NIOCORP DEVELOPMENTS LTD 10-Q

ITEM 1. FINANCIAL STATEMENTS Contents Page Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 (unaudited) 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2024 and 2023 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (unaudited) 4 Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and six months ended December 31, 2024 and 2023 (unaudited) 5 Notes to condensed consolidated financial statements (unaudited) 6 - 18 1 NioCorp Developments Ltd. Condensed Consolidated Balance Sheets (expressed in thousands of U.S. dollars, except share data) (unaudited) As of December 31, 2024 June 30, 2024 ASSETS Current Cash and cash equivalents $ 477 $ 2,012 Prepaid expenses and other 261 916 Total current assets 738 2,928 Non-current Deposits 35 35 Investment in equity securities 4 4 Right-of-use assets 151 181 Land and buildings, net 840 837 Mineral properties 16,085 16,085 Total assets $ 17,853 $ 20,070 LIABILITIES Current Accounts payable and accrued liabilities $ 2,552 $ 1,843 Warrant liabilities, at fair value - 2,365 Convertible debt 1,176 7,660 Operating lease liability 97 96 Total current liabilities 3,825 11,964 Non-current Warrant liabilities, at fair value 2,687 1,651 Earnout liability, at fair value 3,064 3,817 Operating lease liability 70 104 Total liabilities 9,646 17,536 Commitments and contingencies - - Redeemable noncontrolling interest 1,316 1,534 SHAREHOLDERS’ EQUITY Common stock, no par value, unlimited shares authorized; 43,671,287 and 38,062,647 shares outstanding, respectively 172,235 163,823 Accumulated deficit ( 164,433 ) ( 161,912 ) Accumulated other comprehensive loss ( 911 ) ( 911 ) Total shareholders’ equity 6,891 1,000 Total liabilities, redeemable noncontrolling interest, and shareholders’ equity $ 17,853 $ 20,070 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 NioCorp Developments Ltd. Condensed Consolidated Statements of Operations and Comprehensive Loss (expressed in thousands of U.S. dollars, except share and per share data) (unaudited) For the three months ended December 31, For the six months ended December 31, 2024 2023 2024 2023 Operating expenses Employee related costs $ 904 $ 328 $ 1,234 $ 650 Professional fees 772 952 1,222 2,139 Exploration expenditures 261 828 399 1,928 Other operating expenses 964 809 1,441 1,643 Total operating expenses 2,901 2,917 4,296 6,360 Change in fair value of earnout shares liability ( 1,569 ) ( 806 ) ( 753 ) ( 2,899 ) Change in fair value of warrant liabilities ( 837 ) 71 ( 893 ) 144 Change in fair value of convertible notes 23 - 40 - Interest expense 4 1,176 48 3,251 Foreign exchange (gain) loss ( 4 ) 28 4 17 Other gains - - ( 122 ) - Loss on equity securities - 1 - 2 Loss before income taxes ( 518 ) ( 3,387 ) ( 2,620 ) ( 6,875 ) Income tax benefit - - - ( 101 ) Net loss and comprehensive loss ( 518 ) ( 3,387 ) ( 2,620 ) ( 6,774 ) Less: Net loss attributable to redeemable noncontrolling interest ( 68 ) ( 96 ) ( 99 ) ( 270 ) Net loss and comprehensive loss attributable to the Company $ ( 450 ) $ ( 3,291 ) $ ( 2,521 ) $ ( 6,504 ) Loss per common share, basic and diluted $ ( 0.01 ) $ ( 0.09 ) $ ( 0.06 ) $ ( 0.18 ) Weighted average common shares outstanding, basic and diluted 41,168,372 33,255,557 39,764,858 32,555,092 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 NioCorp Developments Ltd. Condensed Consolidated Statements of Cash Flows (expressed in thousands of U.S. dollars) (unaudited) For the six months ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ ( 2,620 ) $ ( 6,774 ) Adjustments for: Change in valuation of earnout shares liability ( 753 ) ( 2,899 ) Change in valuation of warrant liabilities ( 893 ) 144 Other gain ( 122 ) - Share based compensation 781 - Fair value of private placement warrants 144 102 Accretion of convertible debt 44 3,251 Change in fair value of convertible note 40 - Yorkville share issuances 37 63 Depreciation 1 1 Unrealized loss on equity securities - 2 Non-cash lease activity ( 2 ) 22 ( 3,343 ) ( 6,088 ) Change in working capital items: Prepaid expenses 654 953 Accounts payable and accrued liabilities 709 510 Net cash used in operating activities ( 1,980 ) ( 4,625 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of land and buildings ( 5 ) - Net cash used in investing activities ( 5 ) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of capital stock 7,828 3,054 Related party debt draws 33 - Related party debt repayments ( 33 ) - Convertible debt repayments ( 6,047 ) - Share issue costs ( 1,331 ) ( 136 ) Net cash provided by financing activities 450 2,918 Change in cash and cash equivalents during period ( 1,535 ) ( 1,707 ) Cash and cash equivalents, beginning of period 2,012 2,341 Cash and cash equivalents, end of period $ 477 $ 634 Supplemental cash flow information: Conversion of debt for common shares $ 501 $ 8,306 Value of warrants issued 2,262 - Interest paid 4 - The accompanying notes are an integral part of these condensed consolidated financial statements. 4 NioCorp Developments Ltd. Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest (expressed in thousands of U.S. dollars, except for share data) (unaudited) Common Shares Outstanding Common Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Redeemable Noncontrolling Interest Balance, September 30, 2023 32,913,419 $ 147,697 $ ( 153,690 ) $ ( 911 ) $ ( 6,904 ) $ 1,926 Exercise of options 7,800 - - - - - Private placements 413,432 1,393 - - 1,393 - Yorkville equity facility draws 75,000 244 - - 244 - Debt conversions 682,193 2,577 - - 2,577 - Share issuance costs - ( 101 ) - - ( 101 ) - Loss for the period - - ( 3,291 ) - ( 3,291 ) ( 96 ) Balance, December 31, 2023 34,091,844 $ 151,810 $ ( 156,981 ) $ ( 911 ) $ ( 6,082 ) $ 1,830 Balance, September 30, 2024 38,720,244 $ 167,275 $ ( 163,983 ) $ ( 911 ) $ 2,381 $ 1,503 November 2024 Registered Offering 1,592,356 2,502 - - 2,502 - November 2024 Private Offering 2,199,602 1,716 - - 1,716 - Yorkville equity facility draws 811,000 1,172 - - 1,172 - Redemptions of vested shares 348,085 119 - - 119 ( 119 ) Share-based compensation - 781 - - 781 - Share issuance costs - ( 1,330 ) - - ( 1,330 ) - Loss for the period - - ( 450 ) - ( 450 ) ( 68 ) Balance, December 31, 2024 43,671,287 $ 172,235 $ ( 164,433 ) $ ( 911 ) $ 6,891 $ 1,316 Common Shares Outstanding Common Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Redeemable Noncontrolling Interest Balance, June 30, 2023 31,202,131 $ 140,421 $ ( 150,477 ) $ ( 911 ) $ ( 10,967 ) $ 2,100 Exercise of options 7,800 - - - - - Private placements 663,432 2,393 - - 2,393 - Yorkville equity facility draws 220,000 829 - - 829 - Debt conversions 1,998,481 8,306 - - 8,306 - Share issuance costs - ( 139 ) - - ( 139 ) - Loss for the period - - ( 6,504 ) - ( 6,504 ) ( 270 ) Balance, December 31, 2023 34,091,844 $ 151,810 $ ( 156,981 ) $ ( 911 ) $ ( 6,082 ) $ 1,830 Balance, June 30, 2024 38,062,647 $ 163,823 $ ( 161,912 ) $ ( 911 ) $ 1,000 $ 1,534 November 2024 Registered Offering 1,592,356 2,502 - - 2,502 - November 2024 Private Offering 2,199,602 1,716 - - 1,716 - Yorkville equity facility draws 1,210,250 1,863 - - 1,863 - Redemptions of vested shares 348,085 119 - - 119 ( 119 ) Debt conversions 258,347 501 - - 501 - Issuance of warrants - 2,262 - - 2,262 - Share-based compensation - 781 - - 781 - Share issuance costs - ( 1,332 ) - - ( 1,332 ) - Loss for the period - - ( 2,521 ) - ( 2,521 ) ( 99 ) Balance, December 31, 2024 43,671,287 $ 172,235 $ ( 164,433 ) $ ( 911 ) $ 6,891 $ 1,316 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 1. DESCRIPTION OF BUSINESS NioCorp 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. The 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. 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. 2. 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 (Topic 280): 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. 6 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 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. Early adoption is permitted and the amendments should be applied prospectively; however, retrospective application is permitted. We are 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 line item. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This 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 estimates. 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 per Share 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: 7 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. 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, 2024 2023 2024 2023 Net loss $ ( 518 ) ( 3,387 ) $ ( 2,620 ) $ ( 6,774 ) Adjust: Net loss attributable to noncontrolling interest ( 68 ) ( 96 ) ( 99 ) ( 270 ) Net loss available to participating securities ( 450 ) ( 3,291 ) ( 2,521 ) ( 6,504 ) Net loss attributable to vested shares of ECRC Class B common stock ( 48 ) ( 321 ) ( 176 ) ( 580 ) Net loss attributed to common shareholders - basic and diluted $ ( 402 ) ( 2,970 ) $ ( 2,345 ) $ ( 5,924 ) Denominator: Weighted average shares outstanding – basic and diluted 41,168,372 33,255,557 39,764,858 32,555,092 Loss per Common Share outstanding – basic and diluted $ ( 0.01 ) ( 0.09 ) $ ( 0.06 ) $ ( 0.18 ) 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 and Six Months Ended December 31, Excluded potentially dilutive securities (1) (2) : 2024 2023 Options 3,068,000 938,000 Warrants (3) 26,740,515 19,032,421 Convertible debt - 2,089,860 Total potential dilutive securities 29,808,515 22,060,281 (1) 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. (2) Earnout Shares are excluded as the vesting terms were not met as of the end of the reporting period. (3) 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. 3. 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 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 plans 8 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. 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. 4. 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. 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Schedule of account payable and accrued liabilities: As of December 31, 2024 June 30, 2024 Accounts payable, trade $ 2,243 $ 1,417 Trade payable accruals 261 350 Environmental accruals 48 48 Loan origination fees payable to related party - 28 Total accounts payable and accrued liabilities $ 2,552 $ 1,843 6. DEBT a) Yorkville Convertible Debenture 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. The change in the Convertible Debentures is presented below: For the Six Months Ended December 31, 2024 Balance at June 30, 2024 $ 571 Accretion expense 43 Principal and interest converted ( 614 ) Balance, December 31, 2024 $ - 9 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. 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 December 31, For the Six Months Ended December 31, Component of Interest Expense 2024 2023 2024 2023 Contractual interest $ - $ 91 $ 1 $ 221 Amortization of discount and issuance costs - 1,085 42 3,030 Total $ - $ 1,176 $ 43 $ 3,251 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. The change in the April 2024 Notes is presented below: For the Six Months Ended December 31, 2024 Fair value at June 30, 2024 $ 7,089 Principal payments ( 5,953 ) Change in fair value 40 Balance, December 31, 2024 $ 1,176 Remaining Principal Balance, December 31, 2024 $ 1,176 The change in the April 2024 Warrant liability is presented below: For the Six Months Ended December 31, 2024 Fair value at June 30, 2024 $ 298 Change in fair value ( 86 ) Fair value at December 31, 2024 $ 212 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 Agreement. 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. 10 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 7. CLASS B COMMON STOCK OF ECRC The 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. 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 December 31, 2024 June 30, 2024 Closing Common Share price $ 1.55 $ 1.73 Term (expiry) March 17, 2033 March 17, 2033 Implied volatility of Public Warrants 64.0 % 65.0 % Risk-free rate 4.52 % 4.35 % 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 $ 3,817 Change in fair value ( 753 ) Fair value at December 31, 2024 $ 3,064 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. Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding offset booked to equity. As of December 31, 2024, 3,934,031 Vested Shares remained outstanding. 8. COMMON SHARES a) Issuance 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. 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 $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 11 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. 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 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. 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 $ 1,928 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 $ 1,573 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 December 31, 2024 November 5, 2024 December 31, 2024 November 5, 2024 Closing Common Share price $ 1.55 $ 1.455 $ 1.55 $ 1.455 Term (years) 4.5 4.5 1.85 2.0 Historic equity volatility 67.98 % 67.43 % 70.84 % 67.13 % Risk-free rate 4.36 % 4.14 % 4.25 % 4.20 % 12 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) Series A Private Warrants Series B Private Warrants Key Valuation Input December 31, 2024 November 13, 2024 December 31, 2024 November 13, 2024 Closing Common Share price $ 1.55 $ 1.49 $ 1.55 $ 1.49 Term (years) 4.5 4.5 1.87 2.0 Historic equity volatility 67.98 % 67.52 % 70.47 % 67.26 % Risk-free rate 4.36 % 4.30 % 4.25 % 4.20 % 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 $ 1,929 Change in fair value 152 Fair value as of December 31, 2024 $ 2,081 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: Date Common Shares Issued Gross Funds Received Market Value of Shares Issued (Gain)/Loss on Issuance August 28, 2024 75,000 $ 140 $ 133 $ ( 7 ) September 3, 2024 71,000 124 123 ( 1 ) September 6, 2024 71,500 118 118 - September 16, 2024 72,000 124 124 - September 19, 2024 49,750 85 85 - September 25, 2024 60,000 101 108 7 November 18, 2024 115,000 158 167 9 November 21, 2024 110,000 147 150 3 November 27, 2024 105,000 137 138 1 December 6, 2024 110,000 155 187 32 December 11, 2024 141,000 219 212 ( 7 ) December 16, 2024 120,000 168 166 ( 2 ) December 20, 2024 110,000 149 154 5 (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 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. 13 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) b) Stock Options Schedule of stock option Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Life Balance, June 30, 2024 2,495,500 $ 4.78 Granted 935,000 1.40 Exercised - - Cancelled/expired ( 362,500 ) 9.35 Balance, December 31, 2024 3,068,000 $ 3.17 $ 140 3.89 Years 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. c) Warrants Warrant 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. Schedule of warrant transactions Number of Warrants Weighted Average Exercise Price Balance, June 30, 2024 18,563,561 $ 10.53 Granted 8,624,272 2.00 Exercised - - Expired ( 447,318 ) 8.94 Balance, December 31, 2024 26,740,515 $ 7.81 At December 31, 2024, the Company had outstanding exercisable Warrants, as follows: Number Exercise Price Expiry Date 855,800 C$ 9.70 February 19, 2025 250,000 $ 4.60 September 1, 2025 413,432 $ 3.54 December 22, 2025 315,000 $ 2.20 June 24, 2026 1,672,090 $ 1.75 November 5, 2026 2,199,602 $ 1.75 November 13, 2026 615,385 $ 3.25 April 12, 2027 15,666,626 $ 11.50 March 17, 2028 2,816,742 $ 2.31 September 17, 2028 836,045 $ 2.07 November 5, 2029 1,099,793 $ 2.07 November 13, 2029 26,740,515 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 14 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) “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”). 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: (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. 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 model: Key Valuation Input December 31, 2024 June 30, 2024 Closing Common Share price $ 1.55 $ 1.73 Strike price $ 11.50 $ 11.50 Implied volatility of Public Warrants 62.5 % 69.0 % Risk free rate 4.35 % 4.45 % Dividend yield 0 % 0 % Expected warrant life in years 3.2 3.7 The change in the Private Warrants liability is presented below: For the Six Months Ended December 31, 2024 Fair value at June 30, 2024 $ 1,353 Change in fair value ( 960 ) Fair value at December 31, 2024 $ 393 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. 15 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 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. The Company valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation with the following inputs: The Company valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation with the following inputs: Key Valuation Input September 17, 2024 Closing Common Share price $ 1.74 Term (years) 4.0 Historic equity volatility 67.14 % Risk-free rate 3.44 % 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. 9. RELATED PARTY TRANSACTIONS On September 11, 2024, the Company and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into a loan agreement (the “Smith Loan Agreement”), which provides for a $ 2,000 non-revolving, multi-draw credit facility (the “Smith Loan”). The Smith Loan has an interest rate of 10 % per annum, calculated monthly in arrears, through the date of repayment of the Smith Loan. The Company can pre-pay the Smith Loan at any time without notice and without penalty, but any amount of principal or interest repaid by the Company prior to the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence of an event of default under the Smith Loan Agreement will be subject to an early payment fee of 2.5 % of the value of any such payment. The Smith Loan is secured by all of the Company’s assets pursuant to a general security agreement between the Company and Mr. Smith dated September 11, 2024. 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. Smith. 10. Exploration Expenditures Schedule of exploration expenditures For the Three Months Ended December 31, For the Six Months Ended December 31, 2024 2023 2024 2023 Technical studies and engineering $ 4 $ 97 $ 4 $ 297 Field management and other 210 147 301 282 Metallurgical development 47 584 94 1,330 Geologists and field staff - - - 19 Total $ 261 $ 828 $ 399 $ 1,928 16 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 11. Leases The Company incurred lease costs as follows: For the Three Months Ended December 31, For the Six Months Ended December 31, Operating Lease Cost: 2024 2023 2024 2023 Fixed rent expense $ 23 $ 23 $ 46 $ 45 Variable rent expense 4 3 7 7 Short-term lease cost 2 2 5 5 Sublease income ( 15 ) ( 10 ) ( 24 ) ( 16 ) Lease cost – other operating expense: $ 14 $ 18 $ 34 $ 41 The maturities of lease liabilities are as follows at December 31, 2024: Future Lease Maturities Total remaining lease payments $ 197 Less portion of payments representing interest ( 30 ) Present value of lease payments 167 Less current portion of lease payments ( 97 ) Non-current lease liability $ 70 12. Fair Value Measurements 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 December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 477 $ 477 $ - $ - Investment in equity securities 4 4 - - Total $ 481 $ 481 $ - $ - Liabilities: April 2024 notes $ 1,176 $ - $ - $ 1,176 Earnout Shares liability 3,064 - - 3,064 Warrant liabilities 2,687 - 2,687 - Total $ 6,927 $ - $ 2,687 $ 4,240 17 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) As of June 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 2,012 $ 2,012 $ - $ - Investment in equity securities 4 4 - - Total $ 2,016 $ 2,016 $ - $ - Liabilities: April 2024 notes $ 7,089 $ - $ - $ 7,089 Earnout Shares liability 3,817 - - 3,817 Warrant liabilities 4,016 - 1,651 2,365 Total $ 14,922 $ - $ 1,651 $ 13,271 13. SUBSEQUENT EVENTS 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. The gross 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. 18