounts:

was recorded to warrant liabilities, representing the initial fair value of the April 2024 Warrants based on the assumptions

outlined below.

$ 10,315 was recorded

to the April 2024 Notes, representing the fair value based on the assumptions outlined below.

The Company also recognized

an opening transaction loss of $ 4,256 , representing the difference between the fair value of the April 2024 Notes, including

the fair value of the variable conversion features embedded therein, and cash received in the transaction.

following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes:

Key Valuation Input

Closing Common Share price

Term (expiry)

December 31, 2024

Weighted average of the equity volatility and implied volatility of the public warrants

Risk-free rate

Implied discount rate

following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024:

Fair value, April 12, 2024

Principal payments

Change in fair value

Balance, June 30, 2024

Remaining principal balance, June 30, 2024

following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants.

Key Valuation Input

Closing Common Share price

Historic equity volatility

Risk-free rate

following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June

value as of April 12, 2024

in fair value

value as of June 30, 2024

B COMMON STOCK OF ECRC

3 unchanged sentences

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

of ECRC that were issued in connection with the Closing were issued and outstanding as of June 30, 2023.

of ECRC that were issued in connection with the Closing were issued and outstanding as of

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

June 30, 2023.

Of the issued

6 unchanged sentences

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

February 28, 2024 and May 16, 2024, 243,692 Vested Shares and 40,000 Vested Shares, respectively, were exchanged for an equivalent

number of Common Shares.

This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted

for as an equity transaction in accordance with ASC 810-10-45-23, with no gain or loss recognized.

Accordingly, the carrying amount

of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding

offset booked to equity.

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

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

The redeemable noncontrolling interests are classified

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

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

Adjustments to the carrying value of the redeemable noncontrolling interest associated with redemptions are recorded by reclassifying the proportionate amount of mezzanine equity to permanent equity.

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

9 unchanged sentences

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

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

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

The following table discloses

the primary inputs into the Monte Carlo models.

The Earnout Shares were valued utilizing a Monte Carlo simulation pricing model.

The following table discloses the

primary inputs into the Monte Carlo models.

NioCorp Developments Ltd.

4 unchanged sentences

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

Valuation Input

Common Share price

Key Valuation Input

Closing Common Share price

Term (expiry)

March 17, 2033

volatility of Public Warrants

March 17, 2033

Implied volatility of Public Warrants

Risk-free rate

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

2 unchanged sentences

value as of June 30, 2023

in fair value

value as of June 30, 2024

Year 2024 Issuances

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

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

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

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

Each September 2023 Unit consists of one

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

Each September 2023 Warrant entitles the holder to acquire

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

Proceeds of the September 2023 Private Placement

will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes.

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

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

The amount allocated

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

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

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

dividend rate of 0 %.

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

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

Each December 2023 Unit consists of one Common Share and

one Warrant (“December 2023 Warrant”).

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

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

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

investors, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, at a price of $ 3.08

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

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

The price per December 2023 Unit paid by the

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

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

The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $ 1,290 .

Proceeds of the

December 2023 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general

corporate purposes.

The Company recorded a non-cash expense of $ 92 and $ 10 to other operating expense and employee related costs,

respectively, representing the excess of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

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

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

The amount allocated

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

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

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

June 24, 2024, the Company closed a non-brokered private placement (the “June 2024 Private Placement”) of units of

the Company (the “June 2024 Units”).

A total of 315,000 June 2024 Units were issued at a price per June 2024 Unit

of $1.91, for total gross proceeds to the Company of $ 602 .

Each June 2024 Unit consists of one Common Share and one Warrant (“June

2024 Warrant”).

Each June 2024 Warrant entitles the holder to acquire one Common Share at a price of $2.20 at any time prior

to June 24, 2026.

Proceeds of the June 2024 Private Placement will be used for continued advancement of the Elk Creek Project

and for working capital and general corporate purposes.

June 2024 Warrants were classified as an equity instrument and accordingly, the net proceeds of $602 were allocated based on the

relative fair values of the Common Shares and the June 2024 Warrants on the date of issuance.

The amount allocated to the fair

value of the June 2024 Warrants was $ 161 and the balance of the proceeds of $ 441 was allocated to Common Shares.

The fair value

of the June 2024 Warrants issued was computed using the Black Scholes pricing model using the following assumptions:

life of 2.0 years, a risk-free interest rate of 4.73 %, an expected volatility of 73.92 %, and an expected dividend rate of 0 %.

Year 2023 Issuances

addition to the Common Shares issued in connection with the GXII Transaction, as discussed in Note 5, the following Common Share

issuances occurred during fiscal year 2023:

April 28, 2023, the Company closed a registered direct offering and issued 314,465 Common Shares for $ 2.0 million , before deducting

April 28, 2023, the Company closed a registered direct offering and issued 314,465 Common Shares for $2,000, before deducting

share issuance costs of $172.

3 unchanged sentences

in exchange for $488 in cash proceeds.

The Company recorded a non-cash operating expense of $ 13 which represented the difference between

the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on the issuance date.

Year 2022 Issuances

June 30, 2022, the Company closed a non-brokered private placement (the “June 2022 Private Placement”) of units (the

“Units”) of the Company.

A total of 498,103 Units were issued at a price per Unit of C$ 0.96 , for total gross proceeds

to the Company of approximately C$ 4.8 million .

Each 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.

The Company paid cash commissions

of C$ 62 and 6,510 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 using a risk-free rate of 3.2 %, expected volatility of 64 % and expected

life of two years.

November 5, 2020, the Company’s shareholders voted to approve an amendment and restatement of its long-term incentive plan

(the “2017 Amended Long-Term Incentive Plan”) and the granting of incentive securities thereunder until November 5,

The Company recorded a non-cash operating expense of $13 which represented the difference

between the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on

the issuance date.

January 19, 2024, the Company’s shareholders voted to approve an amendment and restatement of its long-term incentive plan

(the “2017 Amended Long-Term Incentive Plan”) and the granting of incentive securities thereunder until January 19,

Under the 2017 Amended Long-Term Incentive Plan, the Board may, in its discretion from time to time, grant options and share

units (in the form of restricted share units and performance

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

share units) to directors, employees and certain other service providers

units (in the form of restricted share units and performance share units) to directors, employees and certain other service providers

(as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board.

5 unchanged sentences

The 2017 Amended Long-Term Incentive Plan limits the maximum number of Common Shares issued to insiders (as defined

under TSX rules for this purpose) within any one-year period, or issuable to insiders at any time, in the aggregate, under all

security-based compensation arrangements (including the 2017 Amended Long-Term Incentive Plan) to 10% of the then issued and outstanding

Common Shares.

The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved

for issuance to any one participant under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation

arrangements of the Company, to 5% of the then issued and outstanding Common Shares (on a non-diluted basis).

Subject to the adjustment

provisions of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred

by the Company upon the exercise of Incentive Stock Options will be limited as described above.

under TSX rules for this purpose) within any 1-year period, or issuable to insiders at any time, in the aggregate, under all security-based

compensation arrangements (including the 2017 Amended Long-Term

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Incentive Plan) to 10% of the then issued and outstanding Common

The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance

to any one participant under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation arrangements

of the Company, to 5% of the then issued and outstanding Common Shares (on a non-diluted basis).

Subject to the adjustment provisions

of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company

upon the exercise of incentive stock options will be limited as described above.

Board has power over the granting, amendment, administration, or settlement of any award.

1 unchanged sentence

Schedule of stock option

Exercise Price

Balance, June 30, 2020

Cancelled/expired

Balance, June 30, 2021

Cancelled/expired

Number of Options

Weighted Average Exercise Price

Aggregate Intrinsic Value

Weighted Average Remaining Contractual Life

Balance, June 30, 2023

1 unchanged sentence

Balance, June 30, 2024

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

following table summarizes information about stock options outstanding at June 30, 2023:

Intrinsic Value

June 30, 2023

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

price of C$ 6.68 as of June 30, 2023, which would have been received by the option holders had all option holders exercised their

options as of that date.

The total number of in-the-money options vested and exercisable as of June 30, 2023, was 208,500.

total intrinsic value of options exercised during the year ended June 30, 2023, was C$ 1,592 .

of June 30, 2023, there were no unrecognized compensation costs related to unvested share-based compensation arrangements granted.

The following table summarizes

the weighted average information and assumptions used to determine option costs:

of June 30, 2024, 100 % of the outstanding stock options were fully vested.

The total intrinsic value of options exercised during

the year ended June 30, 2024 was immaterial, and as of June 30, 2024, there were

no unrecognized compensation costs related to unvested share-based compensation arrangements granted.

The Company recognized share-based

compensation expense of $ 2,779 and $ 1,794 for the years ended June 30, 2024 and 2023, respectively.

following table summarizes the weighted average information and assumptions used to determine option costs:

Year ended June 30,

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Expected option life in years

Warrant transactions are

summarized as follows.

Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S.

to January 1, 2024, the Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718) , Options

previously issued on December 31, 2021, May 30, 2022, and March 27, 2023, which included a C$ strike price should remain equity-classified

as management determined that the Options qualified for an exemption from liability classification as the Options were denominated

in a currency in which a substantial portion of the Company’s equity securities traded.

Effective January 1, 2024, the Company

determined that due to historically decreasing trading volume on the TSX, this exemption no longer applied and accordingly, these

Options were classified as a liability based on their fair values on that date.

The Company recorded a mark-to-market gain of

$147 in other operating expenses related to these option liabilities for the year ended June 30, 2024.

The associated liability

related to these Canadian-denominated Options was nil at June 30, 2024.

March 28, 2024, the Board approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95

and C$9.52, under which the option to exercise in C$ was removed.

No other terms or conditions were amended by the Board.

on this amendment, the Company re-classified these Options to equity on March 28, 2024, based on their fair value on that date.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

transactions are summarized as follows.

Weighted average exercise prices related to Canadian dollar denominated warrants were

converted to U.S.

dollars using end of period foreign currency exchange rates.

Exercise Price

Balance, June 30, 2020

Nordmin warrants

Lind III warrants

April 2021 private placement

Balance, June 30, 2021

June 2022 private placement

Weighted Average Exercise Price

Balance, June 30, 2022

2 unchanged sentences

Balance, June 30, 2023

( 1,846,560 )

Balance, June 30, 2024

June 30, 2024, the Company has outstanding exercisable warrants, as follows:

in 12 equal monthly tranches beginning October 17, 2023

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024.

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

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Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per

Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii) the last reported sale

price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior

to the date on which the Company sends the notice of redemption to the warrant holders and (iii) there is an effective registration

statement covering the Common Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto,

available through the redemption date.

Upon issuance of a redemption notice by the Company, the warrant holders will have until

the redemption date to exercise for cash, or, at the Company’s election, on a cashless basis.

The Public Warrants are not

precluded from equity classification and are accounted for as such on the date of issuance, and each balance sheet date thereafter.

Because the Transactions resulted in an excess of liabilities over assets acquired, no value was ascribed to the Public Warrants.

Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii)

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

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

within a 30-trading day period ending

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

there is an effective registration statement covering the Common Shares issuable upon exercise of the Public Warrants, and a current

prospectus relating thereto, available through the redemption date.

Upon issuance of a redemption notice by the Company, the warrant

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

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

sheet date thereafter.

Because the 2023 Transactions resulted in an excess of liabilities over assets acquired, no value was ascribed

to the Public Warrants.

Private Warrants:

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In accordance with the NioCorp Assumed Warrant

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

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

are treated as Public Warrants.

The Company accounts for

the Private Warrants assumed in the Transactions in accordance with the guidance contained in ASC 815-40.

Such guidance provides

that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private Warrant must be recorded

as a liability.

This liability is carried as a component of Warrant Liabilities on the consolidated balance sheet and is subject

to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to its current

fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive loss.

will reassess the classification at each balance sheet date.

Company accounts for the Private Warrants assumed in the 2023 Transactions in accordance with the guidance contained in ASC 815-40.

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

Warrant must be recorded as a liability.

This liability is carried as a component of Warrant Liabilities on the consolidated balance

sheet and is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be

adjusted to its current fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive

The Company will reassess the classification at each balance sheet date.

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

Black Scholes model with the following assumptions:

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

Key Valuation Input

March 17, 2023

June 30, 2024

June 30, 2023

March 17, 2023

Stock price on valuation date

4 unchanged sentences

change in the Private Warrants liability is presented below:

valuation, March 17, 2023

at June 30, 2023

Initial valuation, March 17, 2023

Change in valuation

Valuation at June 30, 2023

Change in valuation

Valuation at June 30, 2024

Equity Facility Financing

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

Pursuant to the Yorkville

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

at NioCorp’s direction from time to time for a period commencing upon the Closing Date and ending on the earliest of (i)

the first day of the month next following the 36-month anniversary of the Closing, (ii) the date on which Yorkville shall have

made payment of the full Commitment Amount and (iii) the date that the Yorkville Equity Facility Financing Agreement otherwise

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

Pursuant to the

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

“Commitment Amount”), at NioCorp’s direction from time to time for a period commencing upon the Closing

Date and ending on the earliest of (i) the first day of the month next following the 36-month anniversary of the Closing,

(ii) the date on which Yorkville shall have made payment of the full Commitment Amount and (iii) the date that the Yorkville

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

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

of the conditions in the Yorkville Equity Facility Financing Agreement.

8 unchanged sentences

is submitted, subject to certain limitations.

Pursuant to the terms of

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

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

Facility Financing Agreement.

On June 9, 2023, NioCorp issued and sold 100,000 Common Shares to Yorkville under the Yorkville Equity

Facility Financing Agreement.

Additionally, NioCorp is required to pay Yorkville an aggregate fee of $1,500 in cash (the “Cash

Fee”), including $500 that NioCorp paid on the Closing Date and an additional $250 NioCorp was paid as of June 30, 2023.

NioCorp will pay the remaining $750 balance in installments over a 12-month period following the Closing Date, provided that it

will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee at any time.

legal and other costs of $496 were incurred in connection with the Yorkville Equity Facility Financing and were expensed on the

effective date.

The following amounts related to the Yorkville Equity Facility Financing Agreement were expensed as other operating

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

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

Yorkville Equity Facility Financing Agreement.

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

the Yorkville Equity Facility Financing Agreement.

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

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

paid as of June 30, 2023.

NioCorp will pay the remaining $750 balance in installments over a 12-month period following the Closing

Date, provided that it will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee

In addition, legal and other costs of $496 were incurred in connection with the Yorkville Equity Facility Financing

and were expensed on the effective date.

The following amounts related to the Yorkville Equity Facility Financing Agreement were

expensed as other operating costs during the year ended June 30, 2023:

Schedule of expenses as other operating costs

2 unchanged sentences

Legal and other related costs

Net costs expensed to other operating expense

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2023

(expressed in thousands of U.S.

except share and per share data)

Costs expensed to other operating expense

PARTY TRANSACTIONS AND BALANCES

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

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

subject to a 2.5 % establishment fee.

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

assets pursuant to a general security agreement.

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

for a facility of its size and nature.

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

On February 28, 2023,

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

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

Company was party to a non-revolving credit facility agreement (the “Smith Credit Facility”) with Mark Smith, Chief

Executive Officer, President, and Executive Chairman of NioCorp, which expired on June 30, 2023.

The Smith Credit Facility bore

interest at a rate of 10 % and drawdowns from the Smith Credit Facility were subject to a 2.5 % establishment fee.

Amounts outstanding

under the Smith Credit Facility were secured by all of the Company’s assets pursuant to a general security agreement.

in the Smith Credit Agreement principal balance are as follows:

For the year ending June 30,2023

Beginning balance

Amounts advanced

Balance, end of period

end of period

March 22, 2023, the Company repaid Mr.

4 unchanged sentences

principal balance of $ 1,289 on May 31, 2023.

The Smith Credit Facility expired on June 30, 2023.

Accounts payable and accrued

liabilities as of June 30, 2023 includes $ 28 of origination fees payable under the Smith Credit Agreement.

fiscal year 2023 and 2022, the Company paid a total of $ 183 and $ 252 , respectively, representing accrued interest on the Smith

Credit Agreement.

Schedule of exploration expenditures

For the year ended June 30,

Feasibility study and engineering

Field management and other

Metallurgical

Geologists and field staff

February 2023, the Company entered into a 39-month corporate office lease extension and recognized the corresponding ROU asset

and lease liability of $198 associated with this extension, based on a discount rate of 16 %.

of June 30, 2023 and 2022, the Company had one corporate office lease with a remaining lease term of 3.6

years and 1.3 years, respectively.

During the year ended June 30, 2023 and 2022, operating cash flows included cash payments of $ 93

and $ 90 , respectively related to

the measurement of lease liabilities.

Accounts payable and accrued liabilities as of June 30, 2024 includes $ 28 of origination

fees payable under the Smith Credit Agreement.

During fiscal year 2023 the Company paid a total of $ 183 , representing accrued

interest on the Smith Credit Agreement.

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

Schedule of exploration expenditures

For the year ended

Feasibility study and engineering

Field management and other

Metallurgical

Geologists and field staff

February 2023, the Company entered into a 39-month corporate office lease extension and recognized a corresponding ROU asset and

lease liability of $198 associated with this extension, based on a discount rate of 16 %.

of June 30, 2024 and 2023, the Company had one corporate office lease with a remaining lease term of 2.6 years and 3.6 years,

respectively.

During the year ended June 30, 2024 and 2023, operating cash flows included cash payments of $ 71 and $ 93 , respectively

related to the measurement of lease liabilities.

Company incurred lease costs as follows:

5 unchanged sentences

Sublease income

Net lease cost

Lease cost – other operating expense

Lease cost – exploration expenditures

Net lease cost

Net lease cost – other operating expense

maturity of lease liabilities is as follows at June 30, 2024:

8 unchanged sentences

United States

United Kingdom

NioCorp Developments Ltd.

6 unchanged sentences

Loss before income taxes

Combined federal and provincial statutory income tax rate

Combined Canadian federal and provincial statutory income tax rate

Income tax benefit at statutory tax rates

5 unchanged sentences

Accretion expense

Convertible note valuation

Loss on debt extinguishment

3 unchanged sentences

Income tax benefit

tax benefit for the year ends June 30, 2024 and 2023 were derived solely from our U.S.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

7 unchanged sentences

Research and development costs

Share issuance costs

Share issuance/financing costs

Capital losses available for future periods

2 unchanged sentences

Net deferred tax assets

the year ended June 30, 2022, we identified errors in the recognition of capital losses related to realized mineral property

write downs and foreign exchange gains and losses in Canada which resulted in changes to capital losses available for future periods

and other of $ ( 221 ) and $ ( 3 ) , respectively.

These changes primarily related to adjustments to deferred tax assets recorded during

fiscal year 2021.

In addition, during the year ended June 30, 2022, we identified an error in the recognition of net operating

losses related to disallowed interest expense for the prior year which resulted in a decrease to net operating loss carryforwards

After evaluation and consideration of the full valuation allowance historically applied against total deferred tax assets,

we determined that the impact of the adjustments was not material to the previously issued consolidated financial statements, nor are the out

of period adjustments material to the estimated results for the year ended June 30, 2022.

in the valuation allowance are as follows:

4 unchanged sentences

Valuation allowance, end of year

Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction.

As a result of a post-transaction

loss at ECRC, partial releases of the valuation allowance attributed to the reduction of the acquired federal income tax payable

of $139 and $304 were recorded as an income tax benefit in the consolidated statement of operations and comprehensive loss for

the year ended June 30, 2024 and 2023, respectively.

The Company establishes a valuation allowance against future income tax assets

if, based on available information, it is more likely than not that all of the assets will not be realized.

The valuation allowance

of $ 28,181 at June 30, 2024, relates mainly to net

NioCorp Developments Ltd.

3 unchanged sentences

except share and per share data)

Company acquired a federal income tax payable of $ 406 in connection with the GXII Transaction.

As a result of a post-transaction

loss at ECRC, a partial release of the valuation allowance attributed to the reduction of the acquired federal income tax payable

of $304 has been recorded as an income tax benefit in the consolidated statement of operations and comprehensive loss for the

year ended June 30, 2023.

The Company establishes a valuation allowance against future income tax assets if, based on available

information, it is more likely than not that all of the assets will not be realized.

The valuation allowance of $ 25,463 at June

30, 2023, relates mainly to net operating loss carryforwards in Canada and mineral interests due to deferred exploration expenditures

in the United States, where the utilization of such attributes is not more likely than not.

operating loss carryforwards in Canada and mineral interests due to deferred

exploration expenditures in the United States, where the utilization of such attributes is not more likely than not.

Company has the following cumulative net operating losses for Canadian and U.S.

2 unchanged sentences

As a result of the Tax Cuts and Jobs Act of 2017, U.S.

tax losses incurred for tax years

ending on and after June 30, 2019, totaling $ 2,510 , have no expiration..

tax losses incurred for our tax

years ending on and after June 30, 2019, totaling $ 3,924 , have no expiration.

Schedule of cumulative net operating losses

1 unchanged sentence

United States

United Kingdom

addition, the Company has a Canadian capital loss carryforward of $ 3,388 as of June 30, 2024, which has no expiration date and

2 unchanged sentences

generally expire between 2031 and 2044.

At June 30, 2024 and 2023, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary.

As such, as of June 30, 2024 and 2023, we did not provide for deferred taxes on any such earnings of our foreign subsidiaries.

Company had no unrecognized tax benefits as of June 30, 2024 or 2023.

4 unchanged sentences

The Company is subject to income tax in the U.S.

federal jurisdiction and Canada.

Certain years remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions.

federal jurisdiction,

the United Kingdom, and Canada.

Certain years remain subject to examination but there are currently no ongoing exams in any taxing

jurisdictions.

FAIR VALUE MEASUREMENTS

The Company measures the fair value of

financial assets and liabilities based on U.S.

GAAP guidance which defines fair value, establishes a framework for measuring fair

value, and expands disclosures about fair value measurements.

Company measures the fair value of financial assets and liabilities based on U.S.

GAAP guidance which defines fair value, establishes

a framework for measuring fair value, and expands disclosures about fair value measurements.

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

11 unchanged sentences

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

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

utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted)

in active markets for identical instruments.

Fair values determined by Level 2 inputs utilize data points that are observable,

such as quoted prices, interest rates, and yield curves.

Fair values determined by Level 3 inputs are unobservable data points

for the financial instrument and include situations where there is little, if any, market activity for the instrument.

of June 30, 2024, and 2023, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized

to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active

markets for identical instruments.

Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted

prices, interest rates, and yield curves.

Fair values determined by Level 3 inputs are unobservable data points for the financial

instrument and include situations where there is little, if any, market activity for the instrument.

NioCorp Developments Ltd.

7 unchanged sentences

Investment in equity securities

April 2024 notes

Earnout Shares liability

3 unchanged sentences

Investment in equity securities

Earnout Shares liability

Warrant liabilities

Yorkville Convertible Debt Financing discussed in Note 9 was initially recorded at fair value,

2 unchanged sentences

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

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.

Proceeds of the September 2023 Private Placement will

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

corporate purposes.

September 12 and September 18, 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.

September 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 Agreement.

The Consents, among other things, reduced the amounts due to the April 2024 Purchasers

on September 1, 2024 by an aggregate of $ 1,176 to an aggregate of $ 336 , increased the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $ 1,176 , 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.

Loan Agreement

September 11, 2024, the Company and Mark Smith entered into a Loan Agreement (the “Smith Loan Agreement”) pursuant

Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to $ 2,000

(the “Loan”).

The Loan is non-revolving and amounts paid back under the terms of the Smith Loan Agreement do not again

become available for drawdowns at the request of the Company.

Company will pay interest to Mr.

Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10 %

per annum, calculated monthly in arrears, through to the date of repayment of the Loan.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

will also receive an

establishment fee equal to 2.5 %

of the amount of any drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown.

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 (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.

Consent Warrant Issuance

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.

The number of Contingent Consent Warrants issued was based on $ 5,000 divided by

the five-day volume weighted average price of the Common Shares on September 16, 2024.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data