NIOCORP DEVELOPMENTS LTD 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sales of Unregistered Securities The Company issued and sold the following Common Shares in reliance on exemptions from the registration requirements of the Securities Act: Date Gross Proceeds ($000s) Shares Issued Price/Share ($) November 13, 2024 (1) 3,500.8 5,499,005 (2) (3) November 18, 2024 (4) 158.3 115,000 $ 1.3767 November 21, 2024 (4) 147.2 110,000 $ 1.3381 November 27, 2024 (4) 136.8 105,000 $ 1.3024 December 6,2024 (4) 155.4 110,000 $ 1.4126 December 11, 2024 (4) 218.7 141,000 $ 1.5512 December 16, 2024 (4) 168.3 120,000 $ 1.4026 December 20, 2024 (4) 149.0 110,000 $ 1.3545 (1) Issued in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof in connection with the closing of the November 2024 Private Offering and based upon representations and warranties of the Private Placement Investors in connection therewith. (2) Represents 2,199,602 Units, each of which consisted of one Common Share, one Series A Private Warrant and one-half of one Series B Private Warrant. 31 (3) The Units were sold at a price of $1.57 per Unit to Private Placement Investors other than the Insider Investors. The Units were sold to the Insider Investors at a price of $1.7675 per Unit, which price includes $0.1975 per Unit purchased by the Insider Investors and allowed the Insider Investors to participate in the November 2024 Private Offering in accordance with the rules of Nasdaq. (4) Issued in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended December 31, 2024, the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.