What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-02-07 compared with 2024-11-13 · 369 added, 361 removed, 242 unchanged (75% of the section changed)

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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 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 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.

the anticipated benefits of the January 2025 Offering (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

the financial and business performance of NioCorp;

NioCorp’s anticipated results and developments

in the operations of NioCorp in future periods;

NioCorp’s 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 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 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;

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

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;

updating its technical report for the Elk Creek Project;

statements with respect to the estimation of mineral resources and mineral

the exercise of options to purchase additional land parcels;

the execution of contracts with engineering, procurement

and construction companies;

NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical

unrest on the Elk Creek Project’s economic model;

and the creation of full time and contract construction jobs over the

construction period of the Elk Creek Project.

Forward-looking

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“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.

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

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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 use the net proceeds of the November Offerings in a manner that will increase the value of shareholders’

NioCorp’s ability to operate as a going concern;

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;

covenants contained in agreements with NioCorp’s secured

creditors that may affect its assets;

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

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

terms, or at all;

NioCorp’s 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;

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;

covenants contained in agreements

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

NioCorp’s limited operating history;

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;

history of losses;

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 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;

NioCorp’s ability to attract qualified management;

estimates of mineral resources and reserves;

mineral exploration and production activities;

study results;

mineral exploration and

production activities;

feasibility 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

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;

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;

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;

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;

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;

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;

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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.

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 (the January 2025 Underwriting Agreement”), 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.

The gross proceeds from the January 2025 Offering were approximately $5.0 million 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.

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

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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 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

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 (“OPT”)

covering four parcels of land for project construction and operation which the Company does not already own.

The Company paid

$106,000 upon closing of the OPT extensions and will make periodic payments totaling $184,000 over the extension period.

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

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

Continue technical work with respect to improvements in the mine and the metallurgical process and costs.

and Operating Results

Company has no revenues from mining operations.

Operating expenses incurred related primarily to costs incurred for the advancement

Operating expenses incurred primarily related 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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

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

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

Change in fair values of convertible notes

Interest expense

Foreign exchange (gain) loss

Loss on equity securities

Income tax benefit

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

Loss attributable to noncontrolling interest

Net loss attributable to the Company

and six-month periods ended December 31, 2024 compared to the three- and six-month periods ended December 31, 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.

Employee-related

costs increased for the three- and six-month periods in 2024 as compared to 2023, primarily due to the timing of fully vested

incentive options to purchase Common Shares (“Options”) issued to employees in 2024.

fees decreased for the three-month period in 2024 primarily due to 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, partially offset by transactions expenses (primarily legal and accounting costs) associated

with the warrant liabilities incurred with the November Offerings.

Professional fees decreased for the six-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- and six-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.

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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.

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

to 2023 primarily due to the timing of fully vested Options issued to board members and advisors in 2024 as well as broker fees

and other financial service costs associated with the warrant liabilities incurred with the November Offerings.

These costs decreased

for the six-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 financial-related services, partially offset by the timing of fully vested

Options issued to board members and advisors in 2024 and an increase in investor relation services.

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

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Acquisition Corp.

II, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting

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.

The credit balances for all periods represents

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

in fair value of warrant liabilities represents the changes in fair value of Common Share purchase warrants (“Warrants”)

that are carried as liabilities in the condensed consolidated balance sheet.

Expenses for the three- and six-month periods ending

December 31, 2023, primarily related to Lind Global Asset Management III, LLC’s (“Lind III”) 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 III.

was recorded in these periods based on the impact of a lower closing Common Share price, which increased the probability of these

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

The credit amounts booked for the three-and six-month periods

ending December 31, 2024, primarily related to the impact of our declining Common Share market price on the Black-Scholes modeling

results for our outstanding warrant liabilities.

expense decreased for the three-and six-month periods in 2024 as compared to 2023 as 2023 periods 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, and was fully retired

in the first quarter of 2024, resulting in lower accretion during 2024.

Gain s for the six-month period ended December 31, 2024, primarily relates to a non-cash gain on the issuance of the Contingent

Consent Warrants, which were issued in September 2024.

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

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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.

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.

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”), 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,

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.

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

The gross proceeds from the November 2024 Registered Offering were approximately $2.5 million 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.

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 “November 2024 Units”).

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

The gross proceeds of

the November 2024 Private Offering were approximately $3.5 million before deducting offering expenses.

Certain directors and officers

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

2024 Private Unit 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.

The November Offerings and the sale of

the April 2024 Notes have provided, and the January 2025 Offering and the Yorkville Equity Facility Financing Agreement are 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 conditions.

When available,

the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more

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 for working capital and general corporate purposes, including to advance our efforts to launch construction

of the Elk Creek Project and move it to commercial operations.

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.

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 (the “Smith Loan”).

A total of $504,000 was subsequently drawn down, and subsequently the Company

repaid $508,000, representing the balance of the interest and principal outstanding under the Smith Loan, plus $41,000 related

to the loan origination fees payable.

of December 31, 2024, the Company had cash of $0.5 million and a working capital deficit of $3.1 million, compared to cash of

$2.0 million and a working capital deficit of $9.0 million on June 30, 2024.

We expect that the Company will

operate at a loss for the foreseeable future.

The Company’s current planned cash needs are approximately $13.0 million

until June 30, 2025.

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.

On 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 September Consents and the October Yorkville Consent, the “2024 Note

Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement.

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

Notes until January 31, 2025.

On January 3, 2025, NioCorp 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.

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.

See Notes 6b and 13 to the interim condensed consolidated

financial statements for additional information on the terms of the 2024 Note Consents and January Yorkville Consent,

respectively.

All remaining amounts due to Lind II ($176,000) and Yorkville ($1.0 million) under the April 2024 Notes were repaid on

January 6, 2025, And February 7, 2025, respectively.

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.

2025, are expected to be approximately $2.275 million per month where approximately $0.350 million is for corporate overhead and

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

includes general overhead costs and satisfying outstanding accounts payable.

This also includes anticipated

financing costs associated with the Elk Creek Project.

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.

Approximately

$1.925 million per month is planned for expenditures relating to the advancement of the Elk Creek Project by NioCorp’s majority

owned subsidiary, ECRC, including an updated mine plan in connection with the EXIM application process.

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 $12.0

million to $15.0 million, net of funds raised from advances under the Yorkville Equity Facility Financing Agreement and borrowings

under the Smith Loan, if any, 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 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.

Current Elk Creek property lease commitments

are $136,000 through 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.

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

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.

As part of the diligence process, EXIM has identified additional project activities to be undertaken,

including, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis

reflecting updated process flows.

However, there can be no assurance what further project activities or matters EXIM may request

in connection with the application process.

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 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.

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.

Except for the potential funding from advances under the Yorkville Equity Facility Financing Agreement,

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 January 2025 Underwriting Agreement also contains certain covenants

that, among other things, limit NioCorp’s ability 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, subject to certain exceptions.

Notwithstanding the restrictions set forth in the

Exchange Agreement and the January 2025 Underwriting 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.

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

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.

However, we cannot provide any assurances that we will be able to be successful in raising

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

10 unchanged sentences

During the three months ended

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

December 31, 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

9 unchanged sentences

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:

the six months ended December 31, 2024, the Company’s operating activities consumed $2.0 million of cash (2023:

$4.6 million).

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

The cash used in operating activities for the six months ended December 31, 2024, reflects the Company’s funding of losses

of $2.6 million, increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, 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:

Overall, operational outflows during the six months ended December 31, 2024, decreased from the corresponding

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

Going forward,

the Company’s working capital requirements are expected to increase substantially in connection with the development of

the Elk Creek Project.

inflows were $0.5 million during the three months ended December 31, 2024 (2023 inflows:

$2.9 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.

the gross receipts of $6.0 million from the November Offerings and $1.8 million from Common Share issuances under the Yorkville

Equity Facility Financing Agreement, offset by $6.0 million of convertible debt repayments and $1.3 million of share issuance

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 historically relied upon

debt and equity financings to finance its activities.

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

2025 Underwriting Agreement, the Company may pursue additional debt and/or equity financing in the medium term;

however, there

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

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

25 unchanged sentences

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

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.

19 unchanged sentences

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.

Company has one class of shares, being Common Shares.

A summary of outstanding shares, Options, Warrants, and convertible debt

as of February 7, 2025, is set out below, on a fully diluted basis.

shares of ECRC Class B common stock (1)

1 unchanged sentence

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.

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

14,709,869 Warrants that are each exercisable into one Common 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