What changed in this filing

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Item 1A. Risk Factors

2025-09-11 compared with 2024-09-23 · 228 added, 269 removed, 612 unchanged (45% of the section changed)

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You should carefully consider these risks.

If any of the described risks occurs, our business, financial position, and results of operations could be materially adversely

If any of the described risks occur, our business, financial position, and results of operations could be materially adversely

Such risks are not the only ones we face, and additional risks and uncertainties not presently known to us or that we

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as to our ability to continue as a going concern.

The consolidated financial statements included in this Annual Report on Form

10-K have been prepared under the assumption that we will continue as a going concern.

We are a development stage issuer and we

have incurred losses since our inception.

currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability

to raise capital to fund our future exploration and working capital requirements or our ability to profitably execute our business

Our plans for the long-term return to and continuation as a going concern include financing our future operations through

The consolidated

financial statements included in this Annual Report on Form 10-K have been prepared under the assumption that we will continue

as a going concern.

We are a development stage issuer and we have incurred losses since our inception.

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

The Company does not have sufficient cash on hand to fund planned operations as well as the construction necessary

for mine development for the next twelve months.

The Company is dependent on its ability to raise capital to fund future exploration

and working capital requirements.

Our plans for the long-term achievement of and continuation as a going concern include financing our future operations through

sales of our Common Shares and/or debt and the potential profitable exploitation of our Elk Creek Project.

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will require significant additional capital to fund our business plan.

will be required to expend significant funds to develop our existing properties and to identify and acquire additional properties

to diversify our property portfolio.

We anticipate that we will be required to make substantial capital expenditures for the development

of our Elk Creek Project.

of June 30, 2024, the Company had cash of $2.0 million and working capital deficit of $9.0 million, compared to cash of $2.3 million

and working capital of $0.2 million on June 30, 2023.

of June 30, 2024, the Company’s current planned operational needs are approximately $26.0 million through the end of fiscal

From the date of this Annual Report on Form 10-K, the Company anticipates that it does not have sufficient cash to continue

to fund basic operations for the next twelve months.

This includes general overhead costs, satisfying outstanding accounts payable,

and repayment of our short-term debt obligations.

This also includes anticipated financing costs associated with the Elk Creek

Project, including an updated mine plan in connection with the EXIM application process.

The scope of these financing costs remains

under discussion with EXIM.

Access to additional funds will be utilized to fund basic operations as well as to further advance

the Elk Creek Project through substantive near-term milestones.

Except for funding

under a $2.0 million non-revolving credit facility pursuant to the Smith Loan Agreement (as defined herein), and the potential for additional funding

under the Yorkville Equity Facility Financing, each of which are discussed below under “ Management’s Discussion

and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financing Activities ,”

and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional

financing at this time, and there is no assurance that we will be able to obtain any such additional financing on acceptable terms,

In addition, pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities

(other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the

holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class

B common stock of ECRC.

The April 2024 Purchase Agreement (as defined herein) also contains certain covenants that, among other

things, limit NioCorp’s ability to use the proceeds from the sale of the April 2024 Notes and the exercise of April 2024

Warrants to repay related party debt or to enter into any variable rate transaction, including issuances of equity or debt securities

that are convertible into Common Shares at variable rates and any equity line of credit, ATM agreement, or other continuous offering

of Common Shares, other than with Yorkville, subject to certain exceptions.

Notwithstanding the restrictions set forth in the Exchange

Agreement and the April 2024 Purchase Agreement, there is significant uncertainty that we would be able to secure any additional

financing in the current equity or debt markets.

are actively pursuing additional sources of debt and equity financing, and while we have been successful in doing so in the past,

there can be no assurance we will be able to do so in the future.

ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the

national and worldwide economy and the price of the products we intend to produce.

We may not be successful in obtaining the required

financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.

will be required to make substantial capital expenditures to advance the Elk Creek Project to construction and commercial operation.

We will also require funds for our ongoing capital needs and will be required to raise additional capital.

expect that the Company will operate at a loss for the foreseeable future.

The Company’s current planned cash needs are

approximately $40.0 million to $50.0 million for the next twelve months.

In addition to outstanding accounts payable and short-term

liabilities, our planned expenditures over the next twelve months are expected to consist of expenditures relating to certain

advancements of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC, corporate overhead costs, and estimated

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

expect to use our cash balance as of June 30, 2025, as well as the proceeds from the July 2025 Offering, the proceeds from the

Warrant exercise issuances, and the reimbursement payments pursuant to the DoD Agreement, to fund our planned expenditures for

the next twelve months.

However, additional work is required in order to advance the Elk Creek Project, which will require additional

The S-K 1300 Elk Creek Technical Report Summary includes an estimated total upfront capital expenditure for the Elk

Creek Project of approximately $1,141.0 million.

The actual amount of capital expenditure required to successfully achieve commercial

production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing

feasibility studies, permitting, engineering and the construction of infrastructure, mining and processing facilities.

Company were able to obtain additional funding, the Company would be able to accelerate planned expenditures ahead of its current

In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence

process, the Company would require additional funding to complete such activities.

The Company’s ability to continue operations

and fund our current work plan is dependent on management’s ability to secure additional financing.

for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, which is discussed below under

Part II, Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources,” and the potential exercise of options to purchase Common Shares (“Options”) and Warrants,

we currently have no further funding commitments or arrangements for additional financing at this time.

In addition, agreements

we enter into may contain restrictions on our ability to raise additional financing on reasonable terms or at all.

pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares)

or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of

Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC.

Notwithstanding the restrictions set forth in the Exchange Agreement, there is significant uncertainty that we would be able to

secure any additional financing in the current equity or debt markets.

ability to obtain necessary funding depends upon a number of factors, including the status of the national and worldwide economy

and the price of the products we intend to produce.

We are actively pursuing additional sources of debt and equity financing,

and while we have been successful in doing so in the past, there can be no assurance we will be able to obtain any such additional

financing on acceptable terms, if at all.

addition, the potential EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, including

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date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our Elk Creek Project.

We expect to continue to incur negative investing and operating cash flows until such time as we enter into successful commercial

We expect to continue to incur

negative investing and operating cash flows until such time as we enter into successful commercial

This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources

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in the future.

We incurred the following net losses attributable to the Company during each of the following periods:

million for the year ended June 30, 2024;

We incurred a net loss attributable to the Company of $17.4 million for the year ended June 30, 2025, and $11.4

million for the year ended June 30, 2024.

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costs could affect our financial condition.

anticipate that costs at our projects that we may explore or develop will frequently be subject to variation from one year to

the next due to a number of factors, such as changing ore grade, metallurgical performance, and revisions to mine plans, if any,

in response to the physical shape and location of the ore body.

In addition, costs are affected by the price of commodities such

as fuel, steel, aluminum, iron, chemicals, natural gas, fresh water, and electricity, as well as by government actions such as

Such commodities are at times subject to volatile price movements, including increases that could make production at

certain operations less profitable or not profitable at all.

A material increase in costs at any significant location could have

a significant effect on our profitability.

anticipate that costs at our projects that we may explore or develop, including the Elk Creek Project, will frequently be subject

to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgical performance, and

revisions to mine plans, if any, in response to the physical shape and location of the ore body.

In addition, costs are affected

by the price of commodities such as fuel, steel, aluminum, iron, chemicals,

natural gas, fresh water, and electricity, as well

as by government actions such as tariffs.

Such commodities are at times subject to volatile price movements, including increases

that could make production at certain operations less profitable or not profitable at all.

For example, the S-K 1300 Elk Creek

Technical Report Summary includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,141.0

The actual amount of capital expenditure required to successfully achieve commercial production at the Elk Creek Project

is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility studies, permitting,

engineering and the construction of infrastructure, mining, and processing facilities.

A material increase in costs at any significant

location could have a significant effect on our profitability.

disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could

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Despite the security measures that our third-party service providers have implemented, including

those related to cybersecurity, their systems could be breached or damaged by computer viruses, natural or man-made incidents

or disasters, or unauthorized physical or electronic access.

Though our third-party service providers have controls in place,

we cannot provide assurance that a cyber-attack will not occur.

Furthermore, we may have little or no oversight with respect to

security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats.

Failures of our third-party service providers’ IT systems, whether caused maliciously or inadvertently, may result in the

disruption of our business processes, or in the unauthorized release of sensitive, confidential, or otherwise protected information

or result in the corruption of data, which could adversely affect our business operations and financial performance.

we may be required to incur significant costs to protect against and, if required, remediate the damage caused by such disruptions

or system failures in the future.

those related to cybersecurity, we have experienced, and may experience in the future, cybersecurity incidents.

Cybersecurity

incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-service

attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity

of our systems and information, and the systems and information of our third-party service providers.

Cybersecurity incidents

can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause

confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.

Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based

services and bundled software.

As previously disclosed, on February 14, 2025, we became aware of unauthorized third-party access

to our information systems, including portions of its email systems, that resulted in misdirected vendor payments (the “Cybersecurity

To date, the Cybersecurity Incident has not had a material impact on our business operations or financial condition.

our third-party service providers have controls in place, we cannot provide assurance that a cybersecurity incident will not occur

in the future.

Furthermore, we may have little or no oversight with respect to security measures employed by third-party service

providers, which may ultimately prove to be ineffective at countering threats.

Cybersecurity threats or incidents or disruptions

of our third-party service providers’ IT systems could interrupt our ability to manage and operate our business, impact data,

and adversely affect our business operations and financial performance, including major disruptions to business operations, loss

of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation

or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative,

and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation

costs and possible prolonged negative publicity.

In addition, we have incurred costs in connection with the remediation of the

Cybersecurity Incident and we may be required to incur significant costs to protect against and, if required, remediate the damage

caused by cybersecurity incidents, disruptions or system failures in the future.

shortage of equipment and supplies could adversely affect our ability to operate our business.

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and could therefore limit, or increase the cost of, production.

disruptions to the world’s economy, including issues related to supply chains, inflation, and increased raw material and

labor costs, may delay our ability to secure supplies and equipment for the Elk Creek Project on a timely basis.

Ongoing disruptions to the world’s economy, including issues

related to supply chains, inflation, tariffs and trade tensions, and increased raw material and labor costs, may delay our ability

to secure supplies and equipment for the Elk Creek Project on a timely basis.

ventures and other partnerships, including offtake arrangements, may expose us to risks.

have entered into three offtake agreements and one letter of intent related to our Elk Creek Project as well as agreements related

to the supply of natural gas and electricity to the project site, and may enter into joint ventures or

partnership arrangements,

including additional offtake agreements, with other parties in relation to the exploration, development, and production of certain

of the properties in which we have an interest.

Any failure of such other companies to meet their obligations to us or to third

parties, or any disputes with respect to the parties’ respective rights and obligations, or price fluctuations and termination

provisions related to such agreements, could have a material adverse effect on us, the development and production at our properties,

including the Elk Creek Project, the joint ventures, if any, or their properties and therefore could have a material adverse effect

on our results of operations, financial performance, cash flows, and the price of our Common Shares.

have entered into offtake agreements related to our Elk Creek Project as well as agreements related to the supply of natural gas

and electricity to the project site, and may enter into joint ventures or partnership arrangements, including additional offtake

agreements, with other parties in relation to the exploration, development, and production of certain of the properties in which

we have an interest.

Any failure of such other companies to meet their obligations

to us or to third parties, or any disputes

with respect to the parties’ respective rights and obligations, price fluctuations and termination provisions related to

such agreements, or our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms

or at all, could have a material adverse effect on us, the development and production at our properties, including the Elk Creek

Project, the joint ventures, if any, or their properties and therefore could have a material adverse effect on our results of

operations, financial performance, cash flows, and the price of our Common Shares.

may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure

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effect on the capital markets and the economy of recent global events, including inflation, volatility in commodity prices, supply

chain uncertainty, and increases in raw material and labor costs, could have an adverse effect on NioCorp’s business plans,

financial condition, and liquidity.

chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs, could have an adverse effect on

NioCorp’s business plans, financial condition, and liquidity.

events have effected, and continue to effect, the global and United States economies, including increased inflation, volatility

in commodity prices, supply chain uncertainty, and increases in raw material and labor costs.

We cannot predict how this will

affect our business, but the impact may be adverse.

in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs.

predict how this will affect our business, but the impact may be adverse.

it is not possible to predict the ultimate impact of these factors on NioCorp’s business plans, financial position, or liquidity,

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addition, we cannot predict the impact that recent global events, including inflation, volatility in commodity prices, supply

chain uncertainty, and increases in raw material and labor costs will have on our customers, suppliers, vendors, and other business

partners, and each of their financial conditions;

however, any material effect on these parties could adversely impact us.

chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs will have on our customers, suppliers,

vendors, and other business partners, and each of their financial conditions;

however, any material effect on these parties could

adversely impact us.

may be difficult to enforce judgments or bring actions outside the U.S.

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federal securities laws against these persons and the Company.

Company may not realize all or any of the anticipated benefits expected as a result of the 2023 Transactions.

listing of the Common Shares on Nasdaq may not provide the anticipated benefits of broader access to capital and financing alternatives

or otherwise enhance NioCorp’s public profile.

If the Company is not successful in realizing these anticipated benefits,

including the anticipated benefits of listing the Common Shares on the Nasdaq and the anticipated acceleration of financing efforts

to advance, complete construction, and commence operation of the Elk Creek Project, such consequences may adversely affect the

Company’s results of operations, cash flows, financial position, and the price of our Common Shares.

may not recognize the full value of the Yorkville Equity Facility Financing Agreement and may not receive any proceeds from the

exercise of the NioCorp Assumed Warrants, the April 2024 Warrants and our other outstanding Warrants, and the potential adverse

effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common

Shares could adversely affect our ability to raise additional capital.

exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as

a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional

we have entered into the Yorkville Equity Facility Financing Agreement, we may not recognize the full value thereof.

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Our ability to recognize the full value of the Yorkville Equity Facility Financing Agreement may be further impeded by

the potential negative pressure on the market price of our Common Shares as a result of sales, or the perception of future sales,

the potential negative pressure on the

market price of our Common Shares as a result of sales, or the perception of future sales,

of Common Shares by us or by other security holders.

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significant portion of the proceeds that we expect to receive in connection with the Yorkville Equity Facility Financing Agreement.

addition, upon exercise, we will receive the cash exercise price of the NioCorp Assumed Warrants, the April 2024 Warrants and

our other outstanding Warrants (assuming, with respect to the NioCorp Assumed Warrants and the April 2024 Warrants that they are

not exercised on a cashless basis).

We believe the likelihood that holders of the NioCorp Assumed Warrants, April 2024 Warrants

or other outstanding Warrants will exercise their NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants,

and therefore, the amount of cash proceeds that we would receive, is, among other things, dependent upon the market price of our

Common Shares.

For so long as the market price for our Common Shares is less than the applicable exercise price of the NioCorp

Assumed Warrants, April 2024 Warrants, or other outstanding Warrants, we believe such holders will be unlikely to exercise their

Financing Warrants, NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants.

The potential adverse effect

on the prevailing market price of our Common Shares as a result of sales of Common Shares by us or by other security holders,

or the perception that such sales may occur, could keep the market price for our Common Shares below the applicable exercise price

of the NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants.

Accordingly, the holders of the NioCorp Assumed

Warrants, April 2024 Warrants or other outstanding Warrants may not exercise their NioCorp Assumed Warrants, April 2024 Warrants

or other outstanding Warrants before they expire, and we may not receive any proceeds from the exercise of the NioCorp Assumed

Warrants, April 2024 Warrants or other outstanding Warrants.

incurred significant debt in connection with the April 2024 Purchase Agreement and we require significant additional capital to

operate our business.

We are obligated to repay or issue Common Shares upon settlement of the full aggregate principal amount

of the April 2024 Notes, plus premium, if any, and accrued interest, if any.

Such significant additional debt could adversely

affect our business, which may prevent us from fulfilling our obligations with respect to our existing debt or obtaining future

Further, the April 2024 Purchase Agreement restricts us from pursuing certain variable rate financing transactions,

which could impair our ability to obtain additional financing on terms that are favorable, or at all.

In addition, if the market

price of the Common Shares were to drop as a result of sales, or the perception of future sales, of Common Shares by us or by

other security holders, this might impede our ability to raise additional capital.

Our inability to obtain additional financing

on terms that are favorable, or at all, could have a material adverse effect on our financial condition, results of operations

and prospects.

addition, upon exercise, we will receive the cash exercise price of our outstanding Warrants (assuming, that they are not exercised

on a cashless basis, as applicable).

We believe the likelihood that holders will exercise their Warrants, and therefore, the amount

of cash proceeds that we would receive, is, among other things, dependent upon the market price of our Common Shares.

as the market price for our Common Shares is less than the applicable exercise price of the Warrants, we believe such holders

will be unlikely to exercise their Warrants.

The potential adverse effect on the prevailing market price of our Common Shares

as a result of sales of Common Shares by us or by other security holders, or the perception that such sales may occur, could keep

the market price for our Common Shares below the applicable exercise price of the Warrants.

Accordingly, the holders of the Warrants

may not exercise their Warrants before they expire, and we may not receive any proceeds from the exercise of the outstanding Warrants.

may not recognize the full value of the DoD Agreement.

to the terms and conditions of the DoD Agreement, the DoD will reimburse ECRC for a portion of the costs incurred by ECRC under

the DoD Agreement and ECRC is entitled to receive up to an aggregate of approximately $10.0 million of reimbursement payments from

the DoD upon the achievement of certain project milestones.

If the Company is not successful in achieving the milestones required

under the DoD Agreement or if the reimbursements sought by the Company are rejected or the DoD Agreement is terminated prior to

completion of all milestones, the Company may not receive all or even a significant portion of the payments as reimbursements for

expenses incurred as expected under the DoD Agreement.

Company has identified material weaknesses in its internal control over financial reporting.

If not remediated, the Company’s

failure to establish and maintain effective disclosure controls and procedures and internal

control over financial reporting could result in material misstatements in its financial statements and a failure to meet its

reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition

and the trading price of the Common Shares.

Our management has identified deficiencies in the principles associated with the control environment,

risk assessment, control activities, and monitoring components of internal control that constitute material weaknesses, either

individually or in the aggregate.

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 a company’s annual or interim

financial statements will not be prevented or detected on a timely basis.

failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could

result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each

of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

management has identified material weaknesses in its internal control over financial reporting relating to 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.

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 a company’s annual or interim financial

statements will not be prevented or detected on a timely basis.

discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management

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As a result of

such material weaknesses and other matters raised or that may in the future be raised by the SEC or the Canadian securities regulators,

such material weaknesses and other matters raised or that may in the future be raised by the SEC or the

Canadian securities regulators,

we face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities

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We base our reserve and resource information on engineering, economic, and geological data assembled and analyzed by qualified

persons, which include various engineers and geologists on our staff and of third parties.

Our estimates are also subject to SEC

regulations regarding classification of reserves and resources, including S-K 1300.

Our reserve and resource estimates as to both

quantity and quality are updated from time to time to reflect additional information received.

persons, which include various engineers and geologists on our staff and with third parties.

Our estimates are also subject to

SEC regulations regarding classification of reserves and resources, including S-K 1300.

Our reserve and resource estimates as

to both quantity and quality are updated from time to time to reflect additional information received.

There are numerous uncertainties

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or quality to be profitably mined.

Our operations are, and any future development or mining operations we may conduct will be,

Our operations are, and any future

development or mining operations we may conduct will be,

subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as,

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Furthermore, there can be no certainty that metallurgical recoveries obtained

in bench or pilot scale tests will be achieved in either subsequent testing or commercial operations.

in bench or pilot scale tests will be achieved in either subsequent

testing or commercial operations.

The development of a complete

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that may result in overall schedule delays and increased project costs for us.

volatility could have dramatic effects on our results of operations and our ability to execute our business plan.

volatility could have dramatic effects on our results of operations and our ability to obtain financing for the Elk Creek Project

and execute our business plan.

price of commodities varies on a daily basis.

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Project revenue;

achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which is a developing

market with a risk of oversupply and/or undersupply disrupting pricing.

achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which

is a developing market with a risk of oversupply and/or undersupply disrupting pricing.

metal is used in various superalloys and other applications for aerospace applications, armor, and medical implants, and in oxide

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that would result from normal variations in supply and demand for this commodity.

addition, the niobium, scandium, titanium, and potentially, rare earth products, that we intend to produce at the Elk Creek Project

are also subject to additional commodity-specific price cycles resulting from, among other factors, export controls, taxes and

other tariffs and fees.

Volatility in the demand for, and prices of, the niobium, scandium, titanium, and potentially, rare earth

products, that we intend to produce at the Elk Creek Project may adversely affect the overall value of the Elk Creek Project and

impact our ability to obtain financing for the Elk Creek Project on acceptable terms, or at all.

may not be able to establish a viable recovery process for REEs .

market for rare earth products requires particular levels of purity and chemical form, which are achieved through the extraction

and separation of individual REEs from each other as well as from the other constituents in the

rare earth ore.

and separation of individual REEs from each other as well as from the other constituents in the rare earth ore.

At present, the

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Estimates of any resources/reserves

on any of our properties would be made using samples obtained from appropriately placed trenches, test pits, underground workings,

on any of our properties would be made using samples obtained from

appropriately placed trenches, test pits, underground workings,

and intelligently designed drilling.

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face intense competition in the mining industry.

mining industry is intensely competitive in all of its phases.

As a result of this competition, some of which is with large established

mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable

to acquire additional properties, if any, or financing on terms we consider acceptable.

We also compete with other mining companies

in the recruitment and retention of qualified managerial and technical employees.

If we are unable to successfully compete for

qualified employees, our exploration and development

programs may be slowed down or suspended.

We compete with other companies that produce our planned commercial products for capital.

If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able

to acquire, develop, or operate additional mining projects.

mining industry is intensely competitive in all of its phases, and we compete with other companies for capital.

As a result of

this competition, some of which is with large established mining companies with substantial capabilities and with greater financial

and technical resources than ours, we may be unable to obtain financing for the Elk Creek Project on terms we consider acceptable,

or at all, or to acquire and develop additional properties in the future.

In addition, we compete with others in efforts to obtain

resources to advance the Elk Creek Project to construction and commercial operation, including mining and processing equipment,

as well as qualified managerial and technical employees.

If we are unable to successfully compete for required resources, including

qualified employees, we may have difficulty in advancing the Elk Creek Project to construction and commercial operation.

in competing for qualified personnel, we may be required to pay compensation or benefits relatively higher than those paid in

the past, and the availability of qualified personnel may be limited in high-demand periods.

in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project.

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While the Company has developed plans to treat water produced

from the mine for use in

its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal

from the mine for use in its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal

of the resultant waste products will be issued by the State of Nebraska, nor is there any guarantee that such permits will be

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subject to prior unrecorded agreements or transfers or native land claims, and title may be affected by undetected defects.

current land and/or mineral rights lease agreements between ECRC and individual landowners give us an option to purchase additional

current land and/or mineral rights lease agreements between ECRC and individual

landowners give us an option to purchase additional

property (“OTP”), which, along with the property we already own, will allow us to construct the Elk Creek Project

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Failure to comply with applicable

laws, regulations, and permitting requirements may result in enforcement actions, including orders

issued by regulatory or judicial

laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial

authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation

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These laws address emissions into the air, discharges into water, management of waste, management

of hazardous substances, protection of natural

resources, antiquities and endangered species, and reclamation of lands disturbed

of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed

by mining operations.

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industry conditions and other factors, many of which are beyond our control.

may not have the ability to service our debt, including, without limitation, to pay the installments on the April 2024 Notes.

As of June 30,

2024, we had $7.1 million outstanding under the April 2024 Notes.

The payments with respect to the April 2024 Notes are due on

the monthly Payment Dates (as defined herein), if the Equity Conditions (as defined herein) are not satisfied, and at maturity.

If we are unable to satisfy the Equity Conditions, we will be required to pay all amounts due on any Payment Date in cash.

ability to pay the principal and interest on the April 2024 Notes, to fund working capital needs, and fund planned capital expenditures

depends on our ability to obtain additional financing and to generate cash flow in the future.

To some extent, this is subject

to general economic, financial, competitive, legislative and regulatory factors, and other factors that are beyond our control.

We presently intend to use cash generated by advances under the Yorkville Equity Facility Financing Agreement and the net proceeds

from borrowings under the Smith Loan Agreement to meet our payment obligations under the April 2024 Notes, and we may not be able

to make advances under the Yorkville Equity Facility Financing Agreement or borrowings under the Smith Loan Agreement in the necessary

amounts or at the necessary times.

If we are unable to generate sufficient cash through advances under the Yorkville Equity Facility

Financing Agreement or borrowings under the Smith Loan Agreement, we cannot assure you that we will maintain sufficient cash reserves,

that our business will generate cash flow from operations or that we will have access to additional funds at a level sufficient

to permit us to make payments on the April 2024 Notes.

Absent a consent, forbearance or a waiver from the holders of the April

2024 Notes, our failure to make the required payments on the April 2024 Notes would trigger an 18% per annum interest rate under

the April 2024 Notes on the remaining principal amount outstanding and would permit the holders of the April 2024 Notes to accelerate

our obligations under the April 2024 Notes.

Such default may also lead to a default under our agreements governing any of our current

and future indebtedness.

September 4, 2024, we entered into the Consents (as defined herein), which, among other things, reduced the amounts due to the

April 2024 Purchasers (as defined herein) on September 1, 2024 by an aggregate of $1,176,476 to an aggregate of $335,524, increased

the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $1,176,476, and prospectively waived any term

of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to the April 2024 Purchasers the

remainder of the amount due on September 1, 2024.

Except as modified by the Consents, the terms of the April 2024 Notes as previously

disclosed are unchanged.

we are unable to obtain additional financing and to generate sufficient cash flow from our operations in the future to service

our indebtedness and meet our other needs, we may have to refinance all or a portion of the indebtedness, seek forbearance or

a waiver, obtain additional financing, reduce expenditures, or sell assets that we deem necessary to our business.

We cannot assure

you that any of these measures would be possible or that additional financing could be obtained on favorable terms, if at all.

The inability to service our indebtedness, or to refinance, obtain a forbearance or waiver, obtain additional financing, reduce

expenditures, sell assets or obtain additional financing on commercially reasonable terms would have a material adverse effect

on our financial condition and our ability to continue as a going concern.

the event of certain breaches under our agreements with our secured creditors, our assets may be affected.

have, in connection with the Smith Loan Agreement, granted security interests to Mark Smith (the “Secured Creditor”)

over all of the assets of the Company in consideration of the debt facilities provided by the Secured

In the event of certain breaches of the terms of the Smith Loan Agreement, the Secured Creditor may be entitled to execute

on its security interest and seize or retain our assets, including the shares of 0896800.

Certain rights of the Secured Creditor

to execute on its security interests are subject to notice and cure provisions in respect of default by us;

however, any such

exercise could materially damage our value and our ability to retain or progress development of the Elk Creek Project.

Related to the Common Shares

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holder of Common Shares or other securities of NioCorp, such U.S.

holder may be subject to certain

may be subject to certain

federal income tax consequences.

These adverse tax consequences include

requirements to treat any gain realized upon

These adverse tax consequences include requirements to treat any gain realized upon

a disposition of Common Shares or other securities, or any “excess distribution” received on Common Shares, as ordinary

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ended June 30, 2025 and 2024 and, based on the current composition of its income and assets, as well as current business plans

and financial expectations, may be classified as a PFIC for future taxable years.

Any conclusion regarding PFIC status is a factual

determination that must be made annually at the close of each taxable year and, thus, is subject to change.

In addition, even

if NioCorp concluded it did not qualify as a PFIC, it is possible that the U.S.

Internal Revenue Service (the “IRS”)

could assert, and that a court could sustain, a determination that NioCorp is a PFIC.

Accordingly, there can be no assurance that

NioCorp will not be treated as a PFIC for any taxable year.

The PFIC rules are complex and each holder of Common Shares or other

securities of NioCorp should consult its own tax advisors regarding these rules and the U.S.

federal income tax consequences of

the acquisition, ownership, and disposition of such securities.

and financial expectations, may be classified as a PFIC for its current or future taxable years.

Any conclusion regarding PFIC

status is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change.

In addition, even if NioCorp concluded it did not qualify as a PFIC, it is possible that the U.S.

Internal Revenue Service (the

“IRS”) could assert, and that a court could sustain, a determination that NioCorp is a PFIC.

Accordingly, there can

be no assurance that NioCorp will not be treated as a PFIC for any taxable year.

The PFIC rules are complex and each holder of

Common Shares or other securities of NioCorp should consult its own tax advisors regarding these rules and the U.S.

federal income

tax consequences of the acquisition, ownership, and disposition of such securities.

2023 Transactions could result in NioCorp becoming subject to materially adverse U.S.

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to significant legal and factual uncertainty.

has not sought and will not seek any rulings from the IRS as to the tax treatment of any of the 2023 Transactions.

Further, there

can be no assurance that your tax advisor, the IRS, or a court, will agree with the position that NioCorp is not subject to these

adverse tax consequences.

NioCorp has not sought and will not seek any rulings from the IRS as to the tax

treatment of any of the 2023 Transactions.

Further, there can be no assurance that your tax advisor, the IRS, or a court, will

agree with the position that NioCorp is not subject to these adverse tax consequences.

Common Share price may be volatile and as a result you could lose all or part of your investment.

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economic trends.

the past fiscal year, the trading price of our stock on the Nasdaq has ranged from a low of $1.65 to a high of $5.36.

From July 1, 2024, to the date of this report, the trading price of our stock on the Nasdaq has ranged from a low of $1.27 to a high of $5.19.

addition, stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities

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shareholders to lose all or part of their investment.

The Articles of NioCorp,

as amended in connection with the 2023 Transactions, permit us to issue an unlimited number of Common Shares.

Subject to the requirements

of the British Columbia Business Corporations Act and Nasdaq, we will not be required to obtain the approval of the NioCorp shareholders

for the issuance of additional Common Shares.

We have issued Common Shares in the past and will continue to issue Common Shares

to finance our activities in the future.

In addition, outstanding options and warrants to purchase Common Shares and securities

convertible into or exchangeable for Common Shares may be exercised, converted, or exchanged resulting in the issuance of additional

Common Shares.

If we issue additional Common Shares or decide to enter into joint ventures with other parties in order to raise

financing through the sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer

dilution in their net book value per Common Share depending on the price at which such securities are sold.

Articles of NioCorp, as amended, permit us to issue an unlimited number of Common Shares.

Subject to the requirements of the British

Columbia Business Corporations Act and Nasdaq, we will not be required to obtain the approval of the NioCorp shareholders for

the issuance of additional Common Shares.

We have issued Common Shares in the past and will continue to issue Common Shares to

finance our activities in the future.

In addition, outstanding Options and Warrants and securities convertible into or exchangeable

for Common Shares may be exercised, converted, or exchanged resulting in the issuance of additional Common Shares.

additional Common Shares or decide to enter into joint ventures with other parties in order to raise financing through the sale

of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their net

book value per Common Share depending on the price at which such securities are sold.

Additionally,

pursuant to the Yorkville Equity Facility Financing Agreement, Yorkville has committed to purchase up to an additional $46.9 million

of our Common Shares, at our direction from time to time during the remaining 18 months of the commitment period, subject to certain

limitations and the satisfaction of the conditions in the Yorkville Equity Facility Financing Agreement.

We have filed a registration

statement under the Securities Act covering resales by Yorkville of the Common Shares issuable pursuant to the Yorkville Equity

Facility Financing Agreement.

Accordingly, any Common Shares that we issue pursuant to the Yorkville Equity Facility Financing

Agreement will be available for sale into the public market, subject to applicable securities laws, which could reduce the prevailing

market price for the Common Shares.

of our Common Shares, at our direction from time to time during the remaining seven months of the commitment period, subject to

certain limitations and the satisfaction of the conditions in the Yorkville Equity Facility Financing Agreement.

We have filed

a registration statement under the Securities Act covering resales by Yorkville of the Common Shares issuable pursuant to the

Yorkville Equity Facility Financing Agreement.

Accordingly, any Common Shares that we issue pursuant to the Yorkville Equity Facility

Financing Agreement will be available for sale into the public market, subject to applicable securities laws, which could reduce

the prevailing market price for the Common Shares.

are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting

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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-K

Item 1A. Risk Factors