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Item 1. Financial Statements

2025-02-07 compared with 2024-11-13 · 586 added, 378 removed, 217 unchanged (82% of the section changed)

FINANCIAL STATEMENTS

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

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

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

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

Notes to condensed consolidated financial statements (unaudited)

Developments Ltd.

Consolidated Balance Sheets

in thousands of U.S.

Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and six months ended December 31, 2024 and 2023 (unaudited)

to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of U.S.

dollars, except share data) (unaudited)

September 30,

Cash and cash equivalents

Deferred share issuance costs

Prepaid expenses and other

7 unchanged sentences

Convertible debt

Related party debt

Operating lease liability

13 unchanged sentences

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity

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

Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

in thousands of U.S.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive

(expressed in thousands of

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

For the three months

ended September 30,

ended December 31,

For the six months

ended December 31,

Operating expenses

8 unchanged sentences

Interest expense

Foreign exchange loss (gain)

Foreign exchange (gain) loss

Loss on equity securities

6 unchanged sentences

Weighted average common shares outstanding, basic and diluted

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

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of

dollars) (unaudited)

For the three months

ended September 30,

For the six months

ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Change in valuation of warrant liabilities

Change in fair value of convertible note

Share based compensation

Fair value of private placement warrants

Accretion of convertible debt

Change in fair value of convertible note

Yorkville share issuances

5 unchanged sentences

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of land and buildings

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

1 unchanged sentence

Related party debt draws

Debt repayments

Related party debt repayments

Convertible debt repayments

Share issue costs

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Change in cash and cash equivalents during period

4 unchanged sentences

Value of warrants issued

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

Developments Ltd.

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

in thousands of U.S.

Interest paid

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

Equity (Deficit) and Redeemable Noncontrolling Interest

(expressed in thousands of

dollars, except for share data) (unaudited)

Common Shares Outstanding

Comprehensive

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, June 30, 2023

Balance, September 30, 2023

$ ( 153,690 )

Exercise of options

Private placements

3 unchanged sentences

Loss for the period

Balance, December 31, 2023

$ ( 156,981 )

Balance, September 30, 2024

$ ( 163,983 )

November 2024 Registered Offering

November 2024 Private Offering

Yorkville equity facility draws

Redemptions of vested shares

Share-based compensation

Share issuance costs

Loss for the period

Balance, December 31, 2024

$ ( 164,433 )

Common Shares Outstanding

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, June 30, 2023

$ ( 150,477 )

Exercise of options

Private placements

Yorkville equity facility draws

Debt conversions

Share issuance costs

Loss for the period

Balance, December 31, 2023

$ ( 156,981 )

Balance, June 30, 2024

$ ( 161,912 )

November 2024 Registered Offering

November 2024 Private Offering

Yorkville equity facility draws

Redemptions of vested shares

Debt conversions

Issuance of warrants

Share-based compensation

Share issuance costs

Loss for the period

Balance, September 30, 2024

Balance, December 31, 2024

$ ( 164,433 )

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

The accompanying notes are an integral part

of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

Developments Ltd.

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

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

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

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

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

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

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

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

construction and commercial operation.

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

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

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

OF PRESENTATION

of Presentation and Consolidation

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

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

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

Commission (“SEC”).

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

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

The accounting policies followed

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

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

Certain transactions include reference to Canadian dollars

(“C$”) where applicable.

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

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

included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included

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

GAAP have been condensed or omitted pursuant to appropriate

SEC rules and regulations.

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

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

The interim results are not necessarily indicative of results

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

Accounting Standards

and Not Effective

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

adopted by the Company as of the specified effective date.

Unless otherwise discussed, management believes that the impact of

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

upon adoption.

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

GAAP requires management to make estimates and assumptions

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

of the financial statements, and the reported amounts of

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

DESCRIPTION OF BUSINESS

NioCorp Developments Ltd.

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

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

and development of mineral deposits in North America, specifically, the Company’s niobium, scandium, and titanium project

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

The Company currently earns

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

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

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

and maintaining continued support from its shareholders and creditors.

These interim condensed consolidated

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

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

These financial statements do not reflect

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

BASIS OF PRESENTATION

a) Basis of Presentation

and Consolidation

The accompanying interim condensed

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

States of America (“U.S.

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

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

with all significant intercompany transactions eliminated.

The accounting policies followed in preparing these interim condensed

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

the year ended June 30, 2024.

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

In the opinion of management,

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

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

consolidated financial statements.

Certain information and footnote disclosures normally included in the consolidated financial

statements prepared in accordance with U.S.

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

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

statements for the year ended June 30, 2024.

The interim results are not necessarily indicative of results for the full year ending

June 30, 2025, or future operating periods.

b) Recent Accounting Standards

Issued and Not Effective

In November 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures.

The amendments in this ASU expand public entities’ segment disclosures

by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included

within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and

interim disclosures of a reportable segment’s profit or loss and assets.

The ASU will be effective for our annual report

for the period ending June 30, 2025, and for interim period reports beginning thereafter.

We are currently evaluating the impact

of adopting this ASU on our consolidated financial statements and disclosures.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

during the reporting period.

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

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

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

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

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

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

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

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

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

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

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

and Diluted Earnings per Share

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

of loss per share.

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

attributable to common shareholders:

For the Three Months

Ended September 30,

In December 2023, the FASB issued

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

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness

of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is

effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter.

adoption is permitted and the amendments should be applied prospectively;

however, retrospective application is permitted.

currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued

ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses.

ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses,

including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement

This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses.

ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter

on a prospective or retrospective basis.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU

on our consolidated financial statements and disclosures.

From time to time, new accounting

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

Unless otherwise discussed,

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

consolidated financial statements upon adoption.

c) Use of Estimates

The preparation of consolidated

financial statements in conformity with U.S.

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

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

and the reported amounts of expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related

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

2024 Notes, Earnout Shares, Private Warrants, November Public Warrants, and November Private Warrants (each, as defined below),

and share-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience, and various

other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments

about the other sources.

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

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

will be affected.

The Company acquired a federal

income tax payable of $ 443 in connection with the GXII Transaction (as defined below).

As a result of post-transaction losses at

Elk Creek Resources Corp.

(“ECRC”), a partial release of the valuation allowance attributed to the reduction of the

acquired federal income tax payable of $ 101 was recorded as an income tax benefit in the condensed consolidated statement of operations

and comprehensive loss for the six months ended December 31, 2023.

The Company maintains a full valuation allowance against future

income tax assets as it is more likely than not that all of the assets will not be realized.

d) Basic and Diluted Earnings

The Company utilizes the weighted

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

The following

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Net loss attributable to noncontrolling interest

4 unchanged sentences

Loss per Common Share outstanding – basic and diluted

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

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

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

periods indicated below.

The following common shares,

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

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

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

indicated below.

Schedule of excluded from the dilutive securities

For the Three Months

Ended September 30,

For the Three and Six Months

Ended December 31,

Excluded potentially dilutive securities (1) (2) :

1 unchanged sentence

Total potential dilutive securities

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

of the period end.

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

calculations as required if the securities were dilutive.

Earnout Shares are

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

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

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

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

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.

GOING CONCERN

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

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

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

As a development stage issuer, the Company

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

As of September 30, 2024, the Company

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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

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

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

ability to continue as a going concern.

The Company incurred a loss

of $ 2,521 for the six months ended December 31, 2024 (six months ended December 31, 2023 - $ 6,504 ) and had a working capital deficit

of $ 3,087 and an accumulated deficit of $ 164,433 as of December 31, 2024.

As a development stage issuer, the Company has not yet

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

As of December 31, 2024, the Company had cash of

$ 477 , which will not be sufficient to fund normal operations or the repayment of the April 2024 Notes (as further discussed in

Note 6b) for the next twelve months.

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

as a going concern.

In response to these conditions

and events, the Company plans to obtain additional financing.

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

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

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

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

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

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

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

The Company may pursue

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

able to do so in the future.

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

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

for additional financing as of September 30, 2024.

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

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

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

As a result, the Company

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

a going concern.

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

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

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As disclosed in Note 13, on January 31, 2025, the Company closed the January 2025 Offering (as defined below), which resulted in the receipt of net proceeds of approximately $5,000 before deducting underwriting discounts and offering expenses.

The Company may pursue additional sources of financing, and while

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

The Company’s

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

to obtain additional financing have not been finalized, are subject to market conditions, and are not within the Company’s

control and therefore cannot be deemed probable.

Further, the Company will be required to raise additional funds for the construction

and commencement of operations.

As a result, the Company has concluded that management’s plans do not alleviate substantial

doubt about the Company’s ability to continue as a going concern.

These interim condensed consolidated

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

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

MINERAL PROPERTIES

During the quarter ended December 31, 2024,

the Company completed negotiations with four landowners in Nebraska and entered into contract amendments which extended the option

periods by approximately five years for each option to purchase agreement (“OTP”) covering four parcels of land for

project construction and operation which the Company does not already own.

The Company paid $106 upon closing of the OTP extensions

and will make periodic payments totaling $184 over the extension period.

ACCOUNTS PAYABLE AND ACCRUED

Schedule of account payable and accrued liabilities:

September 30,

December 31, 2024

Accounts payable, trade

3 unchanged sentences

Total accounts payable and accrued liabilities

Convertible Debenture

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

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

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

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

The Company recorded a gain on extinguishment of $ 19

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

change in the Convertible Debentures is presented below:

For the Three Months Ended September 30, 2024

a) Yorkville Convertible

On July 19, 2024, the Company

and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the remaining outstanding principal

and accrued interest of $ 554 under the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville

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

into Common Shares in exchange for a $ 95 make-whole payment.

The Company recorded a gain on extinguishment of $ 19 as part other

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

in the Convertible Debentures is presented below:

For the Six Months Ended

December 31, 2024

Balance at June 30, 2024

1 unchanged sentence

Principal and interest converted

Balance, September 30, 2024

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

For the Three Months

Ended September 30,

Balance, December 31, 2024

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

The following table discloses

the components of interest expense associated with the Convertible Debentures.

For the Three Months Ended

For the Six Months Ended

Component of Interest Expense

1 unchanged sentence

Amortization of discount and issuance costs

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

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

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

between the Company and each of the April 2024 Purchasers.

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

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

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

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

stock split or recapitalization.

change in the April 2024 Notes is presented below:

the Three Months Ended September 30, 2024

b) April 2024 Notes

On April 12, 2024, the Company

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

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

a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”), between the Company and

each of the April 2024 Purchasers.

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

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

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

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

or recapitalization.

in the April 2024 Notes is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

1 unchanged sentence

Change in fair value

Balance, September 30, 2024

Remaining Principal Balance, September 30, 2024

change in the April 2024 Warrant liability is presented below:

the Three Months Ended September 30, 2024

Balance, December 31, 2024

Remaining Principal Balance, December 31, 2024

in the April 2024 Warrant liability is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

Change in fair value

Balance, September 30, 2024

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

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

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

to the April 2024 Purchase Agreement.

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

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

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

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

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

of the April 2024 Notes as previously disclosed are unchanged.

Fair value at December 31, 2024

On September 4, 2024 and October

3, 2024, NioCorp entered into (i) consents and waivers (the “2024 Yorkville Consents”) to the April 2024 Notes issued

and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) consents and waivers (together with the 2024 Yorkville

Consents, the “2024 Note Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase

The 2024 Note Consents, among other things, extended and deferred certain monthly payments and extended the maturity

of the April 2024 Notes until January 31, 2025.

Except as modified by the 2024

Note Consents and the January Yorkville Consent (as defined below), as discussed in Note 13, the terms of the April 2024 Notes

as previously disclosed are unchanged.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

December 31, 2024

(expressed in thousands of

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

B COMMON STOCK OF ECRC

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

of NioCorp formerly known as GX Acquisition Corp.

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

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

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

CLASS B COMMON STOCK

The shares of Class B common

stock of ECRC, an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp.

include rights under which the holders may exchange such shares into Common Shares.

Certain of such shares were vested as of the

Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date

(as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting conditions (the

“Earnout Shares”).

Earnout Shares

The Earnout Shares were valued

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

Key Valuation Input

September 30,

Closing Common Share price

4 unchanged sentences

Risk-free rate

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

ended September 30, 2024:

For the Three Months Ended September 30, 2024

The following table sets forth

a summary of the changes in the fair value of the Earnout Shares liability for the six-month period ended December 31, 2024:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

Change in fair value

Fair value at September 30, 2024

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

September 30, 2024:

Fair value at December 31, 2024

Vested Shares

On December 12, 2024, and December

20, 2024, 25,000 Vested Shares and 323,085 Vested Shares, respectively, were exchanged for an equivalent number of Common Shares.

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

in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized.

the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest

with a corresponding offset booked to equity.

As of December 31, 2024, 3,934,031 Vested Shares remained outstanding.

COMMON SHARES

On November 5, 2024, the

Company closed an underwritten public offering (the “November 2024 Registered Offering”), pursuant to the underwriting

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

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

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

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

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

price of $1.57.

The gross proceeds from the November 2024 Registered Offering were $2,501 before deducting underwriting

discounts and offering expenses.

The November Public Warrants were classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair values of the Common Shares and the November Public Warrants on the date of issuance, with $943 allocated to the fair value of the November Public Warrants and the balance of the proceeds of $1,558 allocated to Common Shares.

The Company incurred total transaction costs related to the November 2024 Registered Offering $1,226, which were treated as share issuance costs at closing.

The Series A Public

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

Warrants have an exercise price of $1.75 per underlying Common Share, are

exercisable immediately, and will expire on November 5, 2026.

The Series B Public Warrants have an exercise price of $2.07 per

underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November

In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option

to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate

of 358,280 Common Shares.

“Option Warrant” means one Series A Public Warrant combined with one-half of one Series B

Public Warrant.

On November 4, 2024, the Underwriter partially exercised its over-allotment option to purchase 79,734 additional

Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts, discussed above,

issued at closing of the November 2024 Registered Offering.

On November 13, 2024, the

Company closed a non-brokered private placement (the “November 2024 Private Offering”), pursuant to binding subscription

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

“November 2024 Units”).

Each November 2024 Unit consists of one Common Share, one Warrant (collectively, the “Series

A Private Warrants”) to purchase one Common Share and one-half of one Warrant to purchase one-half of one Common Share (collectively,

the “Series B Private Warrants” and, together with the Series A Private Warrants, the “November Private Warrants”).

Each November 2024 Unit was issued and sold at a price of $1.57.

The gross proceeds of the November 2024 Private Offering were

approximately $3,500 before deducting offering expenses.

Certain directors and officers of the Company (the “Insider Investors”)

purchased November 2024 Units at a price of $1.7675 per November 2024 Unit, which price includes $0.1975 per November 2024 Unit

and allowed such directors and officers to participate in the November 2024 Private Offering in accordance with the rules of the

Nasdaq Stock Market LLC (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.

The Company recorded a non-cash expense of $34 and $110 to other operating expense and employee related

costs, respectively, representing the excess of fair value of the November 2024 Units over the purchase price paid by Insider Investors.

Based upon the

Company’s analysis of the criteria contained in ASC 815, the Company determined that the November Private Warrants met

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

NioCorp Common Shares would require shareholder approval.

As such, the November Private Warrants were recognized as warrant

liabilities on the consolidated balance sheet and were measured at their issuance date fair value of

and subsequently remeasured at each reporting period with changes being recorded as a non-operating gain or loss in the

consolidated statement of operations and comprehensive loss.

The remaining proceeds of the November 2024 Private Offering of

were allocated to Common Shares.

The Company incurred total transaction costs related to the November 2024 Private Offering

of $ 161 , of

which $ 60 was

allocated to the November Private Warrants and was expensed at closing.

The following tables disclose

the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November Private Warrants.

Schedule of Black-Scholes model used in valuing the November Public Warrants and November Private Warrants

Series A Public Warrants

Series B Public Warrants

Key Valuation Input

Closing Common Share price

Historic equity volatility

Risk-free rate

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

Series A Private Warrants

Series B Private Warrants

Key Valuation Input

Closing Common Share price

Historic equity volatility

Risk-free rate

The following table sets forth

a summary of the changes in the fair value of the November Private Warrants liabilities.

November Private Warrants

Fair value at issuance

Change in fair value

Fair value as of December 31, 2024

As of December 31, 2024,

the Company has access to up to $ 57,443 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the

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

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

The Company issued the following Common Shares

under the Yorkville Equity Facility Financing Agreement during the six months ended December 31, 2024:

The Company issued the following

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

Common Shares Issued

7 unchanged sentences

September 25, 2024

November 18, 2024

November 21, 2024

November 27, 2024

December 6, 2024

December 11, 2024

December 16, 2024

December 20, 2024

(Gain)/loss on issuance

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

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

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

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

consolidated statement of operations and comprehensive loss.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

December 31, 2024

(expressed in thousands of

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

b) Stock Options

Schedule of stock option

6 unchanged sentences

Cancelled/expired

Balance, September 30, 2024

transactions are summarized as follows.

Weighted average exercise prices related to Canadian dollar denominated warrants were

converted to U.S.

dollars using end of period foreign currency exchange rates.

of warrant transactions

Balance, December 31, 2024

On December 23, 2024, the Company

granted 935,000 Options with a fair value price of $ 0.84 per Option, based on a Black-Scholes model with a risk-free rate of 4.44 %,

average share price volatility of 67.2 %, and a five-year expected option life.

These Options were fully vested on the issuance

date and the Company expensed $ 781 in the condensed consolidated statement of operations associated with the Option grants.

Warrant transactions are summarized

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

dollars using

end of period foreign currency exchange rates.

Schedule of warrant transactions

Number of Warrants

1 unchanged sentence

Balance, June 30, 2024

Balance, September 30, 2024

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

Balance, December 31, 2024

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

Exercise Price

3 unchanged sentences

June 24, 2026

November 5, 2026

November 13, 2026

April 12, 2027

1 unchanged sentence

September 17, 2028

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

November 5, 2029

November 13, 2029

Private Warrants

On March 17, 2023 (the “Closing

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

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

In connection with the

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

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

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

Assumed Warrants”).

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

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

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

In connection with the closing

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

the GXII share purchase warrants (the

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

December 31, 2024

(expressed in thousands of

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

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

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

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

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

In no event will the

Company be required to net cash settle any Private Warrant.

Private Warrants:

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

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

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

In accordance with the NioCorp Assumed Warrant

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

are treated as Public Warrants.

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

based on observable data points.

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

using a Black Scholes pricing model:

“GXII Warrants”), as amended by an assignment, assumption and amendment agreement

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

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

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

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

Each Private Warrant entitles

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

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

No fractional shares will be

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

rounded down to the nearest whole Common Share.

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

The Private Warrants:

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

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

in the NioCorp Assumed Warrant Agreement).

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

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

The Company classifies Private

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

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

Key Valuation Input

September 30,

Closing Common Share price

3 unchanged sentences

Expected warrant life in years

change in the Private Warrants liability is presented below:

For the Three Months Ended September 30, 2024

The change in the Private Warrants

liability is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

Change in fair value

Fair value at September 30, 2024

Consent Warrants

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

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

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

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

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

The number of Contingent Consent Warrants

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

dollar exchange rate

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

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

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

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

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

Each Contingent Consent Warrant is exercisable for one Common Share

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

The number of Contingent

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

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

Fair value at December 31, 2024

Contingent Consent Warrants

As consideration for entering

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

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

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

trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which such shares may then be

listed, is less than C$10.00, subject to adjustments.

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

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

dollar exchange rate as reported by Bloomberg, L.P.)

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

Further, the number

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

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

December 31, 2024

(expressed in thousands of

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

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

On September 17, 2024, the Company’s

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

Consent Warrants to Lind III.

Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of $ 2.308

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

The number of Contingent Consent Warrants issued

was based on $ 5,000 divided by the five-day volume weighted average price of the Common Shares on September 16, 2024.

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

Key Valuation Input

3 unchanged sentences

Risk-free rate

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

This gain was recorded as a part of other

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

RELATED PARTY TRANSACTIONS

On September 11, 2024, the

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

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

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

The Company can pre-pay

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

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

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

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

The Company recognized a gain

of $103 on the issuance of the Contingent Consent Warrants.

This gain was recorded as a part of other gains in the condensed consolidated

statements of operations and comprehensive loss.

PARTY TRANSACTIONS

On September 11, 2024, the Company

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

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

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

The Company can pre-pay the Smith Loan at any time without notice and without penalty, but any amount of principal or interest

repaid by the Company prior to the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence

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

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

Smith dated September 11, 2024.

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

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

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

EXPLORATION EXPENDITURES

Through October 30, 2024, the

Company borrowed a total of $ 504 under the Smith Loan and subsequently the Company repaid $508, representing the balance of the

interest and principal outstanding under the Smith Loan, along with $ 41 related to loan origination fees payable.

As of December

31, 2024, the principal amount outstanding under the Smith Loan was $ 0 and accounts payable and accrued liabilities as of December

31, 2024, included $ 0 dollars of loan origination fees payable to Mr.

Schedule of exploration expenditures

For the Three Months Ended September 30,

For the Three Months Ended December 31,

For the Six Months

Ended December 31,

Technical studies and engineering

2 unchanged sentences

Geologists and field staff

Company incurred lease costs as follows:

For the Three Months Ended September 30,

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

incurred lease costs as follows:

For the Three Months Ended December 31,

For the Six Months

Ended December 31,

Operating Lease Cost:

3 unchanged sentences

Sublease income

Net lease cost – other operating expense

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

Lease cost – other operating expense:

The maturities of lease liabilities

are as follows at December 31, 2024:

Future Lease Maturities

5 unchanged sentences

Value Measurements

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

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

Company utilized to determine such fair value.

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

in active markets for identical instruments.

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

such as quoted prices, interest rates, and yield

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2024

(expressed in thousands

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

Fair values determined by Level 3 inputs are unobservable data points

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

The following tables present

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

June 30, 2024, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine

such fair value.

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

identical instruments.

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

interest rates, and yield curves.

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

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

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

As of September 30, 2024

As of December 31, 2024

Cash and cash equivalents

3 unchanged sentences

Warrant liabilities

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

As of June 30, 2024

4 unchanged sentences

Warrant liabilities

SUBSEQUENT EVENTS

The October Yorkville

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

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

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

to the April 2024 Purchase Agreement.

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

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

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

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

amount due on October 1, 2024.

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

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

The November 2024 Offerings

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

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

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

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

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

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

price of $1.57.

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

discounts and offering expenses.

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

and its affiliate,

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

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

expire on November 5, 2026.

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

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

In addition, pursuant to the Underwriting

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

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

“Option Warrant”

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

On November 4, 2024, the Underwriter partially

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

As of September 30, 2024,

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

These costs were deferred until

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

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

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

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

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

B Private Warrants”).

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

The gross proceeds of the November 2024 Private

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

Certain directors and officers of the Company purchased

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

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

The Series A Private

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

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

issuance, and will expire on November 13, 2029.

NioCorp currently intends to use the net proceeds from

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

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

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

The January Yorkville Consent

and the Repayment of the April 2024 Notes

On January 3, 2025, the Company

entered into a consent and waiver (the “January Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville

pursuant to the April 2024 Purchase Agreement.

The January Yorkville Consent, among other things, deferred the due date for the

amounts that would otherwise have been due to Yorkville on January 1, 2025 to the maturity date and extended the maturity date

to February 17, 2025, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure

of the Company to pay to Yorkville the remainder of the amount due on January 1, 2025.

All remaining amounts due to Lind II ($176)

and Yorkville ($1,000) under the April 2024 Notes were repaid on January 6, 2025, and February 7, 2025, respectively.

The January 2025 Offering

On January 31, 2025, the Company

closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant to the underwriting agreement, dated January 29, 2025, with Maxim Group LLC, as underwriter, pursuant to which the Company issued and sold 2,577,320 Common Shares, 2,577,320 Series A warrants to purchase up to 2,577,320 Common Shares

(the “January 2025 Series A Warrants”) and 1,288,660 Series B warrants to purchase up to an additional 1,288,660 Common

Shares (the “January 2025 Series B Warrants”).

Each Common Share was sold

together with one Series A Warrant and one-half of one Series B Warrant at a combined public offering price of $1.94.

proceeds from the January 2025 Offering were approximately $5,000 before deducting underwriting discounts and offering expenses.

The January 2025 Series A

Warrants have an exercise price of $1.98 per underlying Common Share, are exercisable immediately, and will expire on August 2, 2027.

The January 2025 Series B Warrants have an exercise price of $ 2.05 per underlying Common Share,

are exercisable immediately, and will expire on January 31, 2029.

The Company used a portion of the net proceeds from the January 2025 Offering to repay outstanding obligations

under the April 2024 Notes and currently intends to use the remaining net proceeds for working capital and general corporate purposes,

including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operations.

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

What changed 10-Q

Item 1. Financial Statements