What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-11-13 compared with 2024-05-02 · 577 added, 603 removed, 26 unchanged (98% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis

should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included

elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission

(the “SEC”) for the year ended June 30, 2023, which have been prepared in accordance with generally accepted accounting

principles in the United States (“U.S.

This discussion and analysis contains forward-looking statements

and forward-looking information that involve risks, uncertainties, and assumptions.

Our actual results may differ materially from

those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to,

those set forth elsewhere in this Quarterly Report on Form 10-Q.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements

and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the “SEC”) for the year ended June 30, 2024 filed on September 23, 2024 (the “Annual

Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United

States (“U.S.

This discussion and analysis contains forward-looking statements and forward-looking information

that involve risks, uncertainties, and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking

statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly

Report on Form 10-Q.

See “Note Regarding Forward-Looking Statements” below.

All currency amounts are stated in U.S.

currency amounts are stated in U.S.

dollars unless noted otherwise.

As used in this report, unless the context

otherwise indicates, references to “we,” “our,” the “Company,” “NioCorp,” and “us”

refer to NioCorp Developments Ltd.

and its subsidiaries, collectively.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and

the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities

legislation (collectively, “forward-looking statements”).

Such forward-looking statements concern our anticipated results

and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s

financial resources, and other events or conditions that may occur in the future.

Forward-looking statements have been based

upon our current business and operating plans, as approved by the Company’s Board of Directors, and may include statements

regarding the anticipated benefits of the transactions (the “Transactions”) contemplated by the previously disclosed

Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company,

GX Acquisition Corp.

II and Big Red Merger Sub Ltd, including NioCorp’s ability to access the full amount of the expected

net proceeds of 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;

NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United

States (“EXIM”);

anticipated benefits of the listing of NioCorp’s common shares, without par value (the “Common

Shares”), on The Nasdaq Stock Market LLC (“Nasdaq”);

the financial and business performance of NioCorp;

anticipated results and developments in the operations of NioCorp in future periods;

NioCorp’s planned exploration and development

used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, references to “we,” “our,”

the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd.

and its subsidiaries,

collectively.

Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning

of applicable Canadian securities legislation (collectively, “forward-looking statements”).

Such forward-looking statements

concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities,

the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking

statements have been based upon our current business and operating plans, as approved by the Company’s Board of Directors,

and may include statements regarding the anticipated benefits of the transactions (the “2023 Transactions”) contemplated

by the previously disclosed Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”),

among the Company, GX Acquisition Corp.

II and Big Red Merger Sub Ltd, including NioCorp’s ability to access the full amount

of the expected net proceeds of 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”);

the anticipated benefits of the November Offerings (as defined below);

NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of

the United States (“EXIM”);

anticipated benefits of the listing of the Common Shares, no par value, of the Company

(“Common Shares”) on The Nasdaq Stock Market LLC (“Nasdaq”);

the financial and business performance of

NioCorp’s anticipated results and developments in the operations of NioCorp in future periods;

planned exploration activities;

the adequacy of NioCorp’s financial resources;

NioCorp’s ability to secure sufficient project financing

to complete construction and commence operation of the Elk Creek Project;

NioCorp’s ability to secure sufficient

project financing to complete construction and commence operation of the Company’s niobium, scandium and titanium project

(the “Elk Creek Project”) located in southeastern Nebraska;

NioCorp’s expectation and ability to produce niobium,

scandium, and titanium at the Elk Creek Project;

NioCorp’s plans to produce and supply specific products and market demand

for those products;

the outcome of current recovery process improvement testing, and NioCorp’s expectation that such process

improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;

anticipated benefits of the agreement

with Brunel University London;

the Elk Creek Project’s ability to produce multiple critical metals;

the Elk Creek Project’s

projected ore production and mining operations over its expected mine life;

the completion and content of an updated technical

report for the Elk Creek Project;

the completion of technical and economic analyses on the potential addition of magnetic rare

earth oxides to NioCorp’s planned product suite;

anticipated benefits of the electrification of access to the Elk Creek Project

the exercise of options to purchase additional land parcels;

the execution of contracts with engineering, procurement

and construction companies;

the advancement of offtake discussions with potential customers;

NioCorp’s ongoing evaluation

of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model;

creation of full time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking statements are frequently,

but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,”

“estimates,” “potential,” “possible,” and similar expressions, or statements that events,

or results “will,” “may,” “could,” or “should” (or the negative and grammatical

variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions with respect to predictions,

expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using

words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates”

or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain

actions, events, or results “may,” “could,” “would,” “might,” or “will”

be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Such forward-looking

statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown

risks, uncertainties, and assumptions.

Many factors could cause actual results, performance, or achievements to be materially different

from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including,

among others, risks related to the following:

NioCorp’s ability to recognize the anticipated benefits of the Transactions,

including NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing

Agreement through April 1, 2026;

NioCorp’s ability to recognize the anticipated benefits of the April 2024 Private Placement;

unexpected costs related to the Transactions;

the outcome of any legal proceedings that may be instituted against NioCorp following

closing of the Transactions;

NioCorp’s ability to receive a final commitment of financing from EXIM on the anticipated timeline,

on acceptable terms, or at all, including the timing for EXIM’s initial due diligence findings;

NioCorp’s ability to

continue to meet Nasdaq listing standards;

scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project;

NioCorp’s plans to produce

and supply specific products and market demand for those products;

the outcome of current recovery process improvement testing

and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp’s expectation

that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;

Creek Project’s ability to produce multiple critical metals;

the Elk Creek Project’s projected ore production and

mining operations over its expected mine life;

the completion of technical and economic analyses on the potential addition of

magnetic rare earth oxides to NioCorp’s planned product suite;

NioCorp’s updating its technical report for the Elk

Creek Project;

statements with respect to the estimation of mineral resources and mineral reserves;

the exercise of options to

purchase additional land parcels;

the execution of contracts with engineering, procurement and construction companies;

ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic

and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking

statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,”

“intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements

that events, conditions, or results “will,” “may,” “could,” or “should” (or the

negative and grammatical variations of any of these terms) occur

or be achieved.

Any statements that express or involve discussions

with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance

(often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,”

“anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,”

or stating that certain actions, events, or results “may,” “could,” “would,” “might,”

or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on

acceptable terms or at all;

NioCorp’s ability to service its existing debt and meet the payment obligations thereunder;

the future price of metals;

the stability of the financial and capital markets;

and current estimates and assumptions regarding

the 2023 Transactions and their benefits.

Such forward-looking statements reflect the Company’s current views with respect

to future events and are subject to certain known and unknown risks, uncertainties, and assumptions.

Many factors could cause

actual results, performance, or achievements to be materially different from any future results, performance, or achievements

that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following:

NioCorp’s ability to use the net proceeds of the November Offerings in a manner that will increase the value of shareholders’ investment;

NioCorp’s ability to operate as a going concern;

risks relating to the Common

Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood any of the foregoing;

NioCorp’s requirement of significant additional capital;

ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms or at all;

ability to receive a final commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all;

ability to recognize the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount

of the expected net proceeds under the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability to continue to meet

Nasdaq listing standards;

risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution

or the perception of the likelihood of any of the foregoing;

the extent to which NioCorp’s level of indebtedness and/or

the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing Agreement may

impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all;

covenants contained in agreements

with NioCorp’s secured creditors that may affect its assets;

the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing Agreement

may impair NioCorp’s ability to obtain additional financing;

covenants contained in agreements with NioCorp’s secured

creditors that may affect its assets;

NioCorp’s limited operating history;

NioCorp’s history

the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate

such material weaknesses and the timing of remediation;

the possibility that NioCorp may qualify as a “passive foreign investment

company” (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

the potential

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

federal income tax consequences as a

result of the application of Section 7874 and related sections of the Code;

cost increases for NioCorp’s exploration and,

if warranted, development projects;

a disruption in, or failure of, NioCorp’s information technology systems, including those

related to cybersecurity;

NioCorp’s history of losses;

weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses

and the timing of remediation;

the possibility that NioCorp may qualify as a “passive foreign investment company”

(“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

the potential that the 2023

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

federal income tax consequences as a result of

the application of Section 7874 and related sections of the Code;

cost increases for NioCorp’s exploration and, if warranted,

development projects;

a disruption in, or failure of, NioCorp’s information technology systems, including those related

to cybersecurity;

equipment and supply shortages;

variations in the market demand for, and prices of, niobium, scandium,

titanium and rare earth products;

variations in the market demand for, and prices of, niobium, scandium, titanium

and rare earth products;

current and future offtake agreements, joint ventures, and partnerships;

NioCorp’s ability

to attract qualified management;

the effects of global health crises on NioCorp’s business plans, financial condition and

NioCorp’s ability to attract

qualified management;

estimates of mineral resources and reserves;

mineral exploration and production activities;

feasibility study results;

study results;

the results of metallurgical testing;

the results of technological research;

changes in demand for and price of commodities (such

as fuel and electricity) and currencies;

changes in demand for and price of

commodities (such as fuel and electricity) and currencies;

competition in the mining industry;

changes or disruptions in the securities markets;

legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the

mining industry;

the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience

in the face of potential impacts from climate change;

the need to obtain permits and comply with laws and regulations and other

regulatory requirements;

changes or disruptions in the securities

legislative, political or economic developments, including changes in federal and/or state laws that may significantly

affect the mining industry;

the impacts of climate change, as well as actions taken or required by governments related to strengthening

resilience in the face of potential impacts from climate change;

the need to obtain permits and comply with laws and regulations

and other regulatory requirements;

the timing and reliability of sampling and assay data;

the possibility that actual results of work may

differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects;

risks of accidents,

equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;

the possibility of cost overruns

or unanticipated expenses in development programs;

operating or technical difficulties in connection with exploration, mining,

or development activities;

the management of the water balance at the Elk Creek Project site;

land reclamation requirements related

to the Elk Creek Project;

the speculative nature of mineral exploration and development, including the risks of diminishing quantities

of grades of reserves and resources;

the possibility that actual results

of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects;

of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;

the possibility of

cost overruns or unanticipated expenses in development programs;

operating or technical difficulties in connection with exploration,

mining, or development activities;

management of the water balance at the Elk Creek Project site;

land reclamation requirements

related to the Elk Creek Project;

the speculative nature of mineral exploration and development, including the risks of diminishing

quantities of grades of reserves and resources;

claims on the title to NioCorp’s properties;

potential future litigation;

and NioCorp’s

lack of insurance covering all of NioCorp’s operations.

Should one or more of these risks or uncertainties

materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.

Forward-looking

statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future

events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties,

and other factors, including without limitation those discussed under the heading “Risk Factors” in our Annual Report

on Form 10-K for the fiscal year ended June 30, 2023, as well as other factors described elsewhere in this report and the Company’s

other reports filed with the SEC.

The Company’s forward-looking statements

contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date

of this report.

The Company does not assume any obligation to update forward-looking statements if circumstances or management’s

beliefs, expectations, or opinions should change, except as required by law.

For the reasons set forth above, investors should

not attribute undue certainty to, or place undue reliance on, forward-looking statements.

Qualified Person

All technical and scientific information

that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and

approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer.

Honan is a “Qualified Person”

as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and subpart 1300 of

Regulation S-K.

Company Overview

NioCorp is developing the Elk Creek Project,

located in southeast Nebraska.

The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and

titanium reserves and resources and disclosed rare earth mineral resources.

The Company is continuing technical and economic studies

around the rare earths contained in the Elk Creek Project’s mineral resources in order to determine whether extraction of

rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors.

is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines.

and NioCorp’s lack of insurance covering all of NioCorp’s operations.

one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may

vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s

forward-looking statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual

achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking

statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the

heading “Risk Factors” in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly

Report on Form 10-Q and the Company’s other reports filed with the SEC.

Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations,

and opinions of management as of the date of this Quarterly Report on Form 10-Q.

The Company does not assume any obligation to

update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except

as required by law.

For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance

on, forward-looking statements.

technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report

on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer.

is a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of Disclosure for

Mineral Projects and subpart 1300 of Regulation S-K.

is developing the Elk Creek Project, located in southeast Nebraska.

The Elk Creek Project is a development-stage property that

has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources.

The Company is

continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources

in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking

into account all relevant factors.

Niobium has developing applications in the formulation of solid-state lithium-ion batteries,

which may reduce charging times and increase battery safety.

Niobium is used to produce various superalloys that are extensively

used in high performance aircraft and jet turbines.

It also is used in High-Strength, Low-Alloy steel, a stronger steel used in

automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or

reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air

Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion

Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology

for high-reliability, distributed electricity generation.

Titanium is a component of various superalloys and other applications

that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others.

It also is used

in High-Strength, Low-Alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and

other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including

reduced fuel consumption and material usage and fewer air emissions.

Scandium can be combined with aluminum to make high-performance

alloys with increased strength and improved corrosion resistance.

Scandium also is a critical component of advanced solid oxide

fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation.

Titanium is a component

of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical

implants, and many others.

It also is used in pigments for paper, paint, and plastics.

Rare earths are critical to electrification

and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available.

Our primary business strategy is to advance

our Elk Creek Project to commercial production.

We are focused on obtaining additional funds to carry out our near-term planned

work programs associated with securing the project financing necessary to complete mine development and construction of the Elk

Creek Project.

Recent Corporate Events

Nanoscale Partnership

In May 2023, we announced an

aluminum-scandium (“Al-Sc”) master alloy initiative (the “Al-Sc master alloy initiative”), in partnership

with Boston-based Nanoscale Powders LLC (“Nanoscale”).

Al-Sc master alloy, which generally contains 2% by weight scandium,

is used to introduce scandium into aluminum for the purpose of producing various Al-Sc alloys, which generally contain a fraction

of a percent scandium by weight.

These alloys help to reduce weight, increase strength and corrosion resistance, and make the material

weldable in automotive and mass transit, aerospace, defense, space, and other systems.

Two of the three planned 1-kilogram ingots

were manufactured at a contract metallurgical facility operated by Creative Engineers in the quarter ended December 31, 2023.

third ingot was manufactured in the quarter ended March 31, 2024.

These trials were successful in producing an Al-Sc master alloy

with a 2% scandium content.

The technology is sensitive to the purity of the starting materials and requires isolation from oxygen

and moisture while manufacturing is conducted.

The Company is evaluating the costs and benefits associated with scaling up the

technology to larger ingots and conducting the manufacturing operations in a semi-continuous or continuous fashion.

is also evaluating other pathways for the manufacture of Al-Sc master alloy.

Brunel University London Agreement

On January 30, 2024, we announced

that the Company entered into an agreement with London-based Brunel University London, a leading research university focused on

the application of cast aluminum alloys globally, to develop innovative aluminum-scandium alloys and applications for use in the

automotive sector.

NioCorp has joined with the Brunel Centre for Advanced Solidification Technology to develop a range of innovative

aluminum alloys for the automotive sector.

These alloys will utilize scandium to enhance the performance of aluminum components

in order to facilitate:

Vehicle light weighting – developing aluminum-scandium alloys that reduce weight, increase automobile efficiencies, and reduce emissions;

Recycling – utilizing the performance-enhancing attributes of scandium to increase recyclability, creating sustainable low-carbon circular supply chains;

Cost Reduction – reducing manufacturing costs and waste through utilizing scandium to increase the strength, ductility, weldability, durability, surface finish, and corrosion resistance of critical aluminum components.

April 2024 Private Placement

On April 12, 2024, the Company entered

into the April 2024 Private Placement with the April 2024 Purchasers, pursuant to which (i) the Company issued and sold to the

April 2024 Purchasers $8.0 million aggregate principal amount April 2024 Notes and April 2024 Warrants, (ii) the April 2024 Purchasers

advanced and aggregate of $6,935 million to the Company, and (iii) the Company and the April 2024 Purchasers entered into the April

2024 Registration Rights Agreement.

See Note 11 to the Notes to the Condensed Consolidated Financial Statements for further discussion.

Elk Creek Project Update

Operations were completed at the Company’s

demonstration scale processing plant in Trois-Rivieres, Quebec (the “Demonstration Plant”) in February 2023.

to establishing metallurgical recoveries for prospective rare earth products from an improvement flowsheet, the Demonstration Plant

also established improved recoveries and higher purities for the Company’s planned niobium and titanium products.

from the Demonstration Plant are expected to be utilized in a future update to the Company’s technical report for the Elk

Creek Project, as well as to advance offtake discussions with potential customers.

Work to finalize the engineering for road

improvements in the vicinity of the Elk Creek Project site was put on hold until the Company obtains additional financing.

The Company retained a mine engineering

consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying the mine and accessing it via

ramps instead of vertical shafts.

The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.

The findings of the evaluation indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full

production, and potential operating cost savings.

These findings are preliminary but encouraging, and the Company plans a more

detailed evaluation of this option for the design of the underground mine as part of a future update to the technical report for

the Elk Creek Project.

Other Activities

Our long-term financing efforts continued

during the quarter ended March 31, 2024.

As previously disclosed, on March 6, 2023, the Company announced the receipt of a Letter

of Interest from the EXIM for potential debt financing of up to $800 million through EXIM’s “Make More In America”

initiative to fund a portion of the project costs of the Elk Creek Project.

A project finance letter of interest from EXIM represents

only a preliminary step in the formal EXIM application process, and the Letter of Interest states that the communication “does

not represent a financing commitment” and “is not an explicit indication of the financial or commercial viability of

a transaction.” As stated in the Letter of Interest, “Upon receipt of NioCorp’s application for financing, EXIM

will conduct all requisite due

diligence necessary to determine if a Final Commitment may be issued for this transaction.”

The process from submission of an application to a final commitment of financing by EXIM, if any, is subject to a number of risks

and uncertainties.

As explained in the Letter of Interest, “Any final commitment will be dependent on meeting EXIM’s

underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions.

All Final Commitments

must be in compliance with EXIM policies as well as program, legal, and eligibility requirements.” The debt financing is

subject to the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation of

definitive documentation.

NioCorp submitted a formal application

to EXIM for a loan under EXIM’s “Make More in America” initiative on June 6, 2023.

The Company was informed that

its application received approval by the first of three reviews by the EXIM Transaction Review Committee on October 2, 2023.

deployed additional resources to the processing of the Company’s application during the quarter ended December 31, 2023 and

has retained financial and legal consultants to support EXIM’s due diligence on the Elk Creek Project.

On April 15, 2024,

the Company received the Preliminary Project Letter (the “PPL”) from EXIM.

The PPL is a summary of EXIM’s initial

due diligence findings and also includes a preliminary Indicative Term Sheet.

Management is working with EXIM to continue to advance

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

We are currently unable to estimate

how long the application process may take, and there can be no assurances that we will be able to successfully negotiate a final

commitment of debt financing from EXIM.

As funds become available through the Company’s

fundraising efforts, we expect to undertake the following activities:

Continuation of the Company’s efforts to secure federal, state, and local operating permits;

Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, including the potential sale of titanium as titanium tetrachloride;

Negotiation and completion of engineering, procurement, and construction agreements;

Completion of the final detailed engineering for the underground portion of the Elk Creek Project;

Initiation and completion of the final detailed engineering for surface project facilities;

Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;

Completion of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site;

Initiation of revised mine groundwater investigation and control activities;

Initiation of long-lead equipment procurement activities;

As a follow-on to the Company’s Demonstration Plant operations, complete characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs;

Completion of design and permitting efforts related to improvements to the junction of Nebraska state highways 50 and 62 and improvements and paving of County Road 721 to the proposed entrance to the Elk Creek Project mine site;

Completion of an updated technical report for the Elk Creek Project.

Financial and Operating Results

The Company has no revenues from mining

Operating expenses incurred related primarily to costs incurred for the advancement of the Elk Creek Project and the

activities necessary to support corporate and shareholder duties and are detailed in the following table (in thousands of dollars).

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

in pigments for paper, paint, and plastics.

Rare earths are critical to electrification and decarbonization initiatives and can

be used to manufacture the strongest permanent magnets commercially available.

primary business strategy is to advance our Elk Creek Project to commercial production.

We are focused on obtaining additional

funds to carry out our near-term planned work programs associated with securing the project financing necessary to complete mine

development and construction of the Elk Creek Project.

Corporate Events

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.

Each Common 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 $2.5 million before deducting underwriting discounts and offering expenses.

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.

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, 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 issued at closing of the November 2024 Registered Offering above.

On November 13, 2024, the Company

closed a non-brokered private placement (the “November 2024 Private Offering” and, together with the November 2024

Registered Offering, the “November Offerings”) pursuant to binding subscription agreements with certain accredited

investors (the “Private Placement Investors”) as part of a non-brokered private placement of 2,199,602 units of the

Company (the “Units”).

Each Unit consists of one Common Share, one Warrant (the “Series A Private

Warrants”) to purchase up to an additional Common Share, and one-half of one Warrant to purchase up to an additional

one-half of one Common Share (the “Series B Private Warrants” and, together with the Series A Private Warrants, the “November

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 $3.5 million before deducting offering expenses.

Certain directors and officers of the Company purchased

Units at a price of $1.7675 per Unit, which price includes $0.125 per November 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 13, 2026.

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 of the Elk Creek Project and move it to commercial operation and (ii) repay the amount

outstanding under the Company’s $2.0 million non-revolving, multiple draw credit facility (the “Smith

Loan”) available pursuant to the Loan Agreement, dated September 11, 2024, by and between the Company and its Chief

Executive Officer (“CEO”), President, and Executive Chairman, Mark Smith (the “Smith Loan Agreement”).

The Smith Loan

continues to be available to the Company following the close of the November Offerings.

Creek Project Update

September 17, 2024, the Advanced Propulsion Center UK announced that an industry consortium, in which NioCorp is participating,

was awarded funding by the UK Government to support a $8.0 million program to design lightweight aluminum alloys and cast automotive

components made of recycled aluminum strengthened by scandium.

The consortium, known as Project PIVOT (“Performance Integrated

Vehicle Optimisation Technology”), includes such companies as Aston Martin (LON:AML), Sarginsons Industries (“Sarginsons”),

Altair, GESCRAP, and London-based Brunel University.

Project PIVOT’s Steering Committee includes Jaguar Land Rover, Alcon

Industries, Linamar, Shell Re-Charge, and others.

Project PIVOT is led by the Coventry, UK-based aluminum foundry company Sarginsons,

and seeks to revolutionize the global casting industry through overhauling the design, weight, carbon intensity, and production

of cast aluminum automotive parts, with a target of 100% recycled content.

October 30, 2024, the Company announced that it had completed bench-scale testwork at a demonstration-scale processing plant located

in Trois-Rivieres, Quebec built by the Company and L3 Process Development (“L3”) and operated by L3 (the “Demonstration

Plant”) that successfully demonstrated that the process developed for extracting and recovering rare earth oxides found

in the ore at the Elk Creek Project can be used to recycle the rare earth content in rare earth permanent magnets.

was able to demagnetize and grind up permanent rare earth magnets and then leach the contained rare earth elements from the magnet.

The successful outcome of this testing opens up the possibility of accepting mixed rare earth concentrate from other mines into

the planned Elk Creek plant once it is constructed and operating to supplement the ore expected to be produced from the Elk Creek

the quarter ended September 30, 2024, the Company commenced negotiations with landowners in Nebraska to extend the current set

of Option to Purchase agreements for land that is needed for project construction and operation and which the Company does not

funds become available through the Company’s fundraising efforts, we expect to undertake the following activities:

of the Company’s efforts to secure federal, state and local operating permits;

evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the

Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth element

and completion of engineering, procurement, and construction agreements;

of the final detailed engineering for the underground portion of the Elk Creek Project;

and completion of the final detailed engineering for surface project facilities;

of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;

of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site;

of revised mine groundwater investigation and control activities;

of long-lead equipment procurement activities;

a follow-on to the Demonstration Plant operations, complete characterization and testing of waste materials to support tailings

impoundment and paste backfill plant designs;

the engineering and costing of road improvements near the junction of Nebraska state highways 50 and 62, which are intended

to facilitate access to the Elk Creek Project site and manage increased traffic in the project vicinity.

and Operating Results

Company has no revenues from mining operations.

Operating expenses incurred related primarily to costs incurred for the advancement

of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following

the Three Months Ended September 30,

Employee-related

operating expenses

Employee-related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

Change in fair value of Earnout Shares liability

Change in fair value of warrant liabilities

Loss on debt extinguishment

Interest expense

Foreign exchange loss (gain)

Loss on equity securities

Income tax benefit

Loss attributable to noncontrolling interest

Net loss attributable to the Company

Three- and nine-month periods ended

March 31, 2024 compared to the three- and nine-month periods ended March 31, 2023

Significant items affecting operating expenses

are noted below:

Employee-related costs increased

for the three- and nine-month periods in 2024 as compared to 2023, primarily due to an increase in the number of options issued

to employees in 2024 partially offset by a lower fair value per option as calculated under the Black Scholes pricing model, as

well as the impact of board-authorized employee salary increases which became effective April 1, 2023.

Professional fees increased

for the nine-month period in 2024 as compared to 2023, primarily due to the timing of legal services associated with the Company’s

SEC registration statements filed in October 2023, as well as increased audit fees associated with the Company’s June 30,

2023 financial statements and increased review fees in connection with the Company’s September 30, 2023, December 31, 2023

and March 31, 2024, financial statements.

These costs increased for the three-month period ended March 31, 2024 as compared to

2023,as 2024 costs included additional audit and accounting fees associated with quarterly financial statement review procedures

as well as increased legal fees.

Exploration expenditures

decreased for the nine-month period in 2024 as compared to 2023, as 2023 costs included Demonstration Plant development and start-up

costs, as well as costs related to the completion and filing of the Technical Report Summary based on the Company’s 2022

Feasibility Study for the Elk Creek Project, which was filed with the SEC on September 6, 2022.

These costs decreased for the three-month

period ended March 31, 2024 as compared to 2023, as 2023 costs included Demonstration Plant development and start-up costs, while

overall Demonstration Plant operations ended during the three-month period in 2023.

Other operating expenses

include costs related to investor relations, general office expenditures, equity offering and proxy expenditures, board-related

expenditures, and other miscellaneous costs.

These costs decreased for the three- and nine-month periods in 2024 as compared to

2023 primarily due to the impact costs and expenses related to the closing of the Transactions on March 17, 2023.

Other significant items impacting the change

in the Company’s net loss are noted below :

Change in fair value of Earnout

Shares liability represents the changes in fair value related to 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, the rights of

the holders of which to exchange such shares

into Common Shares are subject to certain vesting conditions (such shares of ECRC

Class B common stock, the “Earnout Shares”).

The decline in costs for all periods presented represents the impact of

the Company’s declining Common Share price on the financial modeling used to determine the period end fair values.

Change in fair value of warrant

liability for all periods presented primarily represents the changes in fair value related to Lind Global Asset Management

III, LLC’s (“Lind”) right to receive additional Warrants (the “Contingent Consent Warrants”) as consideration

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

between the Company and Lind, based on the impact of a lower closing Common Share price, which increases the probability of these

Contingent Consent Warrants being issued on the 18-month anniversary.

This expense was partially offset by a slight decrease in

the valuation of the Warrants issued to GX Sponsor II LLC (the “Sponsor”) in connection with the closing of the Transactions

(the “Private Warrants”).

Interest expense increased

for both the nine-month and three-month periods in 2024 as compared to 2023 due to accretion expense associated with the unsecured

convertible debentures (the “Convertible Debentures”) issued to Yorkville, which were issued in March 2023.

Foreign exchange loss

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

dollar against the Canadian dollar.

During 2023, the functional currency of the

parent company was Canadian dollars, and the loss for the period was primarily due to changes in the foreign exchange rates applied

dollar-denominated debt instruments.

Effective March 17, 2023, the parent company’s functional currency became the

Loss on debt extinguishment

incurred in 2023 represents the loss incurred under Accounting Standards Codification (“ASC”) Topic 470, Debt ,

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

Security Funding Agreement, dated February 26, 2021, as amended by Amendment #1 to the Convertible Security Funding Agreement,

dated December 2, 2021, between the Company and Lind).

Other gains for the three

and nine months ended March 31, 2024 represents the change in fair value of Canadian dollar-denominated Options which the Company

classified as a liability effective January 1, 2024.

2023 activity represents the gain on a sale of a small parcel of Company owned

property to the State of Nebraska in connection with a highway improvement project unrelated to the development of the Elk Creek

Loss attributable to noncontrolling

interest represents the portion of net loss in ECRC not owned by the Company.

Liquidity and Capital Resources

We have no revenue generating operations

from which we can internally generate funds.

To date, our ongoing operations have been financed by the sale of our equity securities

by way of private placements, convertible securities issuances, the exercise of Options and Warrants, and related party loans.

With respect to currently outstanding Options and Warrants, we believe that exercise of these instruments, and cash proceeds from

such exercises, will not occur unless and until the market price for our Common Shares equals or exceeds the related exercise price

of each instrument.

On April 12, 2024, the Company announced

the closing of the April 2024 Private Placement.

The April 2024 Purchase Agreement is expected to provide near-term access to capital.

The Yorkville Equity Facility Financing Agreement is expected to provide near-term and longer-term access to capital.

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

and the satisfaction of certain conditions and, when available, provides an opportunity to actively manage the cash needs of the

Company more closely.

Historically, cash has generally been available to the Company through private placements of equity for which

the timing did not always coincide with the Company’s cash needs.

The Company may utilize the Yorkville Equity Facility Financing

Agreement to potentially generate funds at a time when they are in need.

Alternatively, the Company can also utilize the Yorkville

Equity Facility Financing Agreement for opportunistic share sales.

As of March 31, 2024, the Company had cash

of $0.2 million and a working capital deficit of $8.7 million, compared to cash of $2.3 million and working capital of $0.2 million

on June 30, 2023.

We expect that the Company will operate

at a loss for the foreseeable future.

The Company’s current planned cash needs are approximately $1.1 million until June

30, 2024, inclusive of any repayments of principal and interest due on the Yorkville Convertible Debentures and April 2024 Notes.

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

2024 are expected to be approximately $365,000 per month where approximately $320,000 is for corporate overhead and estimated costs

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

Approximately $45,000 per month is planned for

expenditures relating to the advancement of the Elk Creek Project by ECRC.

The Company’s ability to continue operations and

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

The Company anticipates that it does not

have sufficient cash on hand to continue to fund basic operations for the next twelve months, and additional funds totaling $14.5

million to $15.0 million are likely to be necessary to continue advancing the Elk Creek Project in the areas of financing, permitting,

and detailed engineering.

While the Yorkville Equity Facility Financing Agreement and the April 2024 Purchase Agreement may provide

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

Management is

actively pursuing such additional sources of debt and equity financing, and while it has been successful in doing so in the past,

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

Elk Creek property lease commitments are

$13,000 until June 30, 2024.

To maintain our currently held properties and fund our currently anticipated general and administrative

costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, 2024, the

Company will likely require additional financing during the current fiscal year.

Should such financing not be available in that

timeframe, we will be required to reduce our activities and will not be able to carry out all our presently planned activities

at the Elk Creek Project.

On June 6, 2023, the Company announced

that it had submitted an application to EXIM for debt financing (the “EXIM Financing”) to fund the project costs for

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

The EXIM Financing is subject to, among

other matters, the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation

of definitive documentation.

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

operating expenses

in fair value of Earnout Shares liability

in fair value of warrant liabilities

in fair values of convertible notes

exchange loss (gain)

on equity securities

Net loss and comprehensive loss

attributable to noncontrolling interest

loss attributable to the Company

period ended September 30, 2024 compared to the three-month period ended September 30, 2023

items affecting operating expenses are noted below:

fees decreased for the three-month period in 2024 as compared to 2023, primarily due to higher costs incurred in 2023 related

to the timing of legal services associated with the Company’s SEC registration statements filed in October 2023, as well

as increased audit fees associated with the Company’s June 30, 2023 financial statements and increased review fees in connection

with the Company’s September 30, 2023 financial statements.

expenditures decreased for the three-month period in 2024 as compared to 2023, as 2023 costs included Demonstration Plant

operation costs.

Operation of the Demonstration Plant ended during the prior year.

operating expenses include costs related to investor relations, general office expenditures, equity offering and proxy expenditures,

board-related expenditures, and other miscellaneous costs.

These costs decreased for the three-month period in 2024 as compared

to 2023 primarily due to a decrease in director and officer insurance expense, as well as declines in scandium development initiatives

and non-cash expenses associated with share issuances under the Yorkville Equity Facility Financing Agreement.

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

in fair value of Earnout Shares liability represents the changes in fair value related to 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, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting

conditions (such shares of ECRC Class B common stock, the “Earnout Shares”).

The increase in costs for 2024 represents

the impact of an increase in the Company’s Common Share price on the financial modeling used to determine the period end

fair values, whereas 2023 represents the impact of a decline in the Company’s Common Share price.

in fair value of warrant liability represents the changes in period-over-period fair values (based primarily on the impacts

of changing closing Common Share prices) related to the change in fair values of (i) the April 2024

and (ii) the 5,666,667

Warrants (the “Private Warrants”) issued to GX Sponsor II LLC (the “Sponsor”) in connection with the assumption by the Company of

GXII’s obligations under the agreement governing the GXII share purchase warrants, as amended by an assignment, assumption

and amendment agreement, in which the Company issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”)

consisting of 9,999,959 public NioCorp Assumed Warrants and the Private Warrants, which are discussed in Note 5b to the interim

condensed consolidated financial statements.

expense decreased for the three-month period in 2024 as compared to 2023 as 2023 included accretion expense associated with

the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville in March 2023.

The outstanding balance of the Convertible

Debentures was substantially reduced during fiscal year 2023, resulting in lower accretion during the first quarter of 2024.

in fair value of convertible debt represents the change in the fair value of the $8.0 million aggregate principal amount of

unsecured notes (the “April 2024 Notes”), issued and sold to Yorkville and Lind Global Fund II (together with Yorkville,

the “April 2024 Purchasers”) on April 12, 2024, 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 the April 2024 Notes issued to each April

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

2024 Warrants”), 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.

attributable to noncontrolling interest represents the portion of net loss in ECRC not owned by the Company.

and Capital Resources

have no revenue generating operations from which we can internally generate funds.

To date, our ongoing operations have been financed

by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of incentive

options to purchase Common Shares (“Options”) and Warrants, and related party loans.

With respect to currently outstanding

Options and Warrants, we believe that exercise of these instruments, and cash proceeds from such exercises, will not occur unless

and until the market price for our Common Shares equals or exceeds the related exercise price of each instrument.

The November Offerings are expected

to provide near-term access to capital.

The sale of the April 2024 Notes has provided, and The Yorkville Equity Facility Financing

Agreement is expected to provide, near-term and longer-term access to capital.

The ability of the Company to draw down on the

Yorkville Equity Facility Financing Agreement, at its discretion, is subject to certain limitations and the satisfaction of certain

When available, the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash

needs of the Company more closely.

Historically, cash has generally been available to the Company through private placements of

equity for which the timing did not always coincide with the Company’s cash needs.

In the near term, the Company intends

to utilize the Yorkville Equity Facility Financing Agreement to offset amounts owed under the April 2024 Notes.

The Company may

also utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a time when they are in need.

Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement for opportunistic share sales.

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

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

make-whole payment.

On September 11, 2024, the Company and

Mark Smith entered into the Smith Loan Agreement, which provides for a $2.0 million non-revolving credit facility.

An initial drawdown

under the Smith Loan Agreement of $33,000 was completed on September 11, 2024, and additional drawdowns totaling $471,000 were

received subsequent to September 30, 2024.

On November 6, 2024, the Company repaid $250,000 of the interest and principal outstanding under the Smith Loan.

to the securities purchase agreement, dated January 26, 2023, between the Company and Yorkville, on March 17, 2023, Yorkville

advanced a total amount of $15,360 to NioCorp in consideration of the issuance by NioCorp to Yorkville of (i) the Convertible

Debentures and (ii) Warrants, exercisable for up to 1,789,267 Common Shares for cash or, if at any time there is no effective

registration statement registering, or no current prospectus available for, the resale of the underlying Common Shares, on a cashless

basis, at the option of the holder, at a price per Common Share of approximately $8.9422, subject to adjustment to give effect

to any stock dividend, stock split, reverse stock split or similar transaction (the “Financing Warrants”).

17, 2024, all remaining outstanding Financing Warrants expired.

On September 17, 2024, the Company’s Common Share price was below the threshold set forth in the Lind Consent, and accordingly,

the Company issued 2,816,742 Contingent Consent Warrants to Lind.

Each Contingent Consent Warrant is exercisable for one Common

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

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

Shares on September 16, 2024.

As of September 30, 2024, the Company

had cash of $0.15 million and a working capital deficit of $6.9 million, compared to cash of $2.0 million and a working capital

deficit of $9.0 million on June 30, 2024.

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

The Company’s current planned cash needs are

approximately $25.0 million until June 30, 2025, inclusive of any repayments of principal and interest due on the April 2024 Notes.

On 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.

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

See Note 5b to the interim condensed consolidated financial statements for additional information on the terms of the

September Consents and October Consents.

Except as modified by the September Consents and the October Consents, the terms of the

April 2024 Notes as previously disclosed are unchanged.

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

2024 are expected to be approximately $1,915,000 per month where approximately $355,000 is for corporate overhead and estimated

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

This includes general overhead costs,

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

This also includes

anticipated financing costs associated with the Elk Creek Project, including an updated mine plan in connection with the EXIM

application process.

The scope of these financing costs remains under discussion with EXIM.

Approximately $1,560,000 per month

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

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

to secure additional financing.

The Company anticipates that it does

not have sufficient cash on hand to continue to fund basic operations for the next twelve months, and additional funds totaling

$24.0 million to $25.0 million, net of funds raised from advances under the Yorkville Equity Facility Financing Agreement, borrowings

under the Smith Loan, and funds raised in the November Offerings, are likely to be necessary to continue advancing the

Elk Creek Project in the areas of financing, permitting, and detailed engineering.

While the Yorkville Equity Facility Financing

Agreement and the November Offerings may provide the Company with access to additional capital, the Company will likely require

additional capital to meet its cash needs.

Management is actively pursuing such additional sources of debt and equity financing,

and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

Creek property lease commitments are $13,200 until June 30, 2025.

To maintain our currently held properties and fund our currently

anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the

fiscal year ending June 30, 2025, the Company will likely require additional financing during the current fiscal year.

such financing not be available in that timeframe, we will be required to reduce our activities and will not be able to carry

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

June 6, 2023, the Company announced that it had submitted an application to EXIM for debt financing (the “EXIM Financing”)

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

Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of

final terms, and the negotiation of definitive documentation.

There can be no assurance that the EXIM Financing will be completed

on the terms described herein or at all.

The Company was informed that its application received approval by the first of three

reviews by the EXIM Transaction Review Committee (the “TRC”) on October 2, 2023.

During the quarter, EXIM continued

to process the Company’s application for debt financing under EXIM’s Make More in America Program.

The Company’s

application sits at TRC in the second step in EXIM’s four-step approval process.

The Company continues to meet with EXIM

as well as providing responses to requests for additional information from EXIM and to the consultants that are conducting due

diligence on the Company’s application on behalf of EXIM.

are currently unable to estimate how long the application process may take, and there can be no assurances that we will be able

to successfully negotiate a final commitment of debt financing from EXIM.

Except for the proceeds

from the April 2024 Private Placement and potential funding under the Yorkville Equity Facility Financing Agreement, discussed

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

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

terms, if at all.

Pursuant to the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified,

the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, NioCorp is restricted from issuing equity or

equity-linked securities (other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely

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

of the shares of Class B common stock of ECRC.

The Yorkville Convertible Debt Financing Agreement and the April 2024 Purchase Agreement

also contain certain covenants that, among other things, limit NioCorp’s ability to use the proceeds from the issuance of

the securities pursuant to the Yorkville Convertible Debt Financing Agreement or the April 2024 Purchase Agreement to repay related

party debt or to enter into any variable rate transaction, including issuances of equity or debt securities that are convertible

into Common Shares at variable rates and any equity line of credit, at-the-market agreement, or other continuous offering of Common

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

Notwithstanding the restrictions set forth in the Exchange Agreement,

the Yorkville Convertible Debt Financing Agreement, and the April 2024 Purchase Agreement, there is significant uncertainty that

from the November Offerings, potential funding from advances under the Yorkville Equity Facility Financing Agreement, and potential

funding under the Smith Loan Agreement, each as discussed above, and the potential exercise of Options and Warrants, we currently

have no further funding commitments or arrangements for additional financing at this time, and there is no assurance that we will

be able to obtain any such additional financing on acceptable terms, if at all.

Pursuant to the Exchange Agreement, dated as of

March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC

and the Sponsor, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares) or any preferred

equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of Class B common

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

The April 2024

Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to use the proceeds

from the April 2024 Purchase Agreement to pay related party debt or to enter into any variable rate transaction, including issuances

of equity or debt securities that are convertible into Common Shares at variable rates and any equity line of credit, at-the-market

agreement or other continuous offering of Common Shares, other than with Yorkville, subject to certain exceptions.

Notwithstanding

the restrictions set forth in the Exchange Agreement and the April 2024 Purchase Agreement, there is significant uncertainty that

we would be able to secure any additional financing in the current equity or debt markets.

The quantity of funds to be raised and

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

raise funds arise.

Management may pursue funding sources of both debt and equity financing, including but not limited to the issuance

of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the

Company pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered

offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including

secured and unsecured convertible debt instruments or secured debt project financing.

Management does not currently know the terms

pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s-length.

Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to

the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

we could raise funds through the sale of interests in our mineral properties, although

current market conditions and other recent

worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests.

However, we cannot

provide any assurances that we will be able to be successful in raising such funds.

Based on the conditions

described within, management has concluded, as supported by the notes that accompany our financial statements for the year ended

June 30, 2023, that substantial doubt exists as to our ability to continue in business.

The financial statements included in this

Quarterly Report on Form 10-Q have been prepared under the assumption that we will continue as a going concern.

We are a development

stage issuer and we have incurred losses since our inception.

We may not have sufficient cash to fund normal operations and meet

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

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

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

During fiscal year 2023 and continuing

into fiscal year 2024, these events continued to create uncertainty with respect to overall Elk Creek Project funding and timelines.

We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business

climate where funding of its planned ongoing operating activities is secured.

Therefore, these factors raise substantial doubt

as to our ability to continue as a going concern.

We have no exposure to any asset-backed

commercial paper.

Other than cash held by our subsidiaries for their immediate operating needs in Colorado and Nebraska, all of

our cash reserves are on deposit with major U.S.

The quantity of funds to be raised

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

to raise funds arise.

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

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

of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered

offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities

including secured and unsecured convertible debt instruments or secured debt project financing.

Management does not currently

know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at

arm’s-length.

Future financings involving the issuance of equity securities or derivatives thereof will likely be completed

at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions

and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests.

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

on the conditions described within, management has concluded, as supported by the notes that accompany our financial statements

for the year ended June 30, 2024, that substantial doubt exists as to our ability to continue as a going concern.

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared under the assumption

that we will continue as a going concern.

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

since our inception.

We may not have sufficient cash, including Option and Warrant exercises subsequent to June 30, 2024, to fund

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

and raising additional funds.

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

and the potential for geographic recessions have contributed to general global economic uncertainty.

During the three months ended

September 30, 2024, these events continued to create uncertainty with respect to overall project funding and timelines.

that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate

where funding of its planned ongoing operating activities is secured.

Therefore, these factors raise substantial doubt as to our

ability to continue as a going concern.

have no exposure to any asset-backed commercial paper.

Other than cash held by our subsidiaries for their immediate operating

needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S.

and Canadian chartered banks.

We do not believe that the credit, liquidity, or

market risks with respect thereto have increased as a result of the current market conditions.

However, in order to achieve greater

security for the preservation of our capital, we have, of necessity, been required to accept lower rates of interest, which has

also lowered our potential interest income.

Operating Activities

During the nine months ended March 31,

2024, the Company’s operating activities consumed $5.6 million of cash (2023:

believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions.

However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept

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

the three months ended September 30, 2024, the Company’s operating activities consumed $0.6 million of cash (2023:

$2.7 million).

The cash used in operating

activities for the nine months ended March 31, 2024, reflects the Company’s funding of losses of $11.0 million, share-based

compensation expense, and Convertible Debenture accretion, partially offset by a reduction in the Earnout Shares liability and

other non-cash transactions.

Overall, operational outflows during the nine months ended March 31, 2024, decreased from the corresponding

period of 2023 due to costs and expenditures incurred in connection with the Transaction.

Going forward, the Company’s working

capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.

Financing Activities

Financing inflows were $3.5 million during

the nine months ended March 31, 2024 (2023:

$13.6 million), with 2024 inflows reflecting the gross receipts of $1.0 million from

the September 2023 Private Placement, $1.3 million from the December 2023 Private Placement, and $1.4 million from Common Share

issuances under the Yorkville Equity Facility Financing Agreement.

Cash Flow Considerations

The Company has historically relied upon

debt and equity financings to finance its activities.

Subject to the restrictions set forth in the Exchange Agreement and the Yorkville

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

The cash used in operating activities for the three months ended September 30, 2024, reflects the

Company’s funding of losses of $2.1 million and increased fair value related to the Earnout Shares liability and other

non-cash transactions.

Overall, operational outflows during the three months ended September 30, 2024, decreased from the

corresponding period of 2023 due to costs and expenditures incurred in connection with the Company’s Demonstration

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

with the development of the Elk Creek Project.

outflows were $1.2 million during the three months ended September 30, 2024 (2023 inflows:

$1.5 million), with 2024 inflows reflecting

the gross receipts of $0.7 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, offset

by $1.9 million of convertible debt repayments.

Flow Considerations

The Company has historically relied

upon debt and equity financings to finance its activities.

Subject to the restrictions set forth in the Exchange Agreement and

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

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

The Company has limited financial resources

compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available

to it for current or future projects, although the Company has been successful in the past in financing its activities through

the sale of equity securities.

The ability of the Company to arrange additional

financing in the future will depend, in part, on the prevailing capital market conditions, and its success in developing the Elk

Creek Project.

Any quoted market for the Common Shares may be subject to market trends generally, notwithstanding any potential

success of the Company in creating revenue,

cash flows, or earnings, and any depression of the trading price of the Common Shares

could impact its ability to obtain equity financing on acceptable terms.

Historically, the Company has used net

proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration and development plans and

other contractual obligations when due.

However, development and construction of the Elk Creek Project will require substantial

additional capital resources.

This includes near-term funding and, ultimately, funding for Elk Creek Project construction and other

See “ Liquidity and Capital Resources ” above for the Company’s discussion of arrangements related

to possible future financings.

Critical Accounting Estimates

There have been no material changes in

our critical accounting estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” under the heading “Critical Accounting Estimates and Recent Accounting Pronouncements” as of June

30, 2023, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

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

that additional funding will be available to it for current or future projects, although the Company has been successful in the

past in financing its activities through the sale of equity securities.

ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions,

and its success in developing the Elk Creek Project.

Any quoted market for the Common Shares may be subject to market trends generally,

notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading

price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.

Historically,

the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration

and development plans and other contractual obligations when due.

However, development and construction of the Elk Creek Project

will require substantial additional capital resources.

This includes near-term funding and, ultimately, funding for Elk Creek

Project construction and other costs.

See “ Liquidity and Capital Resources ” above for the Company’s discussion

of arrangements related to possible future financings.

Accounting Estimates

have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting

Pronouncements” as of June 30, 2024, in the Annual Report on Form 10-K.

Federal Income Tax Considerations

If NioCorp (or a subsidiary) is a PFIC

for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of Common Shares or other NioCorp

securities (as determined under applicable U.S.

federal income tax law), then certain significant adverse tax consequences could

apply to such U.S.

holder, including requirements to treat any gain realized upon a disposition of Common Shares (or other securities)

as ordinary income, to include certain “excess distributions” on Common Shares in income, and to pay an interest charge

on a portion of any such gain or distribution.

NioCorp believes that it was classified as a PFIC during the taxable years ended

June 30, 2023 and 2022, and, based on the current composition of its income and assets, as well as current business plans and financial

expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years.

No opinion of legal

counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary

has been obtained or is currently planned to be requested.

The determination of whether any corporation was, or will be, a PFIC

for a taxable year depends, in part, on the application of complex U.S.

federal income tax rules, which are subject to differing

interpretations.

In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such

corporation over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this

Quarterly Report on Form 10-Q.

In addition, even if NioCorp concluded that it or any subsidiary was not classified as a PFIC, the

IRS could challenge such determination and a court could sustain the challenge.

Accordingly, there can be no assurance that NioCorp

or any subsidiary will not be classified as a PFIC for any taxable year.

Each holder of Common Shares or other NioCorp securities

should consult its own tax advisors regarding the PFIC status of NioCorp and each subsidiary thereof and the resulting tax consequences

to the holder, as well as any potential to mitigate such tax consequences through a “QEF” or “mark-to-market”

See the “Risk Factors” section of NioCorp’s Annual Report on Form 10-K for the fiscal year ended June

The Company has one class of shares, being

Common Shares.

A summary of outstanding shares, Options, Warrants, and convertible debt as of May 2, 2024, is set out below,

on a fully diluted basis.

Common Shares

(Fully Diluted)

Common Shares

Vested shares of ECRC Class B common stock (1)

Stock options (2)

Convertible debt (4)

(1) Each exchangeable into one Common Share at any time, and from time to time,

until March 17, 2033.

(2) Each exercisable into one Common Share.

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

1.11829212 Common Shares, and 3,384,758 Warrants that are each exercisable into one Common Share.

(4) Represents Common Shares issuable on conversion of Convertible Debentures

and the April 2024 Notes with an aggregate outstanding principal and accrued interest amount of $9.28 million as of May 2, 2024, assuming a market price per Common Share of $2.06 on that date.

NioCorp (or a subsidiary) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of Common Shares or other NioCorp securities (as determined under applicable U.S.

federal income tax law), then certain

significant adverse tax consequences could apply to such U.S.

holder, including requirements to treat any gain realized upon a

disposition of Common Shares (or other securities) as ordinary income, to include certain “excess

distributions” on

Common Shares in income, and to pay an interest charge on a portion of any such gain or distribution.

NioCorp believes that it

was classified as a PFIC during the taxable years ended June 30, 2024 and 2023, and, based on the current composition of its income

and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current

taxable year or in future taxable years.

No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”)

concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested.

The determination

of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S.

income tax rules, which are subject to differing interpretations.

In addition, whether any corporation will be a PFIC for any

taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result,

cannot be predicted with certainty as of the date of this Quarterly Report on Form 10-Q.

In addition, even if NioCorp concluded

that it or any subsidiary was not classified as a PFIC, the IRS could challenge such determination and a court could sustain the

Accordingly, there can be no assurance that NioCorp or any subsidiary will not be classified as a PFIC for any taxable

Each holder of Common Shares or other NioCorp securities should consult its own tax advisors regarding the PFIC status of

NioCorp and each subsidiary thereof and the resulting tax consequences to the holder, as well as any potential to mitigate such

tax consequences through a “QEF” or “mark-to-market” election.

See the “Risk Factors” section

of the Annual Report on Form 10-K.

The Company has one class of shares,

being Common Shares.

A summary of outstanding shares, Options, Warrants, and convertible debt as of November 13, 2024, is set out

below, on a fully diluted basis.

shares of ECRC Class B common stock (1)

exchangeable into one Common Share at any time, and from time to time, until March 17, 2033.

exercisable into one Common Share.

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

and 11,073,889 Warrants that are each exercisable into one Common Share.

Represents Common Shares issuable on conversion of the April 2024 Notes with an outstanding principal

and accrued interest amount of $3.4 million as of November 13, 2024, at

the fixed conversion price of $2.75 per share.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis