What changed in this filing

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Item 4. Controls and Procedures

2025-05-08 compared with 2025-02-07 · 73 added, 71 removed, 22 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

management of NioCorp Developments Ltd.

has evaluated, under the supervision of and with the participation of our management,

including the Chief Executive Office (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness

of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Exchange Act) as of December 31, 2024.

Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024,

our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting

described below.

Disclosure Controls and Procedures

The management of NioCorp Developments

has evaluated, under the supervision of and with the participation of our management, including the Chief Executive Office

(“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness of the design and operations of our

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2025.

on that evaluation, the CEO and the CFO have concluded that, as of March 31, 2025, our disclosure controls and procedures were

not effective due to the material weaknesses in internal control over financial reporting described below.

Notwithstanding the material weaknesses

3 unchanged sentences

Material Weaknesses in Internal Control

over Financial Reporting Existing as of December 31, 2024

over Financial Reporting Existing as of March 31, 2025

The management of NioCorp Developments

2 unchanged sentences

Management assessed the effectiveness of our internal control over financial

reporting as of December 31, 2024.

reporting as of March 31, 2025.

In making this assessment, our management used the criteria set forth in the Internal Control -

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024, our internal control over financial

reporting was not effective due to the material weaknesses in internal control over financial reporting described below.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June

30, 2024, continued to exist as of December 31, 2024.

Specifically, management identified deficiencies in the principles associated

with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the

criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.

Environment :

Based on that evaluation, the CEO and the CFO have concluded that, as of March 31, 2025, our internal control over financial reporting

was not effective due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses

A material weakness is a deficiency, or

a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a

material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely

Management concluded that the material

weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, continued to exist

as of March 31, 2025.

Specifically, management identified deficiencies in the principles associated with the control environment,

risk assessment, control activities, and monitoring components of internal control, based on the criteria established by the COSO

Framework, that constitute material weaknesses, either individually or in the aggregate.

● Control Environment :

The Company does not have sufficient personnel with the appropriate

levels of knowledge, experience, and training in accounting and internal control over

financial reporting commensurate with the complexity of the Company’s financing

transactions and associated reporting requirements.

levels of knowledge, experience, and training in accounting and internal control over financial reporting commensurate with the

complexity of the Company’s financing transactions and associated reporting requirements.

This material weakness contributed

to additional material weaknesses further described below.

● Risk Assessment :

The Company does not have a formal process to identify, update, and assess

financial reporting risks due to changes in the Company’s business practices, including

entering into increasingly complex transactions that could significantly impact the design

and operation of the Company’s control activities.

financial reporting risks due to changes in the Company’s business practices, including entering into increasingly complex

transactions that could significantly impact the design and operation of the Company’s control activities.

● Control Activities :

Management did not maintain effective controls over:

and assessing the work of third-party specialists, including the evaluation of the appropriateness

o monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness

of accounting conclusions, and

evaluation of certain inputs and assumptions used to estimate the fair value of instruments

o the evaluation of certain inputs and assumptions used to estimate the fair value of instruments

and features associated with complex debt and equity transactions.

● Monitoring Activities :

Management did not appropriately:

develop, and perform ongoing evaluation to ascertain whether the components of internal

o select, develop, and perform ongoing evaluation to ascertain whether the components of internal

controls are present and functioning, and

and communicate internal control deficiencies in a timely manner to those parties responsible

for taking corrective action.

previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated

financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s

condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March

31, 2022, September 30, 2022, and December 31, 2022.

Additionally, these material weaknesses could result in a misstatement of

the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial

statements that would not be prevented or timely detected.

Plan for the Material Weaknesses

address our material weaknesses existing as of December 31, 2024, we have implemented a detailed plan to address each individual

material weakness identified, including the following:

have, and will continue, to engage outside accounting and internal control consultants

with subject matter expertise to supplement our level of knowledge, experience, and training

in accounting and internal control over financial reporting.

plan to develop a formal risk assessment process to ensure that it is robust and frequent

enough for the Company’s business, including the identification of risks, the level

of detail in our risk assessment, and the clarity of the linkage between risks and internal

controls associated with the material weaknesses.

The results of this effort are expected

to enable us to effectively identify, develop, evolve and implement controls and procedures

to address risks.

plan to develop and provide incremental training to the accounting and financial reporting

team regarding accounting for and valuation of complex financial instruments.

will develop a monitoring program to periodically evaluate and assess whether those responsible

for controls are conducting their activities in accordance with their design, such that

there is contemporaneous evidence

that the controls are present and functioning and will

communicate internal control deficiencies in a timely manner to those parties responsible

o evaluate and communicate internal control deficiencies in a timely manner to those parties responsible

for taking corrective action.

process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires

management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate

the material weaknesses or modify the remediation actions described above.

we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered

remediated until management completes the design and implementation of the actions described above and the controls operate for

a sufficient period of time, and management has concluded, through testing, that these controls are effective.

in Internal Control over Financial Reporting

than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended December

31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

— OTHER INFORMATION

As previously disclosed, these material

weaknesses resulted in errors that required the restatement of Company’s consolidated financial statements as of and for

the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial

statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and

December 31, 2022.

Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures

that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented

or timely detected.

Remediation Plan for the Material Weaknesses

To address our material weaknesses existing

as of March 31, 2025, we have implemented a detailed plan to address each individual material weakness identified, including the

● We have, and will continue, to engage outside accounting and internal control consultants with

subject matter expertise to supplement our level of knowledge, experience, and training in accounting and internal control over

financial reporting.

● We have developed a formal risk assessment process requiring periodic review and updates of current

risks and internal controls, as well as a focus on potential future events that could result in additional risks and/or internal

control lapses.

This process is expected to enable us to effectively identify, develop, evolve, and implement controls and procedures

to address risks, and results of this risk assessment process will be reviewed with the Audit Committee on a quarterly basis.

● We have developed an initial training plan to provide incremental training to accounting and finance

personnel responsible for overall technical accounting and valuation-related transactions.

● Management is developing a monitoring program to periodically evaluate and assess whether those

responsible for controls are conducting their activities in accordance with their design, such that there is contemporaneous evidence

that the controls are present and functioning and will communicate internal control deficiencies in a timely manner to those parties

responsible for taking corrective action.

The process of designing and maintaining

effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to

changes in our business, economic and regulatory environments and to expend significant resources.

As we continue to evaluate our

internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation

actions described above.

While we continue to devote significant

time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes

the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management

has concluded, through testing, that these controls are effective.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there has

been no change in our internal control over financial reporting during the quarter ended March 31, 2025, that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

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 4. Controls and Procedures