What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-23 compared with 2023-10-06 · 789 added, 753 removed, 573 unchanged (73% of the section changed)

8 unchanged sentences

the material weaknesses in internal control over financial reporting described below.

Company’s disclosure controls and procedures have been designed to ensure that:

(i) information required to be disclosed

by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports

filed under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to

allow for accurate and timely decisions regarding required disclosures.

does not expect that our disclosure controls and procedures will prevent all error and all fraud.

The effectiveness of our or

any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that

the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing,

implementing, and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and

CFO have concluded that the audited consolidated financial statements included in this Annual Report on Form 10-K fairly present,

in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity

Report on Internal Control over Financial Reporting

management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal control over financial

reporting for the Company.

Our management assessed the effectiveness of our internal control over financial reporting as of June

In making this assessment, our management used the criteria set forth in the Internal Control -Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Annual Report, our internal

control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting

described below.

Weaknesses in Internal Control over Financing Reporting Existing as of June 30, 2023

The management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal

control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company.

Management assessed

the effectiveness of our internal control over financial reporting as of June 30, 2024.

In making this assessment, our management

used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the CFO have concluded that,

as of June 30, 2024, our internal control over financial reporting was not effective due to the material weaknesses in internal

control over financial reporting described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

1 unchanged sentence

prevented or detected on a timely basis.

concluded that the previously disclosed material weakness relating to the Company’s controls over the accounting for non-routine

transactions continued to exist as of June 30, 2023.

Specifically, such controls were not adequately designed to ensure the consideration

of all related relevant accounting guidance when such transactions were recorded.

As disclosed in the Company’s Amendment

1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and in the Company’s Quarterly

Reports on Form 10-Q for the quarterly periods ended September 30, 2022, December 31, 2022 and March 31, 2023, this material weakness

resulted in the restatement of the Company’s consolidated financial statements as of and for the fiscal years ended June

30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial statements as of and for

the interim periods ended September 30, 2021, December 31, 2021, and March 31, 2022.

Company identified an additional error during the quarter ended March 31, 2023 relating to the accounting treatment of the Lind

The error required the restatement of the Company’s condensed consolidated financial statements as of and for the

periods ended September 30, 2022 and December 31, 2022.

The Company determined

that the error was partially caused by the same

material weakness that existed as of June 30, 2022, September 30, 2022 and December 31, 2022.

The material weakness discussed

above continued to exist as of June 30, 2023.

addition to the material weakness discussed above, our management concluded that three other material weaknesses in internal control

over financial reporting existed as of June 30, 2023.

A cumulative listing of our material weaknesses is disclosed below:

Management did not design and maintain an effective control environment

based on the criteria established by the COSO Framework.

Specifically, the Company does

not have sufficient personnel with the appropriate levels of knowledge, experience, and

training in accounting and internal control over financial reporting commensurate with

the complexity of the Company’s business.

This material weakness contributed to

additional material weaknesses related to the Company’s control activities as further

concluded that the material weaknesses disclosed

in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 continued to exist as of June 30, 2024.

Specifically, management identified deficiencies in the principles associated with the control environment, risk assessment, control

activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the

The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and

training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s financing

transactions and associated reporting requirements.

This material weakness contributed to additional material weaknesses further

described below.

Management did not design and maintain effective controls over the risk

assessment process.

Specifically, management does not have a formal process to identify,

update, and assess risks due to changes in the Company’s business practices, including

entering into increasingly complex transactions that could significantly impact the design

and operation of the Company’s control activities.

Management did not design and maintain effective controls, including

management review controls, related to non-routine transactions.

Specifically, management

did not maintain effective controls over monitoring and assessing the work of third-party

specialists, including the evaluation of the appropriateness of accounting conclusions

that has resulted in misstatements.

In addition, the Company did not design and maintain

effective controls related to the evaluation of certain inputs and assumptions used to

estimate the fair value of instruments and features associated with complex debt and

equity transactions.

Finally, management did not have policies and procedures for the

reconsideration of existing agreements when infrequent transactions occur.

Management did not design and maintain effective monitoring controls

to support timely evaluation of remediation of identified internal control deficiencies.

Additionally,

these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material

misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.

Plan for the Material Weakness

address our material weaknesses existing as of June 30, 2023, we are currently devising a detailed plan to address each individual

material weakness identified, as well as the overall monitoring process, including the following:

order to remediate the material weaknesses relating to the Company’s control environment

and risk assessment process, we plan to develop and implement controls to ensure work

performed by Company personnel and other experts is reviewed by individuals with the

appropriate level of U.S.

GAAP knowledge and experience.

This may include separating

the performance and review of certain close procedures among current accounting personnel

and/or engaging third party accounting consultants with the requisite U.S.

GAAP knowledge

and experience to perform work under the control and oversight of Company personnel.

In addition, we plan to enhance the design of our controls over the consideration of

all related relevant accounting guidance for the initial recording and subsequent measurements

of non-routine transactions.

order to remediate the material weakness relating to the Company’s controls activities,

we are in the process of designing and implementing controls over the completeness and

accuracy of identifying and adequately assessing the assumptions utilized in the valuation

analysis of complex financial instruments, as well as engaging third party consultants

with the relevant background and expertise to perform the appropriate complex valuation

analyses under the control and oversight of Company personnel.

order to remediate the material weakness relating to the Company’s controls over monitoring activities, we plan to design

and implement controls to manage and monitor our progress towards the remediation of

internal control deficiencies and material

weaknesses, including oversight by, and periodic reporting to, the Audit Committee.

The Company does not have a formal process to identify, update, and assess financial reporting risks due to

changes in the

Company’s business practices, including

entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s

control activities.

Management did not maintain effective controls over:

○ monitoring and assessing the work of third-party specialists, including

the evaluation of the appropriateness of accounting conclusions, and

○ the evaluation of certain inputs and assumptions used to estimate the fair

value of instruments and features associated with complex debt and equity transactions.

Management did not appropriately:

○ select, develop, and perform ongoing evaluation to ascertain whether the

components of internal controls are present and functioning, and

○ evaluate and communicate internal control deficiencies in a timely manner

to those parties responsible for taking corrective action.

As previously disclosed, these material weaknesses resulted in errors that required the restatement of

Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement

of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021,

December 31, 2021, March 31, 2022, September 30, 2022 and December 31, 2022.

Additionally, these material weaknesses could result

in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim

consolidated financial statements that would not be prevented or timely detected.

To address our material weaknesses existing as of June 30 ,

2024, we have implemented a detailed plan to address each individual material weakness identified, including the following:

● We have, and will continue to, engage outside accounting and internal control consultants with

subject matter expertise to supplement our level of knowledge, experience, and training in accounting and internal control over

financial reporting.

● We plan to develop a formal risk assessment process to ensure that it is robust and frequent

enough for the Company’s business, including the identification of risks, the level of detail in our risk assessment, and

the clarity of the linkage between risks and internal controls associated with the material weaknesses.

The results of this effort

are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks.

● We plan to develop and provide incremental training to the accounting and financial reporting team

regarding accounting for and valuation of complex financial instruments.

● Management will develop a monitoring program to periodically evaluate and assess whether those

responsible for controls are conducting their activities in accordance with their design, such that there is contemporaneous evidence

that the controls are present and functioning and will communicate internal control deficiencies in a timely manner to those parties

responsible for taking corrective action.

process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires

11 unchanged sentences

(as each term is defined in Item 408 of Regulation S-K).

Unregistered Sales of Equity Securities

Contingent Consent Warrant Issuance

On September 17, 2024, the

Company's Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742

Contingent Consent Warrants to Lind.

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

$2.308 and may be exercised at any time prior to their expiration on September 17, 2028.

The number of Contingent Consent Warrants

issued was based on $5.0 million divided by the five-day volume weighted average price of the Common Shares on September 16, 2024.

The Contingent Consent Warrants

were issued as part of the consideration for entering into the Lind Consent, which included the following principal terms:

(i) the consent of Lind to the GXII Transaction and Yorkville Financings disclosed in the notes to the consolidated financial

statements included in Part II, Item 8 hereof, including all actions taken by 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 listing requirements thereof;

the waiver of Lind of its participation right for up to 15% of the total offering in the Yorkville Equity Facility Financing;

and (iv) the waiver of Lind of certain restrictive covenants in the Lind III Agreement.

As consideration for entering into

the Lind Consent, Lind received, amongst other things:

(i) the right to receive a payment of $500, which would have been reduced

to $200 if the 2023 Transactions had not been consummated on or before April 30, 2023 (collectively, the “Consent Payment”);

(ii) an extension of its existing participation rights under the Lind III Agreement in future financings of NioCorp for a

further two-year period, subject to certain exceptions as well as an extension of such participation rights beyond the additional

two-year period if Yorkville or any affiliate is a party to any such applicable transaction;

and (iii) the right to receive

Contingent Consent Warrants if on the date that is 18 months following the Closing Date, the closing trading price of the

Common Shares on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00 (on a

post-Reverse Stock Split basis), subject to adjustments.

The Lind Consent was signed as an amendment to the existing Lind

III Agreement.

The Contingent Consent Warrants were issued pursuant to the exemption from the registration requirements of the Securities

Act provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind in the Lind III Agreement.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

1 unchanged sentence

and Executive Officers

following table sets forth as of October 6, 2023, the names and ages of, and position or positions held by, our executive officers

and directors, the employment background of these persons, and any directorships held by the current directors during the last

following table sets forth as of September 20, 2024, the names and ages of, and position or positions held by, our executive

officers and directors, the employment background of these persons, and any directorships held by the current directors during

the last five years.

of Appointment

Chief Executive Officer, President, Executive

Chairman, and Director

Executive Officer, President, Executive Chairman, and Director

Executive Officer and Director:

September 23, 2013

and Executive Chairman:

Chief Financial Officer and Corporate Secretary

Financial Officer and Corporate Secretary

Financial Officer:

December 3, 2021

Chief Operating Officer

Chief Communications Officer

November 2, 2015

Lead Director

July 27, 2014

Anna Castner Wightman

February 23, 2016

Nilsa Guerrero-Mahon

September 28, 2017

March 17, 2023

Operating Officer

Communications Officer

Guerrero-Mahon

following sets forth a brief description of the business experience of each executive officer and director of the Company, including

117 unchanged sentences

mineral sectors.

Castner Wightman – Director

sixth generation Nebraskan and a graduate of Nebraska Wesleyan University, Ms.

Wightman serves as a Senior Director of Government

Relations for First National Bank of Omaha, Nebraska, a position she has held since 2000.

Prior to that, she worked for the Greater

Omaha Chamber of Commerce and served in the U.S.

Congress for former Congressman Bill Barrett and former Congresswoman Virginia

Smith, both of whom represented the 3rd Congressional District of Nebraska.

Wightman serves on the board of directors for

the Nebraska Chamber of Commerce, Rose Theater for Performing Arts, and Joslyn Castle.

Guerrero-Mahon – Director

52 unchanged sentences

Kehler was also the Co-Chairman and Chief Executive Officer of GX Acquisition Corp.

a position he has held from August 2018 to March 2023.

a position he held from August 2018 to March 2023.

From 1995 to 2000, Mr.

Kehler held senior positions at Canadian Imperial

Bank of Commerce (“CIBC”), including Vice Chairman of CIBC World Markets Corp.

Kehler held senior positions at Canadian Imperial Bank

of Commerce (“CIBC”), including Vice Chairman of CIBC World Markets Corp.

Kehler currently serves on the Boards

1 unchanged sentence

Within the last five years,

he has served a director of Inviva Inc., Security First Corp.

he has served a director of Inviva Inc.,

Security First Corp.

and Graphene Frontiers, LLC.

13 unchanged sentences

Since 2010, Mr.

Maselli has served on the board of directors of El Pollo Loco Holdings, and he served as their Chairman of the Board from 2011 to 2023.

Maselli served on the board of directors of El Pollo Loco Holdings from 2010 to 2024, and he served as their Chairman

of the Board from 2011 to 2023.

He served on the board of ChanceLight, Inc.

(f/k/a Educational Services of America, Inc.) until 2018.

From 2013 to 2015,

he served on the board of directors of Norcraft Companies, Inc., and also served on the board of managers of its predecessor company

beginning in 2003.

(f/k/a Educational Services of America, Inc.)

From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and also served on the board of

managers of its predecessor company beginning in 2003.

Additionally, Mr.

Maselli served on the board of directors of Standard Steel, LLC, and was director as well

as Chairman of the Board of CB Holding Corp.

Maselli received an MBA with distinction from The A.B.

Freeman School at Tulane

University and a bachelor’s degree in economics from the University of Colorado.

2023 Director Compensation

at the Closing on March 17, 2023, the Company increased the size of its Board to nine directors and appointed Michael G.

On May 15, 2023, Fernanda Reda Fenga Viana Klamas resigned from the Board.

One of the directors serving on

the Board (Mark A.

Smith) is also a named executive officer.

For a description of the compensation paid to Mr.

Smith, see “Fiscal

2023 Summary Compensation Table” below.

following table sets forth all compensation the Company granted to our directors, other than Mr.

Smith, for the fiscal year ended

June 30, 2023:

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Anna Castner Wightman

Nilsa Guerrero-Mahon

Fernanda Reda Fenga Viana Klamas

the grant date fair value of stock options (“Options”) granted during the 2023 fiscal year, consisting of 50,000 Options

Morris, 45,000 Options for Ms.

Guerrero-Mahon, and 40,000 Options each for Ms.

Wightman, Ms.

Beling, and Mr.

Oliver, in each case at an exercise price of $6.95 per share, computed in accordance with Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Topic 718.

Assumptions used in the calculation of these

amounts are described in Note 11 in the Company’s consolidated financial statements included in this Annual Report on Form

These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

amounts in this column reflect a special cash bonus paid to directors equal to $5,000 per year of service or portion thereof,

based on their individual years of service on the Board.

the fiscal year ended June 30, 2023, the directors of the Company did not receive any cash fees for serving on the Board, other

than the special cash bonuses set forth in the table above.

The directors of the Company have no standard compensation arrangements,

or any other arrangements, with the Company, except as herein disclosed.

Option grants are determined by the Compensation and

Organization Committee of the Board (the “Compensation Committee”) on a discretionary basis each year.

Executive officers

of the Company who also act as directors of the Company do not receive any additional compensation for services rendered in such

See “Fiscal 2023 Summary Compensation Table” below.

aggregate number of Option awards outstanding at the end of fiscal year 2023 for each non-employee director who served during

fiscal 2023 was as follows:

Beling, 122,500 Options;

Morris, 107,500 Options;

Wightman, 122,500 Options;

Guerrero-Mahon,

105,000 Options;

Fenga, 117,500 Options;

Oliver, 90,000 Options;

Kehler, 0 Options;

Maselli, 0 Options.

of June 30, 2023, all the above Options were 100% vested.

Maselli served on the board of directors of Standard

Steel, LLC, and was director as well as Chairman of the Board of CB Holding Corp.

Maselli received an MBA with distinction

from The A.B.

Freeman School at Tulane University and a bachelor’s degree in economics from the University of Colorado.

Directorships

4 unchanged sentences

Premier Bancorp

Resources Ltd.

Advanced Alloys Corp.

20 unchanged sentences

with respect to the approval of any such transaction.

Trading Policy

Board has also adopted an insider trading policy (the “Insider Trading Policy”) to help ensure, among other things:

(i) that persons to whom the policy applies understand their obligations to preserve the confidentiality of

“Material Nonpublic

Information” (as defined in the Insider Trading Policy);

(ii) strict compliance by all insiders with all requirements relating

to the reporting of insider trading and with respect to trading when in possession of “Material Nonpublic Information”;

and (iii) that individuals subject to scheduled and unscheduled blackout periods adhere to the restrictions on trading as set

out in the Insider Trading Policy.

of Business Conduct and Ethics

9 unchanged sentences

Committee and Audit Committee Financial Experts

Audit Committee is currently comprised of Anna Castner Wightman, Michael J.

Morris, and Nilsa Guerrero-Mahon, all of whom are

independent directors.

Our Board has determined that Mr.

Morris and Ms.

Guerrero-Mahon are audit committee financial experts,

as defined by the rules of the SEC.

Audit Committee is currently comprised of Nilsa Guerrero-Mahon, Michael J.

Morris, and Michael Maselli, all of whom are independent

Our Board has determined that each of the three members are audit committee financial experts, as defined by the rules

Further, all Audit Committee members are financially literate as defined in NI 52-110.

Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The Audit Committee was established

in accordance with Section 3(a)(58)(A) of the Exchange Act.

following table sets out the compensation for the fiscal years ended June 30, 2024 and 2023 for the individual who served as the

2 unchanged sentences

2024 Summary Compensation Table

Name and Principal Position

Name and Principal

Smith, Chief Executive Officer, President (2)

Scott Honan, Chief Operating Officer

Neal Shah, Chief Financial Officer and Corporate Secretary

the grant date fair value of the Options granted during the reported fiscal years.

Fiscal year 2023 grants consisted of 70,000

Options for Mr.

Honan, Chief Operating Officer

Shah, Chief Financial Officer and Corporate Secretary

the grant date fair value of the stock options (“Options”) granted during the reported fiscal years.

2024 grants consisted of 375,000 Options for Mr.

Smith and 250,000 Options for each of Messrs.

Honan and Shah, in

each case at an exercise price of $2.99 per share.

Fiscal year 2023 grants consisted of 70,000 Options for Mr.

and 40,000 Options for each of Messrs.

Honan and Shah, in each case at an exercise price of $6.95 per share.

Grant date fair values were computed in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these amounts

are described in Note 11 in the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

(2) Disclosed

amounts paid to 76 Resources, LLC, an entity controlled by Mr.

Smith, as further described below under “Employment Agreements.”

date fair values were computed in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these

amounts are described in Note 11 in the Company’s consolidated financial statements included in this Annual

Report on Form 10-K.

These Options were fully vested on the grant date and generally remain exercisable until a

period of three or five years after the grant date.

amounts were paid to 76 Resources, LLC, an entity controlled by Mr.

Smith, as further described below under “Employment

Agreements and Severance Arrangements.”

Disclosure to Summary Compensation Table

Company’s Compensation Committee determines an appropriate amount of compensation for the Company’s executives, reflecting

the need to provide incentives and compensation for the time and effort expended by the executives while taking into account the

financial and other resources of the Company.

The Compensation Committee has the authority to engage and compensate, at the expense

of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including compensation

consultants and advisers) , and utilized information provided by Insperity PEO Services LP (“Insperity”), the

Company’s Professional Employer Organization, in February 2023, to assess employee salaries relative to industry and market

Company’s Compensation Committee determines the amount of compensation for the Company’s executives, which is designed

to reflect the need to provide incentives and compensation for the time and effort expended by the executives while taking into

account the financial and other resources of the Company.

The Compensation Committee has the authority to engage and compensate,

at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including

compensation consultants and advisers), and generally utilized information provided by Insperity PEO Services LP (“Insperity”),

the Company’s Professional Employer Organization, in February 2023, to assess employee salaries relative to industry and

market peers and engaged Bedford Resources Inc.

(“Bedford”) in November 2023 to provide competitive data in executive

compensation.

The Company has assessed the independence of both Insperity and Bedford, and has found no conflicts of interest raised by

Program Design

5 unchanged sentences

between reasonable current compensation and longer-term compensation tied to performance of the Company as a whole.

Compensation Committee has not established a formal set of benchmarks or performance criteria to be met by the Company’s

named executive officers;

rather, the members of the Compensation Committee use the information provided by Insperity and their

own subjective assessments of the level of success of the Company to determine, collectively, whether or not the named executive

officers are successfully achieving the Company’s business plan and strategy and the degree to which they have performed

in that regard.

The Compensation Committee has not established any set or formal formula for determining named executive officer

compensation, either as to the amount thereof or the specific mix of compensation elements, and compensation (and adjustments

from time to time) is set through informal discussions at the Compensation Committee level.

The Compensation

Committee has not established a formal set of benchmarks or performance criteria to be met by the Company’s named executive

rather, the members of the Compensation Committee use the information provided by Insperity and Bedford, and their own

subjective assessments of the level of success of the Company to determine, collectively, whether or not the named executive officers

are successfully achieving the Company’s business plan and strategy and the degree to which they have performed in that regard.

The Compensation Committee has not established any set or formal formula for determining named executive officer compensation,

either as to the amount thereof or the specific mix of compensation elements, and compensation (and adjustments from time to time)

is set through informal discussions at the Compensation Committee level.

Elements of Named Executive Officer Compensation

7 unchanged sentences

direct input from the Compensation Committee) and are subsequently reviewed each fiscal year to determine if adjustments are required.

April 1, 2023, the Compensation Committee approved the following increases to the named executive officers’ base salaries

to reflect each executive’s experience, contribution, responsibilities and pay relative to market and among senior executives

at the Company.

Salary Rate ($)

Board has discretion, where deemed appropriate and financially affordable for the Company, to grant a cash bonus to a named executive

officer based on the performance of both the individual named executive officer and the Company.

In March 2023, the Compensation

Committee approved the following discretionary bonuses for the named executive officers, each of which was paid in April 2023:

Bonus Amount ($)

one-time bonuses were intended to reflect the Compensation Committee’s desire to reward individual performance and teamwork

across the senior leadership level.

No cash bonuses were approved

or paid for the named executive officers for fiscal year 2024.

incentive portion of each named executive officer’s compensation package consists primarily of Options awarded under the

6 unchanged sentences

of Common Shares of the Company by officers and other key employees, directors and consultants of the Company and affiliates of

Grants of Options under the 2017 Amended Long-Term Incentive Plan are proposed/recommended by the CEO, and reviewed

by the Compensation Committee.

The Compensation Committee can approve, modify, or reject any proposed grants, in whole or in part.

In general, the allocation of available Options among the eligible participants in the 2017 Amended Long-Term Incentive Plan is

on an ad hoc basis, and there is no set formula for allocating available Options, nor is there any fixed benchmark or performance

criteria to be achieved in order to receive an award of or vest in Options.

Grants of Options under the 2017 Amended Long-Term Incentive Plan are proposed and recommended by the CEO and reviewed

by the Compensation Committee, or are proposed by the Compensation Committee.

The Compensation Committee can approve, modify,

or reject any proposed grants, in whole or in part.

In general, the allocation of available Options among the eligible participants

in the 2017 Amended Long-Term Incentive Plan is on an ad hoc basis, and there is no set formula for allocating available Options,

nor is there any fixed benchmark or performance criteria to be achieved in order to receive an award of or vest in Options.

Compensation Committee does not consider the accounting value of any such Option grants in determining the number of Options to

10 unchanged sentences

information into consideration when reviewing proposed new grants.

After considering the CEO’s recommendations and the foregoing

factors, the resulting proposed Option grant (if any) is then submitted to the Board for approval.

After considering the CEO’s recommendations, if any,

and the foregoing factors, the resulting proposed Option grant is then submitted to the Board for final approval.

the fiscal year ended June 30, 2024, the Compensation Committee approved all recommendations for the grant of Options proposed

by management, and the named executive officers were granted the following number of Options effective March 27, 2023, each with

an exercise price per share of $6.95 per share:

by management, and the named executive officers were granted the following number of Options effective February 15, 2024, each

with an exercise price per share of $2.99 per share:

Smith, 375,000 Options;

Honan, 250,000 Options;

Shah, 40,000 Options.

These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

Shah, 250,000

These Options were fully vested and exercisable on the grant date and generally remain exercisable until five years after

the grant date.

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.

Agreements and Severance Arrangements

14 unchanged sentences

assigned all of its rights under the Smith Agreement to 76 Resources, LLC and 76 Resources, LLC assumed all of 76 Resources, Inc.’s

under the Smith Agreement by novation.

obligations under the Smith Agreement by novation.

Under the terms of the Smith Agreement, 76 Resources, LLC (as ultimate successor

2 unchanged sentences

for an indefinite term at a base rate of $325,000 per year, generally payable in equal monthly installments of $27,083.

fiscal 2023, the Smith Agreement was amended to increase the base rate to $325,000 per year.

Any bonuses and incentive payments

are payable at the discretion of the Board.

Smith is eligible to receive Options under the 2017 Amended Long-Term Incentive

Plan, as determined by the Board.

and incentive payments are payable at the discretion of the Board.

Smith is eligible to receive Options under the 2017 Amended

Long-Term Incentive Plan, as determined by the Board.

Company may terminate the Smith Agreement at any time without notice or payment if (1) 76 Resources, LLC commits a material breach

3 unchanged sentences

In the event the Smith

Agreement is terminated by the Company for any other reason or if 76 Resources, LLC terminates the Smith Agreement on the occurrence

Agreement is terminated by the Company for any other reason or if 76

Resources, LLC terminates the Smith Agreement on the occurrence

of a Triggering Event, the Company shall pay 76 Resources, LLC a lump sum termination fee equal to the base fee in effect at the

23 unchanged sentences

Smith shall become fully vested and shall remain exercisable for the original term of grant

despite a termination of 76 Resources, LLC.

Termination payments under the Smith Agreement are generally contingent on a release

of claims by 76 Resources, LLC.

The Smith Agreement also includes customary confidentiality and six-month employee non-solicitation

the Smith Agreement is terminated by the Company for any reason other than as set out in the Smith Agreement, if 76 Resources,

LLC terminates the Smith Agreement on the occurrence of a Triggering Event, or should a change of control of the Company occur

and within one year, either a Triggering Event occurs and 76 Resources, LLC terminates the Smith Agreement or 76 Resources, LLC’s

engagement is terminated without the occurrence of a Triggering Event, effective as of June 30, 2023, 76 Resources, LLC (as ultimate

successor in interest to KMSmith) would have been entitled to a payment of $325,000.

despite a termination of the services of 76 Resources, LLC.

Termination payments under the Smith Agreement are generally contingent

on a release of claims by 76 Resources, LLC.

The Smith Agreement also includes customary confidentiality and six-month employee

non-solicitation provisions.

the Smith Agreement had been terminated by the Company for any reason other than as set out in the Smith Agreement, if 76 Resources,

LLC terminated the Smith Agreement on the occurrence of a Triggering Event, or had a change of control of the Company occurred

and within one year, either a Triggering Event occurred and 76 Resources, LLC terminated the Smith Agreement or 76 Resources,

LLC’s engagement was terminated by the Company without the occurrence of a Triggering Event for any reason other than as

set out in the Smith Agreement, effective as of June 30, 2024, 76 Resources, LLC (as ultimate successor in interest to KMSmith)

would have been entitled to a payment of $375,000.

previously disclosed, on September 25, 2022, in connection with our entry into the Business Combination Agreement, Messrs.

10 unchanged sentences

Employment Agreement for Mr.

Shah provides for an annual base salary of $220,000 per year, and Mr.

Honan’s Employment Agreement

provides for an annual base salary of $260,000 per year.

The annual base salary rates for the Covered Officers will be reviewed

at least annually for potential increases.

Shah provides for an initial annual base salary of $220,000 per year, and Mr.

Honan’s Employment

Agreement provides for an initial annual base salary of $260,000 per year.

The annual base salary rates for the Covered Officers

will be reviewed at least annually for potential increases.

As described above, the base salary rates of Messrs.

Shah and Honan were increased

in fiscal 2023.

The Employment Agreements also provide each of the Covered Officers with eligibility to participate in (1) any

annual cash bonus plan and/or any long-term incentive compensation plan as may be established by the U.S.

Affiliate or its affiliates,

and (2) any employee benefit plan, program, or policy of the U.S.

Affiliate or its affiliates as may be in effect for senior executives

Shah and Honan

were increased in fiscal 2023 to $250,000 for Mr.

Shah and $280,000 for Mr.

The Employment Agreements also provide each

of the Covered Officers with eligibility to participate in (1) any annual cash bonus plan and/or any long-term incentive compensation

plan as may be established by the U.S.

Affiliate or its affiliates, and (2) any employee benefit plan, program, or policy of the

Affiliate or its affiliates as may be in effect for senior executives of the U.S.

Affiliate or its affiliates generally.

The Employment Agreements also include the following additional features:

severance benefits upon certain qualifying terminations of employment, consisting of:

(a) for a qualifying termination of the

Covered Officer’s employment by the U.S.

Affiliate without Cause (as such term is defined in the Employment Agreements)

that does not occur within two years after a Change in Control of the U.S.

Affiliate (as defined in the Employment Agreements),

certain accrued obligations, plus 12 months of salary continuation, and (b) for a qualifying termination of the Covered Officer’s

employment by the U.S.

Affiliate without Cause or by the Covered Officer for Good Reason (as such term is defined in the Employment

Agreements) that occurs within two years after a Change in Control (a “Change in Control Termination”), certain accrued

obligations, and a lump sum cash amount equal to two times the Covered Officer’s annual base salary as in effect at the

time of such termination;

and (2) a requirement that each Covered Executive execute a customary release of claims in favor of

(1) severance benefits upon certain qualifying terminations

of employment, consisting of:

(a) for a qualifying termination of the Covered Officer’s employment by the U.S.

without Cause (as such term is defined in the Employment Agreements) that does not occur within two years after a Change in Control

Affiliate (as defined in the Employment Agreements), certain accrued obligations, plus 12 months of salary continuation,

and (b) for a qualifying termination of the Covered Officer’s employment by the U.S.

Affiliate without Cause or by the Covered

Officer for Good Reason (as such term is defined in the Employment Agreements) that occurs within two years after a Change in

Control (a “Change in Control Termination”), certain accrued obligations, and a lump sum cash amount equal to two

times the Covered Officer’s annual base salary as in effect at the time of such termination;

and (2) a requirement that

each Covered Executive execute a customary release of claims in favor of the U.S.

Affiliate to receive severance compensation.

In connection with the Covered Officers entering into the Employment Agreements

each Covered Officer also entered into a restrictive covenant agreement (a “Restrictive Covenant Agreement”).

Restrictive Covenant Agreements will include customary restrictive covenants, including non-competition and non-solicitation obligations

that remain in effect both during the employment term and for one year following termination of the Covered Officer’s employment

other than a Change in Control Termination (in which case the period will be two years following such Change in Control Termination),

as well as other customary restrictive covenants, such as confidentiality provisions.

In connection

with the Covered Officers entering into the Employment Agreements each Covered Officer also entered into a restrictive

covenant agreement (a “Restrictive Covenant Agreement”).

The Restrictive Covenant Agreements include customary restrictive

covenants, including non-competition and non-solicitation obligations that remain in effect both during the employment term and

for one year following termination of the Covered Officer’s employment other than a Change in Control Termination (in which

case the period will be two years following such Change in Control Termination), as well as other customary restrictive covenants,

such as confidentiality provisions.

Options Under the 2017 Amended Long-Term Incentive Plan

6 unchanged sentences

Equity Awards at 2024 Fiscal Year-End

Option Awards (1)

Unexercisable

connection with a reverse stock split effected by the Company on March 17, 2023, each then-outstanding Option then held by our

named executive officers was adjusted as follows:

(a) the number of shares subject to each such Option was divided

by ten, with the resulting number rounded down to the nearest whole share;

and (b) the exercise price applicable to each such

outstanding Option was multiplied by ten, with the resulting price rounded up to the nearest whole cent.

The amounts set forth

in the table above with respect to options granted prior to March 27, 2023 reflect such adjustments.

exercise price based on a spot exchange rate of C$1.3687 to US$1.00 on June 30, 2024.

13 unchanged sentences

periods, pursuant to the terms of such awards and the 2017 Amended Long-Term Incentive Plan.

COMPENSATION PLANS

Company has maintained equity compensation plans under which Options have been granted.

Option grants have been determined by

the Company’s directors and are only provided in compliance with applicable laws and regulatory policy.

The following information

is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities

were authorized for issuance as of June 30, 2023.

Equity Compensation Plan Information

Plan Category

Number of Securities

to be Issued Upon

Outstanding Options,

Warrants, and Rights

Weighted-Average Exercise Price of Outstanding

Options, Warrants,

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Second Column)

Equity Compensation Plans Approved by Security Holders (1)

1,578,713 (2)

Equity Compensation Plans Not Approved by Security Holders

1,578,713 (3)

Options granted pursuant to the 2017 Amended Long-Term Incentive Plan.

the aggregate number of Common Shares reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan,

together with all other security-based compensation arrangements of the Company may not exceed 10% of the issued and outstanding

Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed

5% of the issued and outstanding Common Shares from time to time.

Common Shares subject to any grant (or any portion thereof)

that are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned, or otherwise terminated will again

be available for grant under the 2017 Amended Long-Term Incentive Plan.

As of the date of this report there are:

(i) 1,319,000 outstanding securities awarded under the 2017

Amended Long-Term Incentive Plan representing 4.01% of the Company’s currently issued and outstanding Common Shares;

(ii) 1,972,341 remaining securities available for grant representing 5.99% of the Company’s currently issued and outstanding

Common Shares.

2024 Director Compensation

of the directors serving on the Board (Mark A.

Smith) is also a named executive officer.

For a description of the compensation

Smith, see “Fiscal 2024 Summary Compensation Table” above.

following table sets forth all compensation the Company granted to our directors, other than Mr.

Smith, for the fiscal year ended

June 30, 2024:

Earned or Paid in Cash

Other Compensation

Guerrero-Mahon

Castner Wightman (2)

Reflects the grant date fair value of Options granted during the 2024 fiscal year, consisting of 75,000 Options each for Mr.

Morris, and Ms.

Guerrero-Mahon, and 50,000 Options each for Messrs.

Beling, Oliver, Kehler, and Maselli, in each case at an exercise

price of $2.99 per share, computed in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these amounts

are described in Note 11 in the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

Wightman served as a member of the Board until January

19, 2024, and did not receive a grant of Options during the 2024 fiscal year.

the fiscal year ended June 30, 2024, the directors of the Company did not receive any cash fees for serving on the Board.

directors of the Company have no standard compensation arrangements, or any other arrangements, with the Company, except as herein

Option grants are determined by the Compensation and Organization Committee of the Board (the “Compensation Committee”)

on a discretionary basis each year.

Executive officers of the Company who also act as directors of the Company do not receive

any additional compensation for services rendered in such capacity.

See “Fiscal 2024 Summary Compensation Table” above.

aggregate number of Option awards outstanding at the end of fiscal year 2024 for each non-employee director who served during

fiscal 2024 was as follows:

Beling, 117,500 Options;

Morris, 157,500 Options;

Guerrero-Mahon, 150,000 Options;

Oliver, 140,000 Options;

Kehler, 50,000 Options;

Maselli, 50,000 Options.

As of June 30, 2024, all the above Options

were 100% vested.

of the 2017 Amended Long-Term Incentive Plan

November 5, 2020, NioCorp’s shareholders approved the adoption of the 2017 Amended Long-Term Incentive Plan.

January 19, 2024, NioCorp’s shareholders approved the adoption of the 2017 Amended Long-Term Incentive Plan.

Under the 2017

Amended Long-Term Incentive Plan, the Board may in its discretion from time-to-time grant stock options, share units (in the form

of restricted share units (“RSUs”) and performance share units (“PSUs”)) and dividend equivalents to non-employee

directors, employees and certain other service providers (as further described in the 2017 Amended Long-Term Incentive Plan) of

the Company and affiliated entities selected by the Board.

Subject to adjustment as provided in the 2017 Amended Long-Term Incentive

Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the 2017 Amended Long-Term

Incentive Plan, together with all other security-based compensation arrangements of the Company, may not exceed 10% of the issued

and outstanding Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall

not exceed 5% of the issued and outstanding Common Shares from time to time.

Further, the aggregate number of Common Shares 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, must not exceed 5% of the then issued and outstanding Common Shares (on a non-diluted basis).

maximum number of Common Shares (1) issued to insiders (for purposes of the Toronto Stock Exchange Company Manual) within any

one-year period and (2) issuable to insiders at any time, under the 2017 Amended Long-Term

Incentive Plan, or when combined with

the Company’s other security-based compensation arrangements, will not exceed 10% of the number of the then issued and outstanding

Common Shares.

following table presents the burn rates for the 2017 Amended Long-Term Incentive Plan since inception:

Ending June 30

Number of awards granted (1)

Weighted average number of Common Shares outstanding (1)

noted above, the Company completed a Reverse Stock Split.

For purposes of comparability across fiscal years in this table,

amounts in these columns with respect to fiscal years prior to 2023 represent the original amounts adjusted to reflect the

Reverse Stock Split.

With respect to the number of awards granted in fiscal 2023, any actual grants made prior to the Reverse

Stock Split have also been adjusted.

following graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2018, to June 30,

2023, with cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index:

the Company’s cumulative return for the five-year period ended slightly below the range of returns for the two selected

As an exploration stage company, executive officer compensation has not historically been adjusted to reflect share performance

Compensation to executive officers remained flat from 2013 through February 2023, except for increases supported by additional

job responsibilities and/or job promotions.

Effective September 1, 2019, the Board approved a 10% base rate increase for all NioCorp

employees and effective April 1, 2023, the Compensation Committee approved a base rate average increase of 12% for all NioCorp

Number of awards

Weighted average number of Common

Shares outstanding

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

1 unchanged sentence

(1) each person who is known

by NioCorp to beneficially own more than 5% of the outstanding shares of NioCorp’s Common

by NioCorp to beneficially own more than 5% of the outstanding shares of NioCorp’s Common Shares;

(2) each of the named

2 unchanged sentences

and (4) all directors and executive officers of NioCorp as a group.

ownership of Common Shares in the table below is determined in accordance with the rules of the SEC and includes voting or investment

power with respect to the Common Shares.

Common Shares that may be acquired by an individual or group within 60 days of October 6, 2023, pursuant to the exercise of options to purchase Common Shares (“Options”), the exercise of Common Share

purchase warrants (“Warrants”) or the exchange of shares of Class B common stock of ECRC (formerly known as GXII),

are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed

to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Percentage of

ownership is based on 32,913,419 Common Shares outstanding as of October 6, 2023.

Unless otherwise noted in the table below,

Options vested at the grant date.

Beneficial ownership

of Common Shares in the table below is determined in accordance with the rules of the SEC and includes voting or investment power

with respect to the Common Shares.

Common Shares that may be acquired by an individual or group within 60 days of September 20,

2024, pursuant to the exercise of options to purchase Common Shares (“Options”), the exercise of Common Share purchase

warrants (“Warrants”) or the exchange of shares of Class B common stock of ECRC (formerly known as GXII), are deemed

to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding

for the purpose of computing the percentage ownership of any other person shown in the table.

Percentage of ownership is based

on 38,660,244 Common Shares outstanding as of September 20, 2024.

Unless otherwise noted in the table below, Options vested at the

as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment

3 unchanged sentences

South Yosemite Street, Suite 115, Centennial, CO 80112.

Name and Address of

and Address of

Beneficial Owner

Amount and Nature of Beneficial Ownership

Common Shares

Smith, PE, Esq.

Highlands Ranch, Colorado, USA

Chief Executive Officer, President, Executive Chairman and Director

Superior, Colorado, USA

Chief Financial Officer and Corporate Secretary

Centennial, Colorado, USA

Chief Operating Officer

Golden Colorado, USA

VP – External Affairs

San Luis Obispo, California, USA

Lead Director

Grand Junction, Colorado, USA

Anna Castner Wightman

Omaha, Nebraska, USA

Nilsa Guerrero-Mahon

Brighton, Colorado, USA

Ranch, Colorado, USA

Executive Officer, President, Executive Chairman and Director

Colorado, USA

Financial Officer and Corporate Secretary

Colorado, USA

Operating Officer

Colorado, USA

– External Affairs

Luis Obispo, California, USA

Junction, Colorado, USA

Guerrero-Mahon

Colorado, USA

New York, New York, USA

Michael Maselli

Pelham, New York, USA

Bunbury, Western Australia, Australia

All current directors, executive officers and named executive officers as a group (11 persons)

New York, USA

Western Australia, Australia

current directors, executive officers and named executive officers as a group (11 persons)

Beach, Florida, USA

Represents ownership of less than 1%.

1 unchanged sentence

in accordance with Rule 13d-3 of the Exchange Act.

March 17, 2023, NioCorp effected a 1-to-10 Reverse Stock Split of the Common Shares,

with any fractional shares resulting from the Reverse Stock Split rounded down to the

nearest whole share.

All Options and Warrants outstanding as of March 17, 2023 were adjusted

to reflect the Reverse Stock Split.

Such Options and Warrants initially covered a number

of shares equal to the amount reported herein times 10 (and at an exercise price equal

to the amount reported herein divided by 10).

Class B common stock of ECRC, which may

be exchanged for Common Shares upon certain conditions, were issued on a post-Reverse

Stock Split basis.

of October 6, 2023, Mr.

Smith beneficially owns 2,041,795 outstanding Common Shares.

In addition, he beneficially owns 185,000 vested Options comprised of the following:

(i) on December 14, 2020, Mr.

Smith was granted 50,000 Options for a period of three

years at a price of C$7.50 per Common share;

(ii) on December 17, 2021, Mr.

granted 65,000 Options for a period of three years at a price of C$13.60 per Common Share;

and (iii) on March 27, 2023, Mr.

Smith was granted 70,000 Options for a period of three

of September 20, 2024, Mr.

Smith beneficially owns 2,088,596 outstanding Common

In addition, Mr.

Smith beneficially owns 46,801 Common Shares issuable upon exercise

of 46,801 Warrants issued in connection with the December 2023 Private Placement.

addition, he beneficially owns 510,000 vested Options comprised of the following:

on December 17, 2021, Mr.

Smith was granted 65,000 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Smith was granted

70,000 Options for a period of three years at a price of $6.95 per Common Share, and

(iii) on February 15, 2024, Mr.

Smith was granted 375,000 Options for a period of five

years at a price of $2.99 per Common Share.

of October 6, 2023, Mr.

of September 20, 2024, Mr.

Shah beneficially owns 65,671 outstanding Common Shares.

addition, he beneficially owns 130,000 vested Options comprised of the following:

on November 15, 2018, Mr.

Shah was granted 35,000 Options for a period of five years

at a price of C$5.40 per Common Share, which vest over a period of 18 months with 100%

having vested at this time;

(ii) on December 14, 2020, Mr.

Shah was granted 25,000 Options

for a period of three years at a price of C$7.50 per Common share;

(iii) on December

In addition, Mr.

Shah beneficially owns 9,361 Common Shares issuable upon exercise of

9,361 Warrants issued in connection with the December 2023 Private Placement.

he beneficially owns 320,000 vested Options comprised of the following:

(i) on December

17, 2021, Mr.

1 unchanged sentence

of C$13.60 per Common Share;

and (iv) on March 27, 2023, Mr.

Shah was granted 40,000

Options for a period of three years at a price of $6.95 per Common Share.

of October 6, 2023, Mr.

(ii) on March 27, 2023, Mr.

Shah was granted 40,000 Options

for a period of three years at a price of $6.95 per Common Share;

and (iii) on February

15, 2024, Mr.

Shah was granted 250,000 Options for a period of five years at a price

of $2.99 per Common Share.

of September 20, 2024, Mr.

Honan beneficially owns 55,762 outstanding Common Shares.

In addition, he beneficially owns 320,000 vested Options comprised of the following:

(i) on November 15, 2018, Mr.

Honan was granted 35,000 Options for a period of five years

at a price of C$5.40 per Common Share, which vest over a period of 18 months with 100%

having vested at this time;

(ii) on December 14, 2020, Mr.

Honan was granted 25,000 Options

for a period of three years at a price of C$7.50 per Common share;

(iii) on December

17, 2021, Mr.

Honan was granted 30,000 Options for a period of three years at a price

of C$13.60 per Common Share;

and (iv) on March 27, 2023, Mr.

(i) on December 17, 2021, Mr.

Honan was granted 30,000 Options for a period of three

years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Honan was granted

40,000 Options for a period of three years at a price of $6.95 per Common Share;

of October 6, 2023, Mr.

(iii) on February 15, 2024, Mr.

Honan was granted 250,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Sims beneficially owns 57,928 outstanding Common Shares

addition, he beneficially owns 95,000 vested Options comprised of the following:

on December 14, 2020, Mr.

In addition, he beneficially owns 320,000 vested Options comprised of the following:

(i) on December 17, 2021, Mr.

Sims was granted 30,000 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on December 17, 2021, Mr.

(ii) on March 27, 2023, Mr.

Sims was granted

30,000 Options for a period of three years at a price of C$13.60 per Common Share;

(iii) on March 27, 2023, Mr.

Sims was granted 40,000 Options for a period of three years

at a price of $6.95 per Common Share.

of October 6, 2023, Mr.

Morris beneficially owns 62,198 outstanding Common Shares.

He shares both voting and investment power with respect to 5,525 of such Common Shares

with his wife as the only trustees of the Michael and Sandra Morris Trust.

he beneficially owns 82,500 vested Options comprised of the following:

(i) on December

17, 2021, Mr.

Morris was granted 32,500 Options for a period of three years at a price

of C$13.60 per Common Share;

and (ii) on March 27, 2023, Mr.

40,000 Options for a period of three years at a price of $6.95 per Common Share;

(iii) on February 15, 2024, Mr.

Sims was granted 250,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Morris beneficially owns 62,198 outstanding Common

He shares both voting and investment power with respect to 5,525 of such Common

Shares with his wife as the only trustees of the Michael

and Sandra Morris Trust.

addition, he beneficially owns 157,500 vested Options comprised of the following:

on December 17, 2021, Mr.

Morris was granted 32,500 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Morris was granted

50,000 Options for a period of three years at a price of $6.95 per Common Share;

of October 6, 2023, Mr.

Beling beneficially owns 70,891 outstanding Common Shares.

(iii) on February 15, 2024, Mr.

Morris was granted 75,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Beling beneficially owns 72,013 outstanding Common

In addition, he beneficially owns 117,500 vested Options comprised of the following:

on November 15, 2018, Mr.

Beling was granted 30,000 Options for a period of five years

at a price of C$5.40 per Common Share, which vest over a period of 18 months with 100%

having vested at this time;

(ii) on December 17, 2021, Mr.

Beling was granted 27,500

Options for a period of three years at a price of C$13.60 per Common Share;

on March 27, 2023, Mr.

Beling was granted 40,000 Options for a period of three years

at a price of $6.95 per Common Share.

of October 6, 2023, Ms.

Wightman beneficially owns 29,562 outstanding Common Shares.

She shares both voting and investment

power with respect to (i) 100 such Common Shares with her husband, (ii) 50

such Common Shares with a minor child and (iii) 50

such Common Shares with a minor child.

In addition, she beneficially owns 97,500 vested Options comprised of the following:

on November 15, 2018, Ms.

Wightman was granted 30,000 Options for a period of five years at a price of C$5.40 per Common Share,

which vest over a period of 18 months with 100% having vested at this time;

(ii) on December 17, 2021, Ms.

Wightman was granted

27,500 Options for a period of three years at a price of C$13.60 per Common Share;

and (iii) on March 27, 2023, Ms.

(i) on December 17, 2021, Mr.

Beling was granted 27,500 Options for a period of three

years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

granted 40,000 Options for a period of three years at a price of $6.95 per Common Share;

of October 6, 2023, Ms.

and (iii) on February 15, 2024, Mr.

Behling was granted 50,000 Options for a period of

five years at a price of $2.99 per Common Share.

of September 20, 2024, Ms.

Guerrero-Mahon beneficially owns 46,068 Common Shares.

addition, she beneficially owns 75,000 vested Options comprised of the following:

on December 17, 2021, Ms.

Guerrero-Mahon was granted 30,000 Options for a period of three

years at a price of C$13.60 per Common Share;

and (ii) on March 27, 2023, Ms.

In addition, she beneficially owns 150,000 vested Options comprised of the following:

(i) on December 17, 2021, Ms.

Guerrero-Mahon was granted 30,000 Options for a period

of three years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Ms.

Guerrero-Mahon

was granted 45,000 Options for a period of three years at a price of $6.95 per Common

of October 6, 2023, Mr.

Kehler beneficially owns 2,511,918 Common Shares issuable

upon the exchange of shares of Class B common stock of ECRC comprised of the following:

(i) 1,441,290 Common Shares issuable up issuable upon the exchange of shares of Class

B common stock of ECRC that are vested as of the date hereof (“Vested Shares”);

(ii) 535,314 Common Shares issuable upon the exchange of shares of Class B common stock

of ECRC that will vest when the volume-weighted average price of the Common Shares on

the principal exchange of the Common Shares as reported by Bloomberg (“VWAP”)

equals or exceeds approximately $12.00 per share for 20 of any 30 consecutive trading

days during from March 17, 2023 to March 17, 2033 (such period, the “Earnout Share

Period”) on any stock exchange on which the Common Shares are then trading (such

Common Shares, the “Tranche I Earnout Shares”);

and (iii) 535,314 Common

Shares issuable upon the exchange of shares of Class B common stock of ECRC that will

vest when the VWAP of the Common Shares equals or exceeds approximately $15.00 per share

for 20 of any 30 consecutive trading days during the Earnout Share Period on any stock

exchange on which the Common Shares are then trading (such Common Shares, the “Tranche

II Earnout Shares”).

He shares both voting and investment power with respect to

(i) 318,480 such Vested Shares with U.S.

Trust Company of Delaware, as co-trustee of

the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated December 12,

2012 (the “Elizabeth Kehler Trust”);

(ii) 118,284 such Tranche I Earnout

Shares with U.S.

Trust Company of Delaware, as co-trustee of the Elizabeth Kehler Trust;

and (iii) 118,284 such Tranche II Earnout Shares with U.S.

Trust Company of Delaware,

as co-trustee of the Elizabeth Kehler Trust.

and (iii) on February 15, 2024, Ms.

Guerrero-Mahon was granted 75,000 Options

for a period of five years at a price of $2.99 per Common Share.

As of September 20, 2024, Mr.

Kehler beneficially owns 78,003 Common Shares.

In addition, Mr.

Kehler beneficially owns

1,853,073 Common Shares issuable upon exercise of 1,657,057 Warrants issued in connection

with the transactions contemplated by the Business Combination Agreement, dated as of

September 25, 2022, among the Company, GX Acquisition Corp.

II and Big Red Merger Sub

(the “NioCorp Assumed Warrants”), held by Mr.

of October 6, 2023, Mr.

Maselli beneficially owns 563,081 Common Shares issuable upon

the exchange of shares of Class B common stock of ECRC comprised of the following:

323,085 Vested Shares;

(ii) 119,998 Tranche I Earnout Shares;

and (iii) 119,998 Tranche

II Earnout Shares.

Kehler beneficially owns 78,003 Common Shares issuable upon exercise of 78,003 Warrants issued in connection with the December 2023 Private Placement, and he beneficially owns 50,000 vested Options comprised of the following:

on February 15, 2024, Mr.

Kehler was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share.

In addition, Mr.

Maselli beneficially owns 215,150 Common Shares issuable

upon exercise of 192,392 NioCorp Assumed Warrants held by Mr.

of October 6, 2023, Mr.

Oliver beneficially owns 90,000 vested Options comprised of

the following:

Kehler beneficially owns 1,441,290 Common Shares issuable upon the exchange of shares of Vested Shares.

He shares both voting and investment power with respect to 318,480 such Vested Shares with U.S.

Trust Company of Delaware, as co-trustee of the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated December 12, 2012 (the “Elizabeth Kehler Trust”).

In addition, Mr.

Kehler beneficially owns 1,853,073 Common Shares issuable upon exercise of 1,657,057 Private Warrants held by Mr.

Does not include Common Shares that may be issuable upon exchange of (i) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr.

Kehler that will vest when the volume-weighted average price of the Common Shares on the principal exchange of the Common Shares as reported by Bloomberg (“VWAP”) equals or exceeds approximately $12.00 per share for 20 of any 30 consecutive trading days during the period from March 17, 2023 to March 17, 2033 (such period, the “Earnout Share Period”) on any stock exchange on which the Common Shares are then trading (such Common Shares, the “Tranche I Earnout Shares”), (ii) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr.

Kehler that will vest when the VWAP of the Common Shares equals or exceeds approximately $15.00 per share for 20 of any 30 consecutive trading days during the Earnout Share Period on any stock exchange on which the Common Shares are then trading (such Common Shares, the “Tranche II Earnout Shares”), (iii) 118,284 Tranche I Earnout Shares held by the Elizabeth Kehler Trust and (iv) 118,284 Tranche II Earnout Shares held by the Elizabeth Kehler Trust.

As of September 20, 2024, Mr.

Maselli beneficially owns 323, 085 Common Shares issuable upon the exchange of Vested Shares.

In addition, he beneficially owns 50,000 vested Options comprised of the following:

on February 15, 2024, Mr.

Maselli was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share.

In addition, Mr.

Maselli beneficially owns 215,150 Common Shares issuable upon exercise of 192,392 Private Warrants held by Mr.

Does not include Common Shares that may be issuable upon exchange of (i) 119,998 Tranche I Earnout Shares held by Mr.

Maselli and (ii) 119,998 Tranche II Earnout Shares held by Mr.

of September 20, 2024, Mr.

Oliver beneficially owns 140,000 vested Options comprised

of the following:

(i) on May 30, 2022, Mr.

4 unchanged sentences

40,000 Options for a period of three years at a price of $6.95 per Common Share;

Ownership of Certain Beneficial Owners

of October 6, 2023, the Company is not aware of any persons that beneficially own more than 5% of its outstanding Common Shares

who does not serve as an executive officer or director of the Company.

(iii) on February 15, 2024, Mr.

Oliver was granted 50,000 Options for a period of five

years at a price of $2.99 per Common Share.

reported by Cooper Road, LLC on a Schedule 13G filed with the SEC on December 18, 2023.

Cooper Road, LLC is controlled by Jay Bloom.

COMPENSATION PLANS

Company has maintained equity compensation plans under which Options have been granted.

Option grants have been determined by

the Company’s directors and are only provided in compliance with applicable laws and regulatory policy.

The following information

is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities

were authorized for issuance as of June 30, 2024.

Compensation Plan Information

Number of Securities

to be Issued Upon

Outstanding Options,

Warrants, and Rights

Weighted-Average

Options, Warrants,

Number of Securities Remaining

Available for Future Issuance Under

Equity Compensation Plans

(Excluding Securities Reflected in

Compensation Plans Approved by Security Holders (1)

1,310,764 (2)

Compensation Plans Not Approved by Security Holders

1,310,764 (3)

Options granted pursuant to the 2017 Amended Long-Term Incentive Plan.

the aggregate number of Common Shares reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan,

together with all other security-based compensation arrangements of the Company may not exceed 10% of the issued and outstanding

Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed

5% of the issued and outstanding Common Shares from time to time.

Common Shares subject to any grant (or any portion thereof)

that are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned, or otherwise terminated will again

be available for grant under the 2017 Amended Long-Term Incentive Plan.

of the date of this report there are:

(i) 2,455,500 outstanding securities awarded under the 2017 Amended Long-Term Incentive

Plan representing 6.35% of the Company’s currently issued and outstanding Common Shares;

and (ii) 1,410,524 remaining

securities available for grant representing 3.65% of the Company’s currently issued and outstanding Common Shares.

Performance Graph

The following

graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2019, to June 30, 2024, with

cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index:

the Company’s cumulative return for the five-year period ended below the range of returns for the two selected indices.

As an exploration stage company, executive officer compensation has not historically been adjusted to reflect share performance

Compensation to executive officers remained flat from 2013 through February 2023, except for increases supported by additional

job responsibilities and/or job promotions.

Effective September 1, 2019, the Board approved a 10% base rate increase for all NioCorp

employees and effective April 1, 2023, the Compensation Committee approved a base rate average increase of 12% for all NioCorp

There were no salary increases granted during fiscal year 2024.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

26 unchanged sentences

Agreement of $52,000.

largest aggregate amount of principal outstanding under the Smith Credit Agreement during the years ended June 30, 2023 and 2022

was $3,130,000 and $2,318,000, respectively.

Principal repayments of $3,130,000 and $318,000 were made under the Smith Credit

Agreement during the years ended June 30, 2023 and 2022, respectively.

In addition, interest payments of $183,343 and $251,741

were paid under the Smith Credit Agreement during the years ended June 30, 2023 and 2022, respectively, and $0 of interest remained

payable as of June 30, 2023.

As of June 30, 2023, all principal and accrued interest outstanding under the Smith Credit Agreement

had been repaid and the Smith Credit Agreement expired on June 30, 2023.

Accounts payable and accrued liabilities as of June 30,

2023, includes $28,250 of origination fees payable under the Smith Credit Agreement.

largest aggregate amount of principal outstanding under the Smith Credit Agreement during the year ended June 30, 2023, was $3,130,000.

Principal repayments of $3,130,000 were made under the Smith Credit Agreement during the year ended June 30, 2023.

interest payments of $183,343 were paid under the Smith Credit Agreement during the year ended June 30, 2023, and $0 of interest

remained payable as of June 30, 2023.

As of June 30, 2023, all principal and accrued interest outstanding under the Smith Credit

Agreement had been repaid and the

Smith Credit Agreement expired on June 30, 2023.

Accounts payable and accrued liabilities as

of June 30, 2024, includes $28,250 of origination fees payable under the Smith Credit Agreement.

September 11, 2024, the Company and Mr.

Mark Smith entered into a Loan Agreement (the “Smith Loan Agreement”)

pursuant to which Mr.

Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to

$2,000,000 (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.

Smith 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.

Any outstanding balance on the Loan, including accrued interest, shall be immediately due and

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

occurrence of an event of default thereunder, (the “Due Date”).

The Company can repay

the Loan at any time without notice and without penalty, but any amount of principal or interest repaid by the Company prior

to the Due Date will be subject to an early payment fee of 2.5% of the value of any such payment.

Amounts outstanding under the Smith Loan Agreement are secured by all of the Company’s assets pursuant to a general

security agreement between the Company and Mr.

Smith, dated September 11, 2024.

of September 20, 2024, $33,000 had been borrowed under the Smith Loan Agreement.

The largest aggregate amount of principal

outstanding under the Smith Loan Agreement during the period ended September 20, 2024, was $33,000, and there have been

no loan repayments or interest repayments as of September 20, 2024.

Related Person Transactions Entered into in Connection with the 2023

The disclosure under Item

1, “ Business—Historical Development of the Business—The 2023 Transactions ,” is incorporated by reference

In connection with the Closing,

all of the shares of Class B common stock of ECRC were issued to the Sponsor in respect of shares of Class B common stock of GXII

that were originally issued to the Sponsor for $25,000 in the aggregate.

In connection with the Closing, the Sponsor distributed

all of the outstanding shares of Class B common stock of ECRC to its members, including Messrs.

Maselli and Kehler, for no additional

consideration, and such members joined the Sponsor Support Agreement and the Exchange Agreement, as parties thereto.

In connection with the Closing,

the Private Warrants and shares of Class B common stock of ECRC issued to the Sponsor were subsequently distributed by the Sponsor

to its members, including Messrs.

Maselli and Kehler, for no additional consideration, and such members joined the Sponsor Support

Agreement and the Exchange Agreement, as parties thereto.

The Sponsor acquired the shares of Class B common stock of GXII in respect

of which the shares of Class B common stock of ECRC were issued for $25,000 in the aggregate.

The Sponsor acquired the GXII Warrants

in respect of which the Private Warrants were issued in a private placement that occurred simultaneously with the closing of the

initial public offering of GXII at a purchase price of $1.50 per GXII Warrant.

Pursuant to the Business Combination

Agreement, at the Closing, NioCorp, ECRC, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties

thereto, including Messrs.

Maselli and Kehler (collectively, the “RRA Shareholders”), entered into the Amended and

Restated Registration Rights Agreement, dated March 17, 2023 (the “Registration Rights and Lockup Agreement”), pursuant

to which, among other things, NioCorp became obligated to file a shelf registration statement to register the resale of (i) outstanding

Common Shares, (ii) Common Shares exchangeable for the shares of Class B common stock of ECRC, (iii) Private Warrants and (iv)

Common Shares issuable upon exercise of the NioCorp Assumed Warrants, in each case, held by the RRA Shareholders immediately after

The Registration Rights and Lockup Agreement also provides the RRA Shareholders with certain “demand”

and “piggy-back” registration rights, subject to certain requirements and customary conditions, and provides for certain

“lock-up” restrictions on transfer by the RRA Shareholders of such securities held by them after the Closing.

The shares of Class B common stock of ECRC and Private Warrants beneficially owned by Messrs.

and Kehler, as disclosed under Item 12, “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters ” above, have an aggregate market value of approximately $3.0 million and $0.2 million, respectively, based on

the closing price of the Common Shares of $1.72 and the closing price of the Public Warrants of $0.10 on Nasdaq on September 19,

Effective immediately upon

the Closing, the Board increased the size of the Board to nine members and appointed each of Messrs.

Maselli and Kehler to the

Maselli and Kehler served on the board of directors of GXII prior to the Closing.

Pursuant to the Business Combination

Agreement, the Company was required to cause two directors identified by GXII to become directors of the Company as of Closing,

and the Board appointed Messrs.

Maselli and Kehler to the Board pursuant to such requirement.

December 2023 Private Placement

Certain of the Company’s officers and directors, including Messrs.

Kehler, Smith and Shah, subscribed to purchase an aggregate of 138,845 December 2023 Units in the December 2023 Private Placement.

officer and director of the Company who subscribed to purchase December 2023 Units in the December 2023 Private Placement paid a purchase

price of US$3.205 per unit (the “Insider Unit Price”) upon the closing of the December 2023 Private Placement.

Unit Price included US$0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by officers and directors of the Company.

Kehler, Smith and Shah purchased 78,003 December 2023 Units, 46,801 December 2023 Units, and 9,361 December 2023 Units, respectively,

for aggregate purchase prices of $249,999.62, $149,997.21, and $30,002.01, respectively.

The remaining investors in the December 2023

Private Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase

an aggregate of 274,587 December 2023 Units at a purchase price per December 2023 Unit of US$3.08, which is equal to the consolidated

closing bid price for the Common Shares as reported by Nasdaq on December 13, 2023.

Gross proceeds to the Company from the December 2023

Private Placement were approximately US$1.29 million.

Approval or Ratification of Related Person Transactions

than as described below, the Company does not currently have in place any specific policy or procedure in respect of the review,

approval or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K.

Sections 147-153 of the

BCBCA set out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with

a resolution in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose

that interest in writing to the corporation’s board of directors prior to the approval of such matter.

This procedure ensures

that each equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in

All loan transactions from directors and officers are subject to review and approval by the Board prior to acceptance

and are documented in the meeting minutes.

ACCOUNTING FEES AND SERVICES

The following table presents fees for

professional services rendered by BDO USA, P.C.

(formerly known as BDO USA, LLP) Certified Public Accountants (“BDO”)

for each of the last two fiscal years for the audit of the Company’s annual consolidated financial statements and review of consolidated financial

statements included in the Company’s filings and fees billed for other services rendered by BDO during those periods.

Year Ending June 30,

Other than as

described below, the Company does not currently have in place any specific policy or procedure in respect of the review, approval

or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K.

Sections 147-153 of the BCBCA set

out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with a resolution

in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose that interest

in writing to the corporation’s board of directors prior to the approval of such matter.

This procedure ensures that each

equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in such sale.

All loan transactions from directors and officers are typically subject to review and approval by the Board prior to acceptance

and are documented in the meeting minutes or resolutions related to same.

Under its charter, the Audit Committee is responsible

for reviewing and approving any related party transaction in advance of such transaction, unless the Chief Financial Officer or

General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, in which case the related

party transaction will be submitted to the Chair of the Audit Committee, who will have delegated authority to act between Audit

Committee meetings.

Company’s Board consists of Messrs.

Smith, Morris, Beling, Oliver, Kehler, and Maselli and Ms.

Guerrero-Mahon.

utilizes the definition of “independent” as it is set forth in Nasdaq Listing Rule 5605(a)(2)

(“Rule 5605(a)(2)”) and National Instrument 52-110 Audit Committees (“NI 52-110”).

the Board considers all relevant facts and circumstances in its determination of independence of all members of the Board (including

any relationships).

Currently, Messrs.

Morris, Beling, Oliver, Kehler, and Maselli and Ms.

Guerrero-Mahon are considered independent

ACCOUNTANT FEES AND SERVICES

following table presents fees for professional services rendered by Deloitte & Touche LLP for the fiscal year ended June 30, 2024

and BDO USA, P.C.

for the fiscal year ended June 30, 2023 for the audit of the Company’s annual consolidated financial statements

and review of consolidated financial statements included in the Company’s filings and fees billed for other services rendered

by the firms during those periods.

Fiscal Year Ending

Audit-Related

Other Fees (4) ($)

Fees” include fees necessary to perform the annual audit and quarterly reviews

3 unchanged sentences

consolidated financial statements.

Audit Fees also include audit or other attest services required

by legislation or regulation, such as comfort letters, consents, reviews of securities

filings and statutory audits.

Audit Fees also include audit or other attest services

required by legislation or regulation, such as comfort letters, consents, reviews of

securities filings and statutory audits.

(2) “Audit-Related

14 unchanged sentences

Other Fees” includes all other non-audit services.

The policy of the Audit Committee of the

Board (the “Audit Committee”) has been to pre-approve all audit, audit-related and non-audit services performed by

our independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors.

the Audit Committee pre-approved all audit, audit-related and non-audit services performed by BDO and subsequently reviewed the

actual fees and expenses paid to BDO.

The Audit Committee has determined that the fees paid to BDO for services are compatible

with maintaining BDO’s independence as our auditors.

All of the services provided by BDO during the year ended June 30,

2023, were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as a part of this report:

(a) Financial

(1) The Consolidated Financial Statements, together with the report thereon of BDO USA, P.C.

dated October 6, 2023, are included as part of Item 8, “Financial Statements and Supplementary Data,” commencing on page 60

policy of the Audit Committee has been to pre-approve all audit, audit-related and non-audit services performed by our

independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors.

the Audit Committee pre-approved all audit, audit-related and non-audit services performed by Deloitte & Touche LLP and

BDO and subsequently reviewed the actual fees and expenses paid for these services.

The Audit Committee has determined that

the fees paid to Deloitte & Touche LLP for services are compatible with maintaining Deloitte & Touche LLP’s

independence as our auditor.

All of the services provided during the year ended June 30, 2024, were approved by the Audit

Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents

are filed as a part of this report:

(a) Financial Statements

(1) The Consolidated Financial Statements, together with the reports thereon of Deloitte & Touche

LLP, dated September 20, 2024, and BDO USA, P.C., dated October 6, 2023, are included as part of Item 8, “Financial

Statements and Supplementary Data,” commencing on page 59 above.

Report of Independent Registered Public Accounting Firms

(Deloitte & Touche LLP;

Denver, Colorado;

Report of Independent Registered Public Accounting Firms

(BDO USA, P.C.;

4 unchanged sentences

Consolidated Statements of Cash Flows

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

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

Notes to Consolidated Financial Statements

Combination Agreement, dated September 25, 2022, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and Big Red

Merger Sub Ltd

of Articles of NioCorp Developments Ltd., dated April 5, 2016

of NioCorp Developments Ltd., as amended, effective as of January 27, 2015

to Articles, effective March 17, 2023

Security Funding Agreement, dated February 16, 2021, between the Company and Lind Global Asset Management III, LLC

of Lind III Warrant Certificate

#1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management

and Consent Agreement, dated September 25, 2022, between NioCorp Developments Ltd.

Business Combination Agreement, dated September 25, 2022, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and Big Red Merger Sub Ltd

Notice of Articles of NioCorp Developments Ltd., dated April 5, 2016

Articles of NioCorp Developments Ltd., as amended, effective as of January 27, 2015

Amendment to Articles, effective March 17, 2023

Convertible Security Funding Agreement, dated February 16, 2021, between the Company and Lind Global Asset Management III, LLC

Form of Lind III Warrant Certificate, in respect of the Lind III Warrants

Amendment #1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management III, LLC

Waiver and Consent Agreement, dated September 25, 2022, between NioCorp Developments Ltd.

and Lind Global Asset Management III, LLC

of Subscription Agreement in respect of units of the Company issued in June 2022

of Warrants issued in June 2022

Non-Transferable

Broker Warrant Certificate, dated June 30, 2022, in respect of non-transferable broker warrants issued to Research Capital

Non-Transferable

Broker Warrant Certificate, dated June 30, 2022, in respect of non-transferable broker warrants issued to Red Cloud Securities,

Support Agreement, dated as of September 25, 2022, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., GX Sponsor

II LLC, in its capacity as a shareholder of GX Acquisition Corp.

Form of Lind Contingent Consent Warrants

Sponsor Support Agreement, dated as of September 25, 2022, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., GX Sponsor II LLC, in its capacity as a shareholder of GX Acquisition Corp.

II, and certain other shareholders of GX Acquisition Corp.

to Sponsor Support Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the Holders party

and Restated Registration Rights Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition

Joinder to Sponsor Support Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the Holders party thereto

Amended and Restated Registration Rights Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II, GX Sponsor II LLC, certain holders of the common shares of the NioCorp Developments Ltd.

listed on Schedule 1 thereto,

certain current and former stockholders of GX Acquisition Corp.

listed on Schedule 1 thereto, certain current and former stockholders of GX Acquisition Corp.

II, and other persons and entities listed on Schedule 2 thereto

Rights Agreement Joinder, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the parties listed

on Schedule A thereto

Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

Registration Rights Agreement Joinder, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the parties listed on Schedule A thereto

Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and GX Sponsor II LLC

to Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., Elk Creek Resources Corp (f/k/a

GX Acquisition Corp.

Joinder to Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., Elk Creek Resources Corp (f/k/a GX Acquisition Corp.

II) and each of the Holders party thereto

Agreement, dated March 17, 2021, by and between GX Acquisition Corp.

Warrant Agreement, dated March 17, 2021, by and between GX Acquisition Corp.

II and Continental Stock Transfer & Trust Company

Assumption and Amendment Agreement, dated as of March 17, 2023, by and among GX Acquisition Corp.

II, NioCorp Developments

Ltd., Continental Stock Transfer & Trust Company, as the existing Warrant Agent, and Computershare Inc.

and its affiliate

Computershare Trust Company, N.A., as the successor Warrant Agent

of Warrant (included in Exhibit 4.16)

Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and each of the investors listed

on the Schedule of Buyers attached thereto

Assignment, Assumption and Amendment Agreement, dated as of March 17, 2023, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., Continental Stock Transfer & Trust Company, as the existing Warrant Agent, and Computershare Inc.

and its affiliate Computershare Trust Company, N.A., as the successor Warrant Agent

Form of Warrant (included in Exhibit 4.13)

Securities Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and each of the investors listed on the Schedule of Buyers attached thereto

Amendment No.

1 to Securities Purchase Agreement, dated February 24, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

of Convertible Debenture (included in Exhibit 4.19)

of Financing Warrants (included in Exhibit 4.18)

Rights Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

Form of Convertible Debenture (included in Exhibit 4.16)

Form of Financing Warrants (included in Exhibit 4.15)

Registration Rights Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

of Subscription Agreement in respect of units issued in September 2023

of Warrants issued in September 2023

Form of Subscription Agreement in respect of units issued in September 2023

Form of Warrants issued in September 2023

Form of Subscription Agreement in respect of units issued in December 2023

Form of Warrants issued in December 2023

Securities Purchase Agreement, dated as of April

11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

and Lind Global Fund II LP

Form of Unsecured Convertible Note (included

in Exhibit 4.24)

Form of Common Stock Purchase Warrant (included

in Exhibit 4.24)

Global Guaranty Agreement, dated as of April

11, 2024, by Elk Creek Resources Corporation and 0896800 B.C.

Registration Rights Agreement, dated as of April

11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

and Lind Global Fund II LP

Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and YA II PN, Ltd.

Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and Lind Global Fund II LP

Form of Subscription Agreement in respect of units issued in June 2024

Form of Warrants issued in June 2024

Description of Securities

Developments Ltd.

NioCorp Developments Ltd.

Long Term Incentive Plan, effective as of November 9, 2017

Agreement, dated May 13, 2014, between the Company and KMSmith, LLC

to Contract, dated September 1, 2019, between the Company and KMSmith, LLC

Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.

Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc.

Consulting Agreement, dated May 13, 2014, between the Company and KMSmith, LLC

Amendment to Contract, dated September 1, 2019, between the Company and KMSmith, LLC

Contract Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.

Contract Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc.

and 76 Resources, LLC

to Contract, dated April 1, 2023, between the Company and 76 Resources, LLC

agreement, dated June 13, 2006, between the Company and CMC Cometals, a division of Commercial Metals Company

Amendment to Contract, dated April 1, 2023, between the Company and 76 Resources, LLC

Offtake agreement, dated June 13, 2016, between the Company and CMC Cometals, a division of Commercial Metals Company

Amendment No.

1 to Offtake Agreement, dated April 13, 2020, between the Company and Traxys North America LLC, as assignee

agreement with ThyssenKrupp Metallurgical Products GmbH

003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L.

Offtake agreement with ThyssenKrupp Metallurgical Products GmbH

10.10(16)*, **

Woltemath 003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L.

and Juanita E.

003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L.

10.11(16)*, **

Woltemath 003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L.

and Juanita E.

Agreement, dated June 17, 2015, from the Company to Mark Smith

Developments Ltd.

NioCorp Developments Ltd.

Long Term Incentive Plan, as amended

Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

Standby Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

of Director and Officer Indemnification Agreement

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Neal Shah

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Scott Honan

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Jim Sims

of Restrictive Covenant Agreement

Amendment #1 to Standby Equity Purchase Agreement, dated as of May 3, 2024, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

Form of Director and Officer Indemnification Agreement

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Neal Shah

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Scott Honan

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Jim Sims

Form of Restrictive Covenant Agreement

Agreement, dated as of September 11, 2024, between the Company and Mark Smith

NioCorp Developments Ltd.

Insider Trading Policy

Subsidiaries of NioCorp Developments Ltd.

Consent of Deloitte & Touche LLP

Consent of BDO USA, P.C.

10 unchanged sentences

Consent of Scott Honan, M.Sc., SME-RM, NioCorp

Consent of Everett Bird, P.E., Cementation

Consent of Matt Hales, P.E., Cementation

Consent of Cementation

Consent of Mahmood Khwaja, P.E., CDM Smith

Consent of Martin Lepage, P.Eng., Cementation

Consent of Wynand Marx, M.Eng., BBE Consulting

6 unchanged sentences

1300 Elk Creek Technical Report Summary

Compensation Clawback Policy

XBRL Instance Document

4 unchanged sentences

XBRL Taxonomy Extension – Presentations

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101)

compensation plan, arrangement or agreement.

of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities

and Exchange Commission upon request.

exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit will

be furnished to the Securities and Exchange Commission upon request.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on September

29, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No.

377-01354) submitted to the

SEC on July 26, 2016 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on March 17,

2023 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February

17, 2021 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 10-Q (File No.

000-55710) filed with the SEC on February

4, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-4 (Registration No.

333-268227) filed with the SEC on

November 7, 2022 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on June 30,

2022 and incorporated herein by reference.

filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September

6, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

333-271268) filed with the SEC on April

14, 2023 and incorporated herein by reference.

Cover Page Interactive Data File (formatted as

Inline XBRL and contained in Exhibit 101)

Management compensation plan, arrangement or agreement.

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities and Exchange Commission upon request.

Certain exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.

Previously filed

as an exhibit to Elk Creek Resources Corp.’s (f/k/a GX Acquisition Corp.

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on September 29, 2022 and

incorporated herein by reference.

Previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No.

377-01354) submitted to the SEC on July 26, 2016 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on March 17, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February 17, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 10-Q (File No.

000-55710) filed with the SEC on February 4, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-4 (Registration No.

333-268227) filed with the SEC on November 7, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

333-271268) filed with the SEC on April 14, 2023 and incorporated herein by reference.

Previously filed as an exhibit to Elk Creek Resources Corp.’s (f/k/a GX Acquisition Corp.

II) Current Report on Form 8-K (File No.

001-40226) filed with the SEC on March 22, 2021 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 27, 2023

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February 24, 2023

and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on September

1, 2023 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on November 13, 2017

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 16, 2020

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 8, 2021

and incorporated herein by reference.

filed as an exhibit to the Company’s Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 on

Form S-1 (File No.

333-271268) filed with the SEC on August 22, 2023 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 27, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February 24, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 1, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on December 20, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on April 12, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on June 24, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on November 13, 2017 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 16, 2020 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 8, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s

Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 on Form S-1 (File No.

333-271268) filed with the SEC on

September 2, 2016 and incorporated herein by reference.

filed as an exhibit to Amendment No.

August 22, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No.

333-213451) filed with the SEC on September 2, 2016 and incorporated herein by reference.

Previously filed as an exhibit to Amendment No.

1 to the Company’s Annual Report on Form 10-K/A (File No.

000-55710) filed with

the SEC on October 31, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on August 29, 2017

and incorporated herein by reference.

000-55710) filed with the SEC on October 31, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on August 29, 2017 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No.

333-217272) filed with the SEC on

April 12, 2017 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on November

6, 2020 and incorporated herein by reference.

Electronically Herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting

(i) the Consolidated Balance Sheets at June 30, 2023 and June 30,

2022, (ii) the Consolidated Statements of Operations

and Comprehensive Loss for the years ended June 30, 2023, 2022 and 2021, (iii) the Consolidated Statements of Cash Flows for

the years ended June 30, 2023, 2022 and 2021, (iv) the Consolidated Statements of Changes in Equity for the years ended June

30, 2023, 2022 and 2021, (v) the Notes to the Consolidated Financial Statements.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 22, 2024 and

incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on May 3, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 11, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 6, 2022 and incorporated herein by reference.

Submitted Electronically Herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets at June 30, 2024 and June 30, 2023, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the years ended June 30, 2024 and 2023, (v) the Notes to the Consolidated Financial Statements.

FORM 10–K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

NIOCORP DEVELOPMENTS LTD.

Financial Officer

October 6, 2023

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities indicated on October 6, 2023.

President, Chief Executive Officer

Executive Officer and Authorized

/s/ Neal Shah

Chief Financial Officer

September 20, 2024

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities indicated on September 20, 2024.

President, Chief Executive Officer (Principal

Executive Officer and Authorized U.S.

Representative)

and Chairman of the Board of Directors

Chief Financial Officer (Principal

Financial and

/s/ Neal Shah

Chief Financial Officer (Principal Financial and

Accounting Officer)

Michael Morris

/s/ Michael Morris

Michael Morris

Anna Castner Wightman

Guerrero-Mahon

/s/ Nilsa Guerrero-Mahon

Nilsa Guerrero-Mahon

/s/ Michael G.

/s/ Peter Oliver

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 9A. Controls and Procedures