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Item 1. Financial Statements

2024-11-13 compared with 2024-05-02 · 441 added, 662 removed, 154 unchanged (88% of the section changed)

FINANCIAL STATEMENTS

Condensed consolidated balance sheets as of March 31, 2024 and June 30, 2023 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2024 and 2023 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended March 31, 2024 and 2023 (unaudited)

Condensed consolidated statements of shareholders’ (deficit) equity and redeemable noncontrolling interest for the three and nine months ended March 31, 2024 and 2023 (unaudited)

Condensed consolidated balance sheets as of September 30, 2024 and June 30, 2024 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three months ended September 30, 2024 and 2023 (unaudited)

Condensed consolidated statements of cash flows for the three months ended September 30, 2024 and 2023 (unaudited)

Condensed consolidated statements of shareholders’ (deficit) equity and redeemable noncontrolling interest for the three months ended September 30, 2024 and 2023 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of

Developments Ltd.

Consolidated Balance Sheets

in thousands of U.S.

dollars, except share data) (unaudited)

September 30,

Cash and cash equivalents

Deferred share issuance costs

Prepaid expenses and other

5 unchanged sentences

Accounts payable and accrued liabilities

Convertible debt, current portion

Warrant liability, at fair value

Options, at fair value

Warrant liabilities, at fair value

Convertible debt

Related party debt

Operating lease liability

Total current liabilities

Convertible debt

Warrant liabilities, at fair value

Earnout Shares liability, at fair value

Earnout liability, at fair value

Operating lease liability

2 unchanged sentences

Redeemable noncontrolling interest

SHAREHOLDERS’ DEFICIT

Common shares, no par value, unlimited shares authorized;

SHAREHOLDERS’ EQUITY

Common stock, no par value, unlimited shares authorized;

38,720,244 and 38,062,647 shares outstanding, respectively

1 unchanged sentence

Accumulated other comprehensive loss

Total shareholders’ deficit

Total liabilities, redeemable noncontrolling interest, and shareholders’ deficit

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive

(expressed in thousands of

Total shareholders’ equity

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

in thousands of U.S.

dollars, except share and per share data) (unaudited)

For the three months

Ended March 31,

For the Nine Months

Ended March 31,

ended September 30,

Operating expenses

5 unchanged sentences

Change in fair value of earnout shares liability

Change in fair value of warrant liability

Debt extinguishment

Foreign exchange loss (gain)

Change in fair value of warrant liabilities

Change in fair value of convertible notes

Interest expense

Foreign exchange loss (gain)

Loss on equity securities

1 unchanged sentence

Income tax benefit

Net loss and comprehensive loss

Net loss attributable to redeemable noncontrolling interest

Net loss attributable to the Company

Other comprehensive loss:

Reporting currency translation

Total comprehensive loss

Comprehensive loss attributable to redeemable noncontrolling interest

Comprehensive loss attributable to the Company

Net loss and comprehensive loss attributable to the Company

Loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

dollars) (unaudited)

For the Nine Months Ended

For the three months

ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Adjustments for:

Initial valuation of earnout shares liability

Change in fair value of earnout shares liability

Initial valuation of warrant liabilities

Change in fair value of warrant liabilities

Share-based compensation

Change in valuation of earnout shares liability

Change in valuation of warrant liabilities

Change in fair value of convertible note

Accretion of convertible debt

Loss on debt extinguishment

Loss on Yorkville equity facility shares issued

Private placement compensation adjustment

Fair value of commitment shares issued

Foreign exchange loss

Yorkville share issuances

Unrealized loss on equity securities

1 unchanged sentence

Change in working capital items:

Prepaid expenses and other

Prepaid expenses

Accounts payable and accrued liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets

Net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common shares

Share issue costs

Convertible debt repayment

Proceeds from debt issuance, net of cost

Proceeds from issuance of capital stock

Related party debt draws

Related party debt

Net cash provided by financing activities

Exchange rate effect on cash and cash equivalents

Debt repayments

Share issue costs

Net cash (used in) provided by financing activities

Change in cash and cash equivalents during period

2 unchanged sentences

Supplemental cash flow information:

Amounts paid for interest

Amounts paid for income taxes

Non-cash investing and financing transactions:

Conversion of debt for common shares

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

(Deficit) Equity and Redeemable Noncontrolling Interest

(expressed in thousands of

dollars, except for share amounts) (unaudited)

Common Shares Outstanding

Common Shares

Accumulated Deficit

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, December 31, 2022

$ ( 116,703 )

Exercise of options

Issuance of financing warrants

Common shares issued in the GXII transaction

Redeemable noncontrolling interest

Commitment shares issued

Share based compensation

Foreign currency translation adjustments

Loss for the period

Balance, March 31, 2023

$ ( 146,046 )

Balance, December 31, 2023

$ ( 156,981 )

Yorkville equity facility draws

Debt conversions

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share-based compensation

Loss for the period

Balance, March 31, 2024

$ ( 161,037 )

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

(Deficit) Equity and Redeemable Noncontrolling Interest

(expressed in thousands of

dollars, except for share amounts) (unaudited)

Value of warrants issued

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

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

in thousands of U.S.

dollars, except for share data) (unaudited)

Common Shares Outstanding

Common Shares

Accumulated Deficit

Accumulated Other Comprehensive Loss

Comprehensive

Redeemable Noncontrolling Interest

1 unchanged sentence

$ ( 150,477 )

Exercise of options

Private placements

Yorkville equity facility draws

Debt conversions

Issuance of financing warrants

Common shares issued in the GXII transaction

Redeemable noncontrolling interest

Commitment shares issued

Share based compensation

Share issuance costs

Foreign currency translation adjustments

Loss for the period

Balance, March 31, 2023

Balance, September 30, 2023

$ ( 153,690 )

1 unchanged sentence

$ ( 161,912 )

Exercise of options

Private placements

Yorkville equity facility draws

Debt conversions

Issuance of warrants

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share-based compensation

Loss for the period

Balance, March 31, 2024

Balance, September 30, 2024

$ ( 163,983 )

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

DESCRIPTION OF BUSINESS

NioCorp Developments Ltd.

“us,” “our,” “NioCorp” or the “Company”) was incorporated on February 27, 1987,

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

and development of mineral deposits in North America, specifically, the Elk Creek development-stage property (the “Elk Creek

Project”) located in southeastern Nebraska.

In October 2023, NioCorp Technologies

(“Technologies”), a wholly owned subsidiary of the Company, was incorporated in the United Kingdom (the “UK”).

The initial capital contribution in Technologies was £100 for 100 ordinary shares.

Technologies was formed to provide the

ability to take advantage of various business opportunities in the UK, including research and development of aluminum-scandium

These interim condensed consolidated

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

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

These financial statements do not reflect

any adjustments that may be necessary if the Company is unable to continue as a going concern.

The Company currently earns

no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial

As further discussed in Note 3, these matters raised substantial doubt about the Company’s ability to continue

as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining additional financing

and maintaining continued support from its shareholders and creditors.

BASIS OF PRESENTATION

a) Basis of Presentation

and Consolidation

The accompanying interim condensed

consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United

States of America (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”).

The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries

with all significant intercompany transactions eliminated.

The accounting policies followed in preparing these interim condensed

consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for

the year ended June 30, 2023.

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

In the opinion of management,

all adjustments considered necessary (including normal recurring adjustments) for a fair statement of the financial position, results

of operations, and cash flows at March 31, 2024, and for all periods presented, have been included in these interim condensed consolidated

financial statements.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared

in accordance with U.S.

GAAP have been condensed or omitted pursuant to appropriate SEC rules and regulations.

These interim condensed

consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year

ended June 30, 2023.

The interim results are not necessarily indicative of results for the full year ending June 30, 2024, or future

operating periods.

b) Recent Accounting Standards

Issued and Not Effective

In October 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure

Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative .

The amendments

in this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification

(“ASC”) in response to the

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

SEC’s Release No.

33-10532, Disclosure Update and Simplification Initiative ,

and align the ASC’s requirements with the SEC’s regulations.

For entities subject to the SEC’s existing disclosure

requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure

from Regulation S-X or Regulation S-K becomes effective.

However, if by June 30, 2027, the SEC has not removed the related disclosure

from its regulations, the amendments will be removed from the ASC and not become effective.

Early adoption is prohibited.

currently in the process of evaluating the impact of the amendment on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which is intended to improve

reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will

require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker

and included within segment profit and loss.

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

1, 2024, and interim periods beginning July 1, 2025, with early adoption permitted, and will be applied retrospectively to all

prior periods presented in the financial statements.

The Company is currently evaluating the ASU to determine its impact on the

Company’s disclosures.

In December 2023, the FASB issued

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which includes amendments that further enhance

income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes

paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning June 1, 2025, with early adoption

permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine

its impact on the Company’s disclosures.

In March 2024, the SEC issued

final rules on the enhancement and standardization of climate-related disclosures.

The rules require disclosure of, among other

material climate-related risks;

activities to mitigate or adapt to such risks;

governance and management of such risks;

and material greenhouse gas emissions from operations owned or controlled (Scope 1) and/or indirect emissions from purchased energy

consumed in operations (Scope 2).

Additionally, the rules require disclosure in the notes to the financial statements of the effects

of severe weather events and other natural conditions, subject to certain materiality thresholds.

As a smaller reporting company,

the rules will become effective on a phased-in timeline starting in fiscal years beginning in calendar year 2027, which for us

is fiscal 2028.

On April 4, 2024, the SEC issued an order staying the rules during the pendency of the various challenges to the

rules’ validity.

We are in the process of analyzing the impact of the rules on our disclosures.

From time to time, new accounting

pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

Unless otherwise discussed,

management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s

consolidated financial statements upon adoption.

c) Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements,

and the reported amounts of expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related

to the carrying value of long-term assets, deferred income tax assets and related valuations, liabilities related to the Earnout

accompanying notes are an integral part of these condensed consolidated financial statements.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

Developments Ltd.

(“we,” “us,” “our,” “NioCorp” or the “Company”)

was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one reportable

operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s

niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska.

interim condensed consolidated financial statements have been prepared on a going concern basis that contemplates the realization

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

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

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

construction and commercial operation.

As further discussed in Note 3, these matters raised substantial doubt about the Company’s

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

additional financing and maintaining continued support from its shareholders and creditors.

OF PRESENTATION

of Presentation and Consolidation

accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

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

GAAP”) and the rules and regulations of the Securities and Exchange

Commission (“SEC”).

The interim condensed consolidated financial statements include the consolidated accounts of the

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

The accounting policies followed

in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the audited

consolidated financial statements for the year ended June 30, 2024.

Certain transactions include reference to Canadian dollars

(“C$”) where applicable.

the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement

of the financial position, results of operations, and cash flows at September 30, 2024, and for all periods presented, have been

included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included

in the consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to appropriate

SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction with the audited

consolidated financial statements for the year ended June 30, 2024.

The interim results are not necessarily indicative of results

for the full year ending June 30, 2025, or future operating periods.

Accounting Standards

and Not Effective

time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are

adopted by the Company as of the specified effective date.

Unless otherwise discussed, management believes that the impact of

recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements

upon adoption.

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

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of the financial statements, and the reported amounts of

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

during the reporting period.

The Company regularly evaluates estimates and assumptions related to the carrying value of

long-term assets, deferred income tax assets and related valuations, liabilities related to the April 2024 Notes, Earnout

Shares, Private Warrants, and Contingent Consent Warrants (each, as defined below), and share-based compensation.

The Company bases

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

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

The actual results experienced

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

To the extent there are material differences

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

d) Basic and Diluted Earnings

The Company utilizes the weighted

average method to determine the impact of changes in a participating security on the calculation of loss per share.

The following

table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders:

For the Three Months Ended

For the Nine Months Ended

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

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

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

extent there are material differences between estimates and the actual results, future results of operations will be

The Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction (as defined below).

As a result of post-transaction losses at Elk Creek Resources Corp.

(“ECRC”), a partial release of the valuation allowance attributed to the reduction of the acquired federal income tax payable of $ 101 was recorded as an income tax benefit in the condensed consolidated statement of operations and comprehensive loss for the three months ended September 30, 2023.

The Company maintains a full valuation allowance against future income tax assets as it is more likely than not that all of the assets will not be realized.

and Diluted Earnings per Share

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

of loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss per share

attributable to common shareholders:

For the Three Months

Ended September 30,

Net loss attributable to noncontrolling interest

4 unchanged sentences

Loss per Common Share outstanding – basic and diluted

The following common shares,

no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares (“Options”),

Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due to a

net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three- and nine-month

following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares

(“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due

to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three-month

periods indicated below.

Schedule of excluded from the dilutive securities

For the Three and Nine Months Ended

For the Three Months

Ended September 30,

Excluded potentially dilutive securities (1)(2) :

1 unchanged sentence

Total potential dilutive securities

The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end.

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.

Earnout Shares are excluded as the vesting terms were not met as of the end of the reporting period.

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

of the period end.

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

calculations as required if the securities were dilutive.

Earnout Shares are

excluded as the vesting terms were not met as of the end of the reporting period.

GOING CONCERN

The Company incurred a loss

of $ 10,999 for the nine months ended March 31, 2024 (2023 - $ 35,741 ) and had a working capital deficit of $ 8,678 and an accumulated

deficit of $ 161,037 as of March 31, 2024.

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

and accordingly does not generate any revenue.

As of March 31, 2024, the Company had cash of $ 194 , which will not be sufficient

to fund normal operations for the next twelve months.

Company incurred a loss of $ 2,071 for the three months ended September 30, 2024

(2023 - $ 3,213 ) and had a working capital deficit of $ 6,928 and an accumulated deficit

of $ 163,983 as of September 30, 2024.

As a development stage issuer, the Company

has not yet commenced its mining operations and accordingly does not generate any revenue.

As of September 30, 2024, the Company

had cash of $ 150 , which will not be sufficient to

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

fund normal operations or the repayment of the April 2024 Notes (as further

discussed in Note 5b) for the next twelve months.

These conditions and events raise substantial doubt about the Company’s

ability to continue as a going concern.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

In response to these

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

As disclosed in Note 11, on April 12, 2024, the

Company closed a private placement which resulted in the receipt of net proceeds of $ 6,935 , after giving effect to certain fees but

before estimated offering expenses.

In addition, subject to the conditions discussed in Note 11, NioCorp expects to have

access to up to $61,189 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the

“Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund

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

In addition, the Company may

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

it will be able to do so in the future.

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

Facility Financing Agreement, the Company did not have any further funding commitments or arrangements for additional

financing as of March 31, 2024.

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

to market conditions, and are not within the Company’s control and therefore cannot be deemed probable.

Company will be required to raise additional funds for the construction and commencement of operations.

As a result, the

Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to

continue as a going concern.

These interim condensed consolidated

financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts

or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

ACCOUNTS PAYABLE AND ACCRUED

In response to these conditions

and events, the Company plans to obtain additional financing.

As disclosed in Note 12, in November 2024 the Company closed an underwritten

public offering (the “November 2024 Registered Offering”) and a non-brokered private placement (the “November

2024 Private Offering”, and together with the November 2024 Registered Offering, the “November Offerings”) which

resulted in the receipt of net proceeds of $ 6,000 , after giving effect to certain fees but before estimated underwriting discounts and offering

In addition, NioCorp expects to have access to up to $58,577 in net proceeds from the Standby Equity Purchase Agreement,

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

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

The Company may pursue

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

able to do so in the future.

Other than the funds received from the November Offerings, and the potential issuance of Common Shares

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

for additional financing as of September 30, 2024.

The Company’s plans to obtain additional financing have not been finalized,

are subject to market conditions, and are not within the Company’s control and therefore cannot be deemed probable.

the Company will be required to raise additional funds for the construction and commencement of operations.

As a result, the Company

has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as

a going concern.

interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification

of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities

September 30,

Accounts payable, trade

Trade payable accruals

Income taxes payable

Environmental accruals

1 unchanged sentence

Total accounts payable and accrued liabilities

The unsecured convertible debentures

(the “Convertible Debentures”) issued to Yorkville pursuant to the Securities Purchase Agreement, dated January 26,

2023 (as amended, the “Yorkville Convertible Debt Financing Agreement”), between the Company and Yorkville, have a

maturity date of September 17, 2024 , and are classified as a current liability as of December 31, 2023.

Changes in the Convertible

Debentures are as follows:

Changes in the Convertible

Debentures are as follows:

Opening balance, June 30, 2023

Convertible Debenture

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

outstanding principal and accrued interest of $ 554 under the unsecured convertible debentures (the “Convertible Debentures”)

issued to Yorkville pursuant to the Securities Purchase Agreement, dated January 26, 2023 (the “Yorkville Convertible Debt Financing

Agreement”), into Common Shares in exchange for a $ 95 make-whole payment.

The Company recorded a gain on extinguishment of $ 19

as part other gains in the condensed consolidated statements of operations and comprehensive loss.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

change in the Convertible Debentures is presented below:

For the Three Months Ended September 30, 2024

Balance at June 30, 2024

Accretion expense

Principal and accrued interest converted

Balance, March 31, 2024

Unamortized debt issuance costs

Remaining principal balance, March 31, 2024

Based on the Company’s

closing Common Share price of $ 2.72 as of March 31, 2024, conversion of the remaining Convertible Debenture balance, including

accrued interest, would require the issuance of approximately 714,900 Common Shares.

For each $ 0.10 change in the fair value of

one Common Share, the total shares the Company would be obligated to issue would change by approximately 27,300 shares.

Principal and interest converted

Balance, September 30, 2024

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

For the Three Months

Ended September 30,

Component of Interest Expense

Contractual interest

Amortization of discount and issuance costs

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

Yorkville, the “April 2024 Purchasers”) $ 8.0 million aggregate principal amount of unsecured notes (the “April

2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”),

between the Company and each of the April 2024 Purchasers.

The Company also issued to the April 2024 Purchasers, in proportion

to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”)

to purchase up to 615,385 Common Shares, which are equal to 25 % of the aggregate principal amount of April 2024 Notes issued to

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

stock split or recapitalization.

change in the April 2024 Notes is presented below:

the Three Months Ended September 30, 2024

Fair value at June 30, 2024

Principal payments

Change in fair value

Balance, September 30, 2024

Remaining Principal Balance, September 30, 2024

change in the April 2024 Warrant liability is presented below:

the Three Months Ended September 30, 2024

Fair value at June 30, 2024

Change in fair value

Balance, September 30, 2024

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

2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together

with the Yorkville Consent, the “September Consents”) to the April 2024 Notes issued and sold to Lind II pursuant

to the April 2024 Purchase Agreement.

The September Consents, among other things, reduced the amounts due to the April 2024 Purchasers

on September 1, 2024 by an aggregate of $ 1,176 to an aggregate of $ 336 , increased the amounts due to the April 2024 Purchasers

on December 1, 2024 by an aggregate of $ 1,176 , and prospectively waived any term of the April 2024 Notes that would otherwise

be triggered upon a failure of the Company to pay to the April 2024 Purchasers the remainder of the amount due on September 1,

Except as modified by the September Consents and the October Consents (as defined below), as discussed in Note 12, the terms

of the April 2024 Notes as previously disclosed are unchanged.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

CLASS B COMMON STOCK OF

The shares of Class B common

stock of Elk Creek Resource Corporation (“ECRC”), an indirect, majority-owned subsidiary of NioCorp formerly known

as GX Acquisition Corp.

II (“GXII”), include rights under which the holders may exchange such shares into Common Shares,

and certain of such shares are subject to certain vesting conditions (the “Earnout Shares”).

These Earnout Shares

were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

September 30, 2024

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

B COMMON STOCK OF ECRC

shares of Class B common stock of ECRC, an indirect, majority-owned subsidiary

of NioCorp formerly known as GX Acquisition Corp.

II (“GXII”), include rights under which the holders may exchange

such shares into Common Shares, and certain of such shares are subject to certain vesting conditions (the “Earnout Shares”).

These Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

Key Valuation Input

March 31, 2024

June 30, 2023

September 30,

Closing Common Share price

2 unchanged sentences

March 17, 2033

Implied volatility of Public Warrants

Risk-free rate

The following table sets forth

a summary of the changes in the fair value of the Earnout Shares liability for the three- and nine-month periods ended March 31,

For the Three Months

Ended March 31, 2024

For the Nine Months

Ended March 31, 2024

Fair value at beginning of period

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three-month period

ended September 30, 2024:

For the Three Months Ended September 30, 2024

Fair value at June 30, 2024

Change in fair value

Fair value at March 31, 2024

COMMON SHARES

On September 1, 2023, the

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

“September 2023 Units”).

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

$ 4.00 , for total gross proceeds to the Company of $ 1,000 .

Each September 2023 Unit consists of one Common Share and one Warrant

(“September 2023 Warrant”).

Each September 2023 Warrant entitles the holder to acquire one Common Share at a price

of $ 4.60 at any time prior to September 1, 2025.

Proceeds of the September 2023 Private Placement will be used for continued advancement

of the Elk Creek Project and for working capital and general corporate purposes.

The September 2023 Warrants

were classified as an equity instrument and accordingly, the net proceeds of $ 962 were allocated based on the relative fair values

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

The amount allocated to the fair value of the September

2023 Warrants was $ 254 and the balance of the proceeds of $ 708 was allocated to the Common Shares.

The fair value of the September

2023 Warrants issued was computed using the Black Scholes pricing model using the following assumptions:

an expected life of 2.0

years, a risk-free interest rate of 4.85 %, an expected volatility of 71.63 %, and an expected dividend rate of 0 %.

On December 22, 2023, the

Company closed a non-brokered private placement (the “December 2023 Private Placement”) of 413,432 units of the Company

(the “December 2023 Units”).

Each December 2023 Unit consists of one Common Share and one Warrant (“December

2023 Warrant”).

Each December 2023 Warrant entitles the holder to acquire one Common Share at a price of $ 3.54 at any time

until December 22, 2025.

274,587 of the December 2023 Units were issued and sold to certain accredited investors, who are not affiliated

with the Company but with whom the Company had a pre-existing relationship, at a price of $ 3.08 per December 2023 Unit, and 138,845

of the December 2023 Units were issued and sold to certain officers and directors of the Company (the “Insider Investors”),

at a price of $ 3.205 per December 2023 Unit.

The price per December 2023

Fair value at September 30, 2024

Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the three months ended

September 30, 2024:

Common Shares Issued

Gross Funds Received

Market Value of Shares Issued

August 28, 2024

September 3, 2024

September 6, 2024

September 16, 2024

September 19, 2024

September 25, 2024

(Gain)/loss on issuance

represents a non-cash amount equal to the difference between the proceeds received and the fair value of the Common Shares issued

based on the Nasdaq Stock Market LLC (the “Nasdaq”) closing price per Common Share on the issuance date and is recorded

in other operating expenses in the condensed consolidated statement of operations and comprehensive loss.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

Unit paid by the Insider Investors included $0.125 per

December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors which allowed the Insider Investors

to participate in the December 2023 Private Placement in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”).

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

Proceeds of the

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

corporate purposes.

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

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

The December 2023 Warrants

were classified as an equity instrument and accordingly, the estimated net proceeds of $1,241 were allocated based on the relative

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

The amount allocated to the fair value

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

The fair value

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

life of 2.0 years, a risk-free interest rate of 4.33 %, an expected volatility of 54.8 %, and an expected dividend rate of 0 %.

In connection with the closing

of the previously disclosed business combination transaction (the “Transaction”) on March 17, 2023 (the “Transaction

Closing”), 4,565,808 shares of Class B common stock of ECRC were vested as of the Transaction Closing (the “Vested

Shares”) and are exchangeable for Common Shares on a one-for-one basis at any time, and from time to time, until the tenth

anniversary of the Transaction Closing.

On February 29, 2024, 243,692 Vested Shares were exchanged for an equivalent number of

Common Shares.

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

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

Accordingly, the carrying amount of the

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

booked to equity.

The Company issued the following

Common Shares under the Yorkville Equity Facility Financing Agreement during the nine months ended March 31, 2024:

Common Shares

Market Value of

Shares Issued

September 30, 2024

September 18, 2023

November 30, 2023

February 28, 2024

March 7, 2024

March 14, 2024

Loss on transaction represents

a non-cash expense equal to the difference between the proceeds received and the fair value of the Common Shares issued based on

the Nasdaq closing price per Common Share on the issuance date and is recorded in other operating expenses in the consolidated

statement of operations and comprehensive loss.

b) Stock Options

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

Schedule of stock option

Number of Options

Weighted Average

Exercise Price

Balance, June 30, 2023

Expired/forfeited

Balance, March 31, 2024

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

The following table summarizes information

about Options outstanding at March 31, 2024:

Exercise Price

Intrinsic Value

December 17, 2024

March 27, 2026

February 15, 2029

The aggregate intrinsic value

in the preceding table represents the total intrinsic value, based on the Company’s closing share price of $2.72 as of March

31, 2024, which would have been received by the option holders had all option holders exercised their Options as of that date.

On February 15, 2024, the Company

granted 1,625,000 Options at a fair value price of $2.99 per Option, based on a Black-Scholes model with an average risk-free rate

of 4.25%, average share price volatility of 63.2%, and a five-year expected option life.

Prior to January 1, 2024, the

Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718) , Options previously issued on December

31, 2021, May 30, 2022, and March 27, 2023, which included a C$ strike price should remain equity-classified as management determined

that the Options qualified for an exemption from liability classification as the Options were denominated in a currency in which

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

Effective January 1, 2024, the Company determined that

due to historically decreasing trading volume on the Toronto Stock Exchange (the “TSX”), this exemption no longer

applied and accordingly, these Options were classified as a liability based on their fair values on that date.

The Company recorded

a mark-to-market gain of $195 in other operating expenses related to these option liabilities for the three-month period ended

March 31, 2024.

On March 28, 2024, the Company’s

Board of Directors (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.

Based on this amendment, the Company re-classified these Options to equity on March 28, 2024, based on their fair

value on that date.

Schedule of warrant transactions

Exercise Price

Average Remaining Life

Balance, June 30, 2024

Balance, March 31, 2024

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

31, 2024, the Company had outstanding exercisable Warrants, as follows:

Cancelled/expired

Balance, September 30, 2024

transactions are summarized as follows.

Weighted average exercise prices related to Canadian dollar denominated warrants were

converted to U.S.

dollars using end of period foreign currency exchange rates.

of warrant transactions

Number of Warrants

Weighted Average Exercise Price

Balance, June 30, 2024

Balance, September 30, 2024

September 30, 2024, the Company had outstanding exercisable Warrants, as follows:

Exercise Price

June 30, 2024

February 19, 2025

1 unchanged sentence

December 22, 2025

June 24, 2026

April 12, 2027

March 17, 2028

These Warrants expire in equal monthly tranches from April 17, 2024 through September 17, 2024

September 17, 2028

March 17, 2023, the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination

Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd.

In connection with the

closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement

governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment

agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp

Assumed Warrants”).

The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “Public Warrants”)

in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the

“Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per

1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and

No fractional shares will be issued upon exercise of any Private Warrants, and fractional shares that would

otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share.

In no event will the

Company be required to net cash settle any Private Warrant.

Private Warrants:

In connection with the Transaction

Closing, the Company assumed GXII’s obligations under the agreement governing the GXII Warrants, as amended by an assignment,

assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626

Warrants (the “NioCorp Assumed Warrants”).

The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “Public

Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Transaction Closing and (b) 5,666,667 NioCorp

Assumed Warrants (the “Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

Each Private Warrant entitles

the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject

to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like).

No fractional shares will be

issued upon exercise of any Private Warrants, and fractional shares that would otherwise be due to the exercising holder will be

rounded down to the nearest whole Common Share.

In no event will the Company be required to net cash settle any Private Warrant.

The Private Warrants:

be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company,

in either case as long as the Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed

in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant Agreement, any Private Warrants that

are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as Public Warrants.

The Company classifies Private

Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points.

The following observable data points were used in calculating the fair value of the Private Warrants using a Black Scholes pricing

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not

be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their

permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant

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

are treated as Public Warrants.

Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are

based on observable data points.

The following observable data points were used in calculating the fair value of the Private Warrants

using a Black Scholes pricing model:

Key Valuation Input

Share price on valuation date

September 30,

Closing Common Share price

Implied volatility of Public Warrants

2 unchanged sentences

Expected warrant life in years

change in the Private Warrants liability is presented below:

For the Three Months Ended September 30, 2024

Fair value at June 30, 2024

Change in fair value

Fair value at September 30, 2024

Consent Warrants

consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the

“Lind Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind III”), Lind III

received, amongst other things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on

September 17, 2024, the closing trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange

on which such shares may then be listed, is less than C$10.00, subject to adjustments.

The number of Contingent Consent Warrants

to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to U.S.

dollar exchange rate

as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date

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

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

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 III.

Each Contingent Consent Warrant is exercisable for one Common Share

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

The number of Contingent

Consent Warrants issued was based on $ 5,000 divided by the five-day volume weighted average price of the Common Shares on September 16,

The Company valued the Contingent Consent Warrants at $2,262 based on a Black Scholes valuation with the following inputs:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

The change in the Private Warrants

liability is presented below:

For the Three Months

Ended March 31, 2024

For the Nine Months

Ended March 31, 2024

Fair value at beginning of period

Change in fair value

Fair value at March 31, 2024

Contingent Consent Warrants

As consideration for entering

into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”),

between the Company and Lind Global Asset Management III, LLC (“Lind”), Lind received, amongst other things, the right

to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, 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, subject

to adjustments.

The number of Contingent Consent Warrants to be issued, if any, is based on the Canadian dollar equivalent (based

on the then current Canadian to U.S.

dollar exchange rate as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume

weighted average price of the Common Shares on the date of issuance.

Further, the number of Contingent Consent Warrants issued

will be proportionately adjusted based on the percentage of Warrants currently held by Lind that are exercised, if any, prior to

the issuance of any Contingent Consent Warrants.

The Contingent Consent Warrants

are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation pricing model, which calculates

multiple potential outcomes for future share prices based on historic volatility of the Common Shares to determine the probability

of issuance at 18 months following the applicable valuation date and to determine the value of the Contingent Consent Warrants.

The following table discloses the primary inputs into the Monte Carlo model at the balance sheet date and the probability of issuance

calculated by the model .

September 30, 2024

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

The Company valued the Contingent Consent Warrants at $2,262 based on a Black Scholes valuation with the following inputs:

Key Valuation Input

Share price on valuation date

September 17,

Closing Common Share price

Historic equity volatility

Risk-free rate

Probability of issuance

The change in the fair value

of the Contingent Consent Warrants is presented below:

For the Three Months

Ended March 31, 2024

For the Nine Months

Ended March 31, 2024

Fair value at beginning of period

Change in fair value

Fair value at March 31, 2024

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

Company recognized a gain of $103 on the issuance of the Contingent Consent Warrants.

This gain was recorded as a part of other

gains in the condensed consolidated statements of operations and comprehensive loss.

RELATED PARTY TRANSACTIONS

On September 11, 2024, the

Company and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into a loan agreement (the

“Smith Loan Agreement”), which provides for a $ 2,000 non-revolving, multi-draw credit facility (the “Smith Loan”).

The Smith Loan has an interest rate of 10 % per annum, calculated monthly in arrears, through the date of repayment of the Smith Loan.

The Company can pre-pay

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

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

under the Smith Loan Agreement will be subject to an early payment fee of 2.5 % of the value of any such payment.

The Smith Loan is secured by all of the Company’s assets pursuant to a general security agreement between the Company and Mr.

Smith dated September 11, 2024.

As of September 30, 2024, the principal amount outstanding under the Smith Loan was $ 33 and accounts payable and accrued liabilities as of September 30, 2024, included $ 29 of loan origination fees payable to Mr.

Additional drawdowns totaling $ 471 were received subsequent to September 30, 2024.

On November 6, 2024, the Company repaid $ 250 of the interest and principal outstanding under the Smith Loan, and $ 28 related to the loan origination fees payable.

EXPLORATION EXPENDITURES

Schedule of exploration expenditures

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

For the Three Months Ended September 30,

Technical studies and engineering

3 unchanged sentences

Company incurred lease costs as follows:

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

For the Three Months Ended September 30,

Operating Lease Cost:

4 unchanged sentences

Net lease cost – other operating expense

The maturities of lease liabilities

are as follows at March 31, 2024:

maturities of lease liabilities are as follows at September 30, 2024:

Future Lease Maturities

Total remaining lease payments

4 unchanged sentences

VALUE MEASUREMENTS

The following tables present

information about the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2024, and June

30, 2023, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical

Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest

rates, and yield curves.

Fair values determined by Level 3 inputs are unobservable data points for the financial instrument and

include situations where there is little, if any, market activity for the instrument.

following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as

of September 30, 2024, and June 30, 2024, respectively, and indicate the fair value hierarchy of the valuation techniques the

Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted)

in active markets for identical instruments.

Fair values determined by Level 2 inputs utilize data points that are observable,

such as quoted prices, interest rates, and yield

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

September 30, 2024

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

Fair values determined by Level 3 inputs are unobservable data points

for the financial instrument and include situations where there is little, if any, market activity for the instrument.

Schedule of fair values determined by level 3 inputs are unobservable data

As of March 31, 2024

As of September 30, 2024

Cash and cash equivalents

Investment in equity securities

April 2024 notes

Earnout Shares liability

3 unchanged sentences

Investment in equity securities

April 2024 notes

Earnout Shares liability

Warrant liabilities

The Convertible

Debentures discussed in Note 5 were initially recorded at fair value, which represented a nonrecurring fair value measurement

using a Level 3 input.

At March 31, 2024, the estimated fair value of this instrument approximated carrying value given that the

instrument was issued in March 2023 and has a short time period until maturity.

On April 12, 2024, the Company

issued and sold to Yorkville and Lind Global Fund II LP (together with Yorkville, the “April 2024 Purchasers”), in

a private placement (the “April 2024 Private Placement”), $8,000 aggregate principal amount of unsecured notes (the

“April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase

Agreement”), between the Company and each of the April 2024 Purchasers.

Pursuant to the terms of the April 2024 Notes, subject

to certain exceptions, on the first day of each calendar month, beginning on June 1, 2024 (excluding August 2024) (the “Payment

Date”), the Company will be required to repay a portion of the outstanding balance of all of the April 2024 Notes, on a pro-rata

basis, in an amount equal to the sum of (i) $1,400 of principal (or the outstanding principal if less than such amount) in the

aggregate among all of the outstanding Notes, plus (ii) 8.0% of the principal amount being paid (the “Payment Premium”),

and (iii) accrued and unpaid interest, if any, as of the Payment Date.

The Company is required to make payments on each Payment

Date until the entire outstanding principal is repaid but will not have an obligation to make a payment on a Payment Date if certain

equity conditions (the “Equity Conditions”) are satisfied.

The Company also issued to the

April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser,

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

which are equal to 25 % of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the

exercise price of $ 3.25 , subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2024

(expressed in thousands of

dollars, except per share amounts or as otherwise stated) (unaudited)

Pursuant to the April 2024 Purchase

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

to the April 2024 Purchasers of $ 8,000 aggregate principal amount of the April 2024 Notes and April 2024 Warrants.

Proceeds from the April 2024

Private Placement will be used for general working capital purposes, including for accounts payable, other payables and operating

expenses, and to satisfy the fees and expenses incurred in connection with the Private Placement.

Subject to certain limitations

contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the principal amount of, accrued

and unpaid interest, if any, and any Payment Premium that has become due and payable on each April 2024 Note, from time to time

over their term, into a number of Common Shares equal to the quotient of the amount being converted divided by a fixed conversion

price of $ 2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April 2024 Warrant Shares, the “April

2024 Underlying Shares”).

As noted above, the Company

is required to make payments on each Payment Date until the entire outstanding principal is repaid, but will not have an obligation

to make a payment on a Payment Date if the Equity Conditions are satisfied.

The Equity Conditions means (i) on each of the five

consecutive trading days prior a Payment Date (the “Measuring Period”) the Underlying Shares Registration Statement

(as defined below) is effective and available for the resale by the Purchasers of all Underlying Shares, (ii) the Company has no

knowledge of any fact that would cause the Underlying Shares Registration Statement not to be effective and available for the resale

of the Underlying Shares, (iii) on each day during the Measuring Period, the Common Shares are designated for quotation on Nasdaq,

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

is the principal U.S.

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

Market”), and have not been suspended

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

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

dollar volume-weighted average

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

Market as reported by Bloomberg Financial Markets is greater

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

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

The April 2024 Notes are the

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

The April 2024 Notes will incur a simple interest rate

obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of default).

The outstanding

principal amount of, accrued and unpaid interest, if any, on, and the Payment Premium, if any, on the April 2024 Notes must be

paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes at their stated maturity,

upon their redemption or otherwise.

The April 2024 Notes may also

be redeemed at the Company’s option at any time and from time to time over their term at a redemption price equal to the

principal amount being redeemed, plus the Payment Premium, plus accrued and unpaid interest, if any, as of the redemption date.

The Company and the Purchasers

also entered into a registration rights agreement (the “April 2024 Registration Rights Agreement”) pursuant to which

the Company has agreed to file with the SEC a registration statement (the “April 2024 Underlying Shares Registration Statement”)

registering the resale by the Purchasers of the April 2024 Underlying Shares under the Securities Act of 1933 (the “Securities

Act”), as soon as practicable but no later than May 15, 2024, and to use its reasonable best efforts to have the April 2024

Underlying Shares Registration Statement declared effective as soon as practicable after the filing thereof, but in no event later

than the 60th calendar day following the filing date thereof.

The Company further agreed to use its reasonable best efforts to

cause the April 2024 Underlying Shares Registration Statement to remain continuously effective for a period that will terminate

upon the first date on which all of the April 2024 Underlying Shares may be sold without restriction, including volume and manner-of-sale

restrictions, pursuant to Rule 144 under the Securities Act or have been sold by April 2024 Purchasers.

The Company also granted

to the Purchasers certain demand rights for underwritten shelf takedowns and piggyback registration rights with respect to the

April 2024 Underlying Shares.

SUBSEQUENT EVENTS

The October Yorkville

October 3, 2024, NioCorp entered into (i) a consent and waiver (the “October Yorkville Consent”) to the April 2024

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

the October Yorkville Consent, the “October Consents”) to the April 2024 Notes issued and sold to Lind II pursuant

to the April 2024 Purchase Agreement.

The October Consents, among other things, extended the maturity date to January 31, 2025,

reduced the amounts due to the April 2024 Purchasers on October 1, 2024 by an aggregate of $ 1,176 to an aggregate of $ 336 and

deferred such amounts due to the April 2024 Purchasers until January 1, 2025, and prospectively waived any term of the April 2024

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

amount due on October 1, 2024.

Except as modified by the September Consents, as discussed in Note 5b, and the October Consents,

the terms of the April 2024 Notes as previously disclosed are unchanged.

The November 2024 Offerings

On November 5, 2024, the Company closed the November 2024 Registered Offering, pursuant to the underwriting

agreement, dated November 3, 2024 (the “Underwriting Agreement”), with Maxim Group LLC, as underwriter (the “Underwriter”),

which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”) to purchase up to an

additional 1,672,090 Common Shares and 836,045 Warrants (the “Series B Public Warrants” and, together with the Series

A Public Warrants, the “November Public Warrants”) to purchase up to an additional 836,045 Common Shares.

Share was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering

price of $1.57.

The gross proceeds from the November 2024 Registered Offering were approximately $2,500 before deducting underwriting

discounts and offering expenses.

The Company entered into a warrant agency agreement with Computershare Inc.

and its affiliate,

Computershare Trust Company, N.A., together as warrant agent, setting forth the terms and conditions of the November Public Warrants.

The Series A Public Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will

expire on November 5, 2026.

The Series B Public Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable

beginning six months and one day from the date of issuance, and will expire on November 5, 2029.

In addition, pursuant to the Underwriting

Agreement, the Company granted the Underwriter a 45-day over-allotment option to purchase (i) 238,853 additional Common Shares

and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares.

“Option Warrant”

means one Series A Public Warrant combined with one-half of one Series B Public Warrant.

On November 4, 2024, the Underwriter partially

exercised its over-allotment option to purchase 79,734 additional Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts, discussed above, issued at closing of the November 2024 Registered Offering.

As of September 30, 2024,

the Company had accrued $ 459 of third-party costs related to the November 2024 Registered Offering.

These costs were deferred until

the closing of the November 2024 Registered Offering, at which time all costs incurred were charged against the related share capital

On November 13, 2024, the Company closed the November 2024 Private Offering, pursuant to binding subscription

agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602 units of the Company (the

Each Unit consists of one Common Share, one Warrant (collectively, the “Series A Private Warrants”)

to purchase one Common Share and one-half of one Warrant to purchase one-half of one Common Share (collectively, the “Series

B Private Warrants”).

Each Unit was issued and sold at a price of $1.57.

The gross proceeds of the November 2024 Private

Offering were approximately $3,500 before deducting offering expenses.

Certain directors and officers of the Company purchased

November 2024 Units at a price of $1.7675 per Unit, which price includes $0.125 per Private Warrant and allows such directors and

officers to participate in the November 2024 Private Offering in accordance with the rules of the Nasdaq.

The Series A Private

Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November

The Series B Private Warrants have an exercise price of $ 2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of

issuance, and will expire on November 13, 2029.

NioCorp currently intends to use the net proceeds from

the November Offerings for working capital and general corporate purposes, including to (i) advance its efforts to launch construction

the Elk Creek Project and move it to commercial operation and (ii) repay the amount outstanding under the Smith Credit Facility.

The Smith Loan will continue to be available to the Company following the close of the November Offerings.

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-Q

Item 1. Financial Statements