What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-09-11 compared with 2024-09-23 · 43 added, 42 removed, 56 unchanged (60% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES

OF EQUITY SECURITIES

Common Shares are listed for trading on the Nasdaq under the trading symbol “NB”.

The Company voluntarily

delisted from the TSX effective as of close of markets on May 3, 2024.

The Company also trades on the Frankfurt Stock Exchange

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The Common Shares

are listed for trading on the Nasdaq under the trading symbol “NB.” The Company also trades on the Frankfurt Stock

Exchange as “BR3.”

of September 11, 2025, we had 94 holders of record of the Common Shares.

8 unchanged sentences

Sales of Unregistered Securities

Company issued and sold the following Common Shares in reliance on Section 4(a)(2) of the Securities Act in connection with the

closing of advances under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville

in connection therewith:

Proceeds ($000)

in reliance on Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount

outstanding under the Convertible Debentures and based upon representations and warranties of Yorkville in connection therewith.

in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity

Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith.

are no governmental laws, decrees, or regulations in Canada that restrict the export or import of capital, including foreign exchange

9 unchanged sentences

for tax purposes, (ii) is a “qualifying person” under and entitled

to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) holds no Common Shares that are “taxable

Canadian property” (as defined in the Canadian Tax Act) of the holder, (v) deals at arm’s-length with and is not affiliated

with NioCorp, (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, (vii) is not

an insurer that carries on business in Canada and elsewhere, (viii) is not an “authorized foreign bank” (as defined

in the Canadian Tax Act), and (ix) has not entered into a “derivative forward agreement” (as defined in the Canadian

Tax Act) with respect to the Common Shares (each such holder, a “U.S.

to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) deals at arm’s length with and

is not affiliated with NioCorp, (v) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada,

(vi) is not an insurer that carries on business in Canada and elsewhere, (vii) is not an “authorized foreign bank”

(as defined in the Canadian Tax Act), and (viii) has not entered into a “derivative forward agreement,” “synthetic

equity arrangement,” or “synthetic disposition arrangement” (each as defined in the Canadian Tax Act) with respect

to the Common Shares (each such holder, a “U.S.

Resident Holder”).

2 unchanged sentences

may not in all circumstances be entitled to the benefits of the Convention.

Members of or

holders of an interest in such an entity that holds Common Shares should consult their own tax advisers regarding the extent,

if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

Members of or holders of an interest in such an entity

that holds Common Shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention

will apply to the entity in respect of its Common Shares.

Resident Holder’s Common Shares will be considered to be capital property of such holder provided that the U.S.

10 unchanged sentences

of judicial, legislative or governmental decision or action, although no assurance can be given in these respects.

is not exhaustive of all possible Canadian federal income tax considerations.

Except as otherwise expressly provided, this summary

does not take into account any provincial, territorial, or foreign tax considerations, which may differ materially from those

set out herein.

Except as otherwise

expressly provided, this summary does not take into account any provincial, territorial, or foreign tax considerations, which

may differ materially from those set out herein.

summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended

4 unchanged sentences

The discussion below is qualified

of Common Shares

Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not incur any liability

for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition, unless the Common

Shares constitute “taxable Canadian property” (as defined in the Canadian Tax Act) of the U.S.

Resident Holder at

the time of disposition and the U.S.

Resident Holder is not entitled to relief under the Convention.

Resident Holder’s Common Shares will not constitute “taxable Canadian property” of such holder at a particular

9 unchanged sentences

interest directly or indirectly through one or more partnerships, and

than 50% of the fair market value of the Common Shares was derived directly or indirectly

from, one or any combination of, real or immovable property situated in Canada, “Canadian

resource properties” (as defined in the Canadian Tax Act), “timber resource

properties” (as defined in the Canadian Tax Act), or options in respect of, or

interests in any of the foregoing, whether or not the property exists.

than 50% of the fair market value of the Common Shares was derived directly or indirectly from, one or any combination of, real

or immovable property situated in Canada, “Canadian resource properties” (as defined

the Canadian Tax Act), “timber resource properties” (as defined in the Canadian Tax Act), or options in respect of,

or interests in any of the foregoing, whether or not the property exists.

Shares may also be deemed to be “taxable Canadian property” in certain circumstances set out in the Canadian Tax Act.

Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any

liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.

Resident Holder to whom NioCorp pays or credits or is deemed to pay or credit a dividend on such holder’s Common

Shares will be subject to Canadian withholding tax, and NioCorp will be required to withhold the tax from the dividend and

remit it to the CRA for the holder’s account.

The rate of withholding tax under the Canadian Tax Act is 25% of the

gross amount of the dividend, but should generally be reduced under the Convention to 15% (or, if the U.S.

Resident Holder is

a company which is the beneficial owner of at least 10% of the voting stock of NioCorp, 5%) of the gross amount of the

For this purpose, a company that is a resident of the United States for purposes of the Canadian Tax Act and the

Convention and is entitled to the benefits of the Convention shall be considered to own the voting stock of NioCorp owned by

an entity that is considered fiscally transparent

under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership interest

in that entity.

on Common Shares

Resident Holder to whom NioCorp pays or credits or is deemed to pay or credit a dividend on such holder’s Common Shares

will be subject to Canadian withholding tax, and NioCorp will be required to withhold the tax from the dividend and remit it to

the CRA for the holder’s account.

The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the

dividend, but should generally be reduced under the Convention to 15% (or, if the U.S.

Resident Holder is a company which is the

beneficial owner of at least 10% of the voting stock of NioCorp, 5%) of the gross amount of the dividend.

For this purpose, a

company that is a resident of the United States for purposes of the Canadian Tax Act and the Convention and is entitled to the

benefits of the Convention shall be considered to own the voting stock of NioCorp owned by an entity that is considered fiscally

transparent under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership

interest in that entity.

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 5. Market for Registrant’s Common Equity