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Item 1. Financial Statements

2025-05-08 compared with 2025-02-07 · 541 added, 532 removed, 271 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

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

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

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

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

to condensed consolidated financial statements (unaudited)

Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and nine months ended March 31, 2025 and 2024 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of U.S.

(expressed in thousands of

dollars, except share data) (unaudited)

31 unchanged sentences

For the three months

ended December 31,

For the six months

ended December 31,

ended March 31,

For the nine months

ended March 31,

Operating expenses

23 unchanged sentences

dollars) (unaudited)

For the six months

ended December 31,

For the nine months

ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

39 unchanged sentences

Common Shares Outstanding

Accumulated Deficit

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, September 30, 2023

Balance, December 31, 2023

$ ( 156,981 )

Exercise of options

Private placements

Yorkville equity facility draws

1 unchanged sentence

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share based compensation

Loss for the period

Balance, December 31, 2023

Balance, March 31, 2024

$ ( 161,037 )

Balance, September 30, 2024

Balance, December 31, 2024

$ ( 164,433 )

November 2024 Registered Offering

November 2024 Private Offering

Equity placement

Warrant exercises

Option exercises

Yorkville equity facility draws

Redemptions of vested shares

Share-based compensation

1 unchanged sentence

Loss for the period

Balance, December 31, 2024

Balance, March 31, 2025

$ ( 169,730 )

Common Shares Outstanding

Accumulated Deficit

Accumulated Other Comprehensive Loss

2 unchanged sentences

$ ( 150,477 )

Equity placements

Exercise of options

Private placements

Yorkville equity facility draws

1 unchanged sentence

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share based compensation

Loss for the period

Balance, December 31, 2023

Balance, March 31, 2024

$ ( 161,037 )

1 unchanged sentence

$ ( 161,912 )

November 2024 Registered Offering

November 2024 Private Offering

Equity placements

Warrant exercises

Option exercises

Yorkville equity facility draws

5 unchanged sentences

Loss for the period

Balance, December 31, 2024

Balance, March 31, 2025

$ ( 169,730 )

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

DESCRIPTION OF BUSINESS

NioCorp Developments Ltd.

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

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

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

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

The Company currently earns

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

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

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

and maintaining continued support from its shareholders and creditors.

These interim condensed consolidated

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

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

These financial statements do not reflect

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

BASIS OF PRESENTATION

a) Basis of Presentation

and Consolidation

The accompanying interim condensed

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

States of America (“U.S.

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

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

with all significant intercompany transactions eliminated.

The accounting policies followed in preparing these interim condensed

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

the year ended June 30, 2024.

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

In the opinion of management,

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

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

consolidated financial statements.

Certain information and footnote disclosures normally included in the consolidated financial

statements prepared in accordance with U.S.

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

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

statements for the year ended June 30, 2024.

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

June 30, 2025, or future operating periods.

b) Recent Accounting Standards

Issued and Not Effective

In November 2023, the Financial

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

March 31, 2025

(expressed in thousands of U.S.

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

Developments Ltd.

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

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

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

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

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.

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

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

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

OF PRESENTATION

of Presentation and Consolidation

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

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

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

Commission (“SEC”).

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

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

The accounting policies followed

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

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

Certain transactions include reference to Canadian dollars

(“C$”) where applicable.

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

of the financial position, results of operations, and cash flows as of March 31, 2025, and for all periods presented, have been

included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included

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

GAAP have been condensed or omitted pursuant to appropriate

SEC rules and regulations.

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

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

The interim results are not necessarily indicative of results

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

Accounting Standards

and Not Effective

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.

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

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

In December 2023, the FASB issued

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

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

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

ASU 2023-09 is

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

adoption is permitted and the amendments should be applied prospectively;

however, retrospective application is permitted.

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

In November 2024, the FASB issued

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

Disaggregation

of Income Statement Expenses.

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

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

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

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

on a prospective or retrospective basis.

March 31, 2025

(expressed in thousands of U.S.

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

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;

retrospective application is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements

and related disclosures.

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

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

will be affected.

The Company acquired a federal

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

As a result of post-transaction losses at

Elk Creek Resources Corp.

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

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

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

The Company maintains a full valuation allowance against future

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

d) Basic and Diluted Earnings

The Company utilizes the weighted

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

The following

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

We are currently evaluating

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

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective

Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a

material impact on the Company’s consolidated financial statements upon adoption.

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

GAAP requires management to make estimates and assumptions

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

of the financial statements, and the reported amounts of 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, 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.

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

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 nine months ended March 31, 2024.

The Company maintains a full valuation

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

and Diluted Earnings per Share

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

of loss per share.

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

attributable to common shareholders:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

March 31, 2025

(expressed in thousands of U.S.

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

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Net loss attributable to noncontrolling interest

4 unchanged sentences

Loss per Common Share outstanding – basic and diluted

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.

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,

For the Three and Nine Months

Ended March 31,

Excluded potentially dilutive securities (1)(2):

1 unchanged sentence

Total potential dilutive securities

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

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

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

Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 11,073,889 Warrants that are each exercisable into one Common Share.

GOING CONCERN

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

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.

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

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

The remaining Warrants are each

exercisable into one Common Share.

Company incurred a loss of $ 7,818

for the nine months ended March 31, 2025 (nine months ended March 31, 2024 - $ 10,560 )

and had an accumulated deficit of $ 169,730

as of March 31, 2025.

As a development stage issuer, the Company has not yet commenced its mining operations and accordingly

does not generate any revenue.

As of March 31, 2025, the Company had cash of $ 1,294 ,

which will not be sufficient to fund normal operations for the next twelve months from the date these interim condensed consolidated financial statements are issued.

These conditions and events raise

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

response to these conditions and events, the Company plans to obtain additional 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 Company’s plans to obtain additional financing have not been finalized, are subject to market conditions,

and are not within

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

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

control and therefore cannot be deemed probable.

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

and commencement of operations.

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

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

These interim condensed consolidated

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

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

MINERAL PROPERTIES

During the quarter ended December 31, 2024,

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

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

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

The Company paid $106 upon closing of the OTP extensions

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

ACCOUNTS PAYABLE AND ACCRUED

March 31, 2025

(expressed in thousands of U.S.

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

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.

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.

the nine months ended March 31, 2025, the Company completed negotiations with 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 six parcels of land for project construction and operation which the Company does not already own.

The Company paid $196

upon closing of the OTP extensions and will make periodic payments totaling $206 over the extension period.

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities:

December 31, 2024

March 31, 2025

June 30, 2024

Accounts payable, trade

3 unchanged sentences

Total accounts payable and accrued liabilities

a) Yorkville Convertible

On July 19, 2024, the Company

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

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

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

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

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

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

in the Convertible Debentures is presented below:

For the Six Months Ended

December 31, 2024

Balance at June 30, 2024

Convertible Debenture

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

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

Debentures”) issued to Yorkville pursuant to the Securities Purchase Agreement, dated January 26, 2023 (the “Yorkville

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

The Company recorded

a gain on extinguishment of $ 19 as part other gains in the condensed consolidated statements of operations and comprehensive loss.

change in the Convertible Debentures is presented below :

For the Nine Months Ended

March 31, 2025

Balance as of June 30, 2024

Accretion expense

Principal and interest converted

Balance, December 31, 2024

Balance as of March 31, 2025

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

The following table discloses

the components of interest expense associated with the Convertible Debentures.

March 31, 2025

(expressed in thousands of U.S.

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

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

For the Three Months Ended

For the Six Months Ended

Component of Interest Expense

For the Nine Months Ended

Contractual interest

Amortization of discount and issuance costs

b) April 2024 Notes

On April 12, 2024, the Company

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

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

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

each of the April 2024 Purchasers.

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

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

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

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

or recapitalization.

in the April 2024 Notes is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

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.

changes in the April 2024 Notes and the April 2024 Warrant liability are presented below, respectively :

April 2024 Notes:

For the Nine Months Ended March 31, 2025

Balance as of June 30, 2024

Principal payments

Change in fair value

Balance, December 31, 2024

Remaining Principal Balance, December 31, 2024

in the April 2024 Warrant liability is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

Balance as of March 31, 2025

Schedule of change in the April 2024 Warrant liability

April 2024 Warrant Liability:

For the Nine Months Ended March 31, 2025

Fair value as of June 30, 2024

Change in fair value

Fair value at December 31, 2024

On September 4, 2024 and October

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

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

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

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

of the April 2024 Notes until January 31, 2025.

Except as modified by the 2024

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

as previously disclosed are unchanged.

Fair value as of March 31, 2025

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.

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.

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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

CLASS B COMMON STOCK

The shares of Class B common

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

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

Certain of such shares were vested as of the

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

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

“Earnout Shares”).

Earnout Shares

The Earnout Shares were valued

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

Key Valuation Input

March 31, 2025

(expressed in thousands of U.S.

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

B COMMON STOCK OF ECRC

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

II (“GXII”), include rights under which the holders may exchange such shares into Common Shares.

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

Closing Common Share price

4 unchanged sentences

Risk-free rate

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

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

ended March 31, 2025 :

For the Nine Months Ended March 31, 2025

Fair value as of June 30, 2024

Change in fair value

Fair value at December 31, 2024

Vested Shares

On December 12, 2024, and December

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

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

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

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

with a corresponding offset booked to equity.

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

Fair value as of March 31, 2025

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 March 31, 2025, 3,934,031 Vested

Shares remained outstanding.

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

(“Maxim”), 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.

On November 5, 2024, the

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

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

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

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

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

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

price of $1.57.

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

discounts and offering expenses.

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

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

The Series A Public

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

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

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

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

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

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

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

of 358,280 Common Shares.

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

Public Warrant.

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

March 31, 2025

(expressed in thousands of U.S.

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

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 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 Maxim 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, Maxim 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

and were issued at closing of the November 2024 Registered Offering.

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 consisted of one Common Share, one Warrant

(a “Series A Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant,

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

with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share.

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 Private Warrant 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

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

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

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

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

NioCorp Common Shares would require shareholder approval.

As such, the November Private Warrants were recognized as warrant

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

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

consolidated statement of operations and comprehensive loss.

The remaining proceeds of the November 2024 Private Offering of

were allocated to Common Shares.

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

of $ 161 , of

which $ 60 was

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

The following tables disclose

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

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.

following tables disclose the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November

Private Warrants, respectively.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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

November 5, 2024

November Public Warrants:

Series A Public Warrants

Series B Public Warrants

Key Valuation Input

Closing Common Share price

1 unchanged sentence

Risk-free rate

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

November Private Warrants:

Series A Private Warrants

Series B Private Warrants

Key Valuation Input

Closing Common Share price

1 unchanged sentence

Risk-free rate

The following table sets forth

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

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

Fair value at issuance (November 13, 2024)

Change in fair value

Fair value as of December 31, 2024

As of December 31, 2024,

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

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

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

The Company issued the following Common Shares

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

Fair value as of March 31, 2025

January 31, 2025, the Company closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant

to an underwriting agreement, dated January 29, 2025, with Maxim, 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” and, together with the January 2025 Series A Warrants, the “January 2025 Warrants”).

Each Common Share was sold together with one January 2025 Series A Warrant and one-half of one January 2025 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 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 January 2025 Warrants on the date

of issuance, with $2,200 allocated to the fair value of the January 2025 Warrants and the balance of the proceeds of $2,800 allocated

to Common Shares.

The Company incurred total transaction costs related to the January 2025 Offering of $799, which were treated

as share issuance costs at closing.

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 .

following primary inputs were used in the Black-Scholes model for valuing the January 2025 Warrants :

Series A Public Warrants

Series B Public Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

of March 31, 2025, the Company has access to up to $56,157 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:

Common Shares under the Yorkville Equity Facility Financing Agreement during the three and nine month periods presented below :

The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the nine months period:

For The Three Months

Ended March 31,

For The Nine Months

Ended March 31,

Common Shares issued

Gross funds received

Market Value of Shares Issued

August 28, 2024

September 3, 2024

September 6, 2024

September 16, 2024

September 19, 2024

September 25, 2024

November 18, 2024

November 21, 2024

November 27, 2024

December 6, 2024

December 11, 2024

December 16, 2024

December 20, 2024

(Gain)/loss on issuance

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

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

consolidated statement of operations and comprehensive loss.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

b) Stock Options

Market value of Common Shares Issued

Loss on issuance

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.

Schedule Of Stock Option

6 unchanged sentences

Cancelled/expired

Balance, December 31, 2024

On December 23, 2024, the Company

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

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

These Options were fully vested on the issuance

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

Warrant transactions are summarized

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

dollars using

end of period foreign currency exchange rates.

Balance, March 31, 2025

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.

February 24, 2025, the Company granted 10,000 Options with a fair value price of $1.13 per Option, based on a Black-Scholes model

with a risk-free rate of 4.28%, average share price volatility of 73.3%, and a three-year expected option life.

These Options

were 50% vested on the issuance date with the remaining portion vesting over one year.

The Company expensed $6 in the condensed

consolidated statement of operations associated with the grant and the remaining balance will be amortized over the vesting period.

Schedule of warrant transactions

2 unchanged sentences

Balance, June 30, 2024

Balance, December 31, 2024

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

( 1,303,118 )

Balance, March 31, 2025

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

of March 31, 2025, the Company had outstanding exercisable Warrants, as follows :

Exercise Price

February 19, 2025

September 1, 2025

4 unchanged sentences

April 12, 2027

August 2, 2027

March 17, 2028

September 17, 2028

January 31, 2029

November 5, 2029

November 13, 2029

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

In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s

obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an

assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate

of 15,666,626 Warrants (the “NioCorp Assumed Warrants”).

The Company issued (a) 9,999,959 public NioCorp Assumed Warrants

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

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

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).

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

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

In no event will the Company be required to net cash

settle any Private Warrant.

Private Warrants:

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

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

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

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

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

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

Each Private Warrant entitles

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

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

No fractional shares will be

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

rounded down to the nearest whole Common Share.

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

The Private Warrants:

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

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

in the NioCorp Assumed Warrant Agreement).

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

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

The Company classifies Private

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

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

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

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

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

In accordance with the NioCorp Assumed Warrant

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

are treated as Public Warrants.

Company classifies the 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

4 unchanged sentences

Expected warrant life in years

The change in the Private Warrants

liability is presented below:

For the Six Months Ended

December 31, 2024

Fair value at June 30, 2024

Change in fair value

Fair value at December 31, 2024

Contingent Consent Warrants

As consideration for entering

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

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

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

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

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

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

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

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

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

Further, the number

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

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

On September 17, 2024, the Company’s

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

Consent Warrants to Lind III.

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

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

The number of Contingent Consent Warrants issued

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

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

change in the Private Warrants liability is presented below :

For the Nine Months Ended March 31, 2025

Fair value as of June 30, 2024

Change in fair value

Fair value as of March 31, 2025

Consent Warrants

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

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

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

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

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

The number of Contingent Consent Warrants

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

dollar exchange rate

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

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.

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.

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

3 unchanged sentences

Risk-free rate

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.

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

This gain was recorded as a part of other

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

PARTY TRANSACTIONS

On September 11, 2024, the Company

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

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

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

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

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

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

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

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.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

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 March 31, 2025, the principal amount outstanding under the Smith Loan was $ 0 and accounts payable and accrued liabilities

as of March 31, 2025, included $ 0 dollars of loan origination fees payable to Mr.

Schedule of exploration expenditures

For the Three Months Ended December 31,

For the Six Months

Ended December 31,

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Technical studies and engineering

2 unchanged sentences

Geologists and field staff

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

incurred lease costs as follows:

For the Three Months Ended December 31,

For the Six Months

Ended December 31,

Company incurred lease costs as follows :

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Operating Lease Cost:

4 unchanged sentences

Lease cost – other operating expense:

The maturities of lease liabilities

are as follows at December 31, 2024:

maturities of lease liabilities are as follows as of March 31, 2025 :

Future Lease Maturities

5 unchanged sentences

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

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

of March 31, 2025, 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.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

of fair values determined by level 3 inputs are unobservable data

As of March 31, 2025

Cash and cash equivalents

Investment in equity securities

April 2024 notes

Earnout Shares liability

Warrant liabilities

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2024

(expressed in thousands of

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

As of June 30, 2024

4 unchanged sentences

Warrant liabilities

The January Yorkville Consent

and the Repayment of the April 2024 Notes

On January 3, 2025, the Company

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

pursuant to the April 2024 Purchase Agreement.

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

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

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

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

All remaining amounts due to Lind II ($176)

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

The January 2025 Offering

On January 31, 2025, the Company

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

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

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

Each Common Share was sold

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

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

The January 2025 Series A

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

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

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

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

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

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

CYBERSECURITY

February 14, 2025, the Company became aware of unauthorized third-party access to its information systems, including portions

of its email systems, that resulted in misdirected vendor payments totaling approximately $506 (the “cybersecurity incident”).

The Company self-discovered the cybersecurity incident and promptly notified certain financial institutions and federal law enforcement

in an effort to, among other matters, recover the misdirected vendor payments.

In addition, upon discovery of the cybersecurity

incident, the Company took steps to investigate, contain, assess, and remediate the cybersecurity incident.

As a result of the

investigation, the Company determined that the cybersecurity incident was limited to the misdirected vendor payments noted above.

date, the Company has not recovered any funds, and as a result, the Company recorded a one-time charge of $ 506 to other operating

expenses in the condensed consolidated statements of operations.

Recoveries, if any, will be recognized as a gain in the period

that the funds are received.

The Company incurred approximately $ 10 in professional service fees in connection with the investigation

and initial remediation related to this incident.

April 2025 Offering

April 21, 2025, the Company closed an underwritten public offering (the “April 2025 Offering”), pursuant to the underwriting

agreement, dated April 17, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold (i) 6,628,846 Common

Shares at a public offering price of $2.60 per Common Share and (ii) 1,063,462 pre-funded Common Share Purchase Warrants (the

“April 2025 Pre-Funded Warrants”) to purchase up to an additional 1,063,462 Common Shares at a public offering price

The April 2025 Pre-Funded Warrants have an exercise price of $0.0001 per underlying Common Share, are exercisable

immediately, and do not have an expiration date.

On April 17, 2025, Maxim partially exercised its over-allotment option to purchase

323,504 additional Common

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Shares at the closing.

The gross proceeds from the April 2025 Offering were approximately $20,800 before

deducting underwriting discounts and offering expenses.

Company intends to use the net proceeds from the April 2025 Offering 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 production.

Equity Issuances

the period from April 1, 2025 through May 8, 2025, the Company issued Common Shares under the Yorkville Equity Facility Financing

Agreement and through the exercise of Warrants by their holders.

As a result of these transactions, the Company received cash

totaling $ 3,599 and issued 1,568,694 Common Shares.

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

What changed 10-Q

Item 1. Financial Statements