What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-09-11 compared with 2024-09-23 · 258 added, 383 removed, 121 unchanged (84% of the section changed)

4 unchanged sentences

Report on Form 10-K.

1, “ Business—Historical Development of the Business ,” for a description of the 2023 Transactions.

of Consolidated Financial and Operating Performance

6 unchanged sentences

loss per share (basic and diluted)

net loss attributable to the Company decreased to $11.4 million for fiscal year 2024 from $40.1 million for fiscal year 2023.

This decreased net loss in fiscal year 2024 as compared to fiscal year 2023 is primarily due to the recognition of general transaction

expenses, Earnout Shares, and warrant liabilities associated with the fiscal year 2023 GXII Transaction as well as a decrease

in exploration expenditures and fiscal year 2024 non-cash gains associated with changes in Earnout Share valuations and warrant

liability valuations.

net loss attributable to the Company increased to $17.4 million for fiscal year 2025 from $11.4 million for fiscal year 2024.

This increased net loss in fiscal year 2025 as compared to fiscal year 2024 is primarily due to the fiscal year 2025 recognition

of non-cash losses related to the valuation of the Earnout Share and Warrant liabilities, partially offset by lower interest

expense, financial instrument fair values, and operating expenses.

of Operations

1 unchanged sentence

Operating expenses incurred related primarily

to costs incurred in connection with the 2023 Transactions, as well as performing exploration and feasibility study related activities,

and the activities necessary to support corporate and shareholder duties, as detailed in the following table.

to performing exploration and feasibility study related activities, and the activities necessary to support corporate and shareholder

duties, as detailed in the following table:

the year ended June 30,

2 unchanged sentences

operating expenses

Change in fair value of earnout shares liability

in fair value of earnout shares liability

in fair value of warrant liabilities

in fair value of convertible note

on debt extinguishment

exchange (gain) loss

Foreign exchange gain

Interest income

on equity securities

3 unchanged sentences

items affecting operating expenses are noted below:

Other operating

expenses include costs incurred in connection with the 2023 Transactions, including direct transaction expenses, and the fair

value of warrant and Earnout Shares liabilities assumed, as well as costs related to investor relations, general office expenditures,

equity offering and proxy expenditures, Board-related expenditures, and other miscellaneous costs.

These costs decreased in fiscal

year 2024 as compared to fiscal year 2023 primarily due to $23.8 million of costs incurred in connection with the 2023 Transactions,

which closed on March 17, 2023, as well as overall lower expenditures during fiscal year 2024 for financial services, Board stipends

and share-based compensation, and investor relation services.

This decline was partially offset by the fiscal year 2024 impact

of $1.0 million of additional director and officer insurance premiums associated with our listing on Nasdaq.

Employee-related

costs increased in 2024 as compared to 2023, primarily due to an increase in the number of options issued to employees in

2024 partially offset by a lower fair value per option as well as the impact of board-authorized employee salary increases which

became effective April 1, 2023.

expenditures decreased in fiscal year 2024 as compared to fiscal year 2023, reflecting work performed in fiscal year

2023 to complete the development of the Demonstration Plant and the subsequent operation of the Demonstration Plant to verify

process improvement efforts and advance the technical and economic analyses on the potential addition of magnetic rare earth oxides

to NioCorp’s planned product suite.

In addition, 2023 costs increased due to costs related to the completion and filing

of the Technical Report Summary based on the Company’s 2022 Feasibility Study for the Elk Creek Project, which was filed

with the SEC on September 6, 2022.

Demonstration Plant costs were lower in 2024 as project objectives were completed

and the Demonstration Plant operations ended in February 2024.

fees increased in fiscal year 2024 as compared to fiscal year 2023, primarily due to additional accounting fees incurred in

2024 associated with our change in auditors as well as legal costs associated with corporate funding initiatives and Form S-1

and S-3 filings.

expenditures decreased in fiscal year 2025 as compared to fiscal year 2024 primarily due to a reduction in the number of Options

issued to employees and the impact of a lower stock price on the Black-Scholes modeling results.

fees decreased for fiscal year 2025 as compared to fiscal year 2024, primarily due to higher costs incurred in 2024 related

to the timing of legal services associated with the Company’s SEC registration statements filed in October 2023, as well

as increased audit fees associated with the Company’s June 30, 2023 financial statements and increased review fees in connection

with the Company’s September 30, 2023 financial statements.

expenditures increased for fiscal year 2025 as compared to 2024, as fiscal year 2025 costs include expenditures related to

a drilling program initiated by the Company in April 2025 designed to support the conversion of a portion of the Company’s

current Indicated Resources into Measured Resources and the subsequent conversion of a portion of current Probable Mineral Reserves

into Proven Mineral Reserves.

Fiscal year 2024 costs included expenses associated with the third-party owned and operated Demonstration Plant, for which testwork was completed during the third quarter of fiscal year 2024.

operating expenses decreased for fiscal year 2025 as compared to fiscal year 2024 primarily due to a decrease in director

and officer insurance expense, the timing of fully vested Options issued to board members and advisors, and declines in scandium

development initiatives and financial-related services, partially offset by the expense incurred in 2025 associated with a cybersecurity

incident that resulted in misdirected vendor payments.

significant items impacting the change in the Company’s net loss are noted below:

1 unchanged sentence

of Monte Carlo financial modeling.

Overall, the decline in the liability corresponds to the overall decline in our share value

during fiscal year 2024.

in fair value of warrant liability represents the change in fair value related to (i) the additional Warrants (the “Contingent

Consent Warrants”) that the Company agreed to issue to Lind Global Asset Management III, LLC (“Lind”) upon certain

conditions in connection with the Waiver and Consent Agreement, dated September 25, 2022, between the Company and Lind (the “Lind

Consent”), as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof, and (ii)

the change in fair value of the April 2024 Warrants, as discussed in Note 9 to the consolidated financial statements included

in Part II, Item 8 hereof, partially offset by the change in the fair value of the Private Warrants based primarily on the impacts

of a lower closing Common Share price, which increases the probability of these Contingent Consent Warrants being issued under

the Lind Consent terms.

in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes,

which are carried at fair value, as well as the change in fair value for the period ended June 30, 2024.

on debt extinguishment represents the loss incurred under Accounting Standards Codification (“ASC”) Topic 470,

Debt, related to the convertible security issued to Lind (the “Lind III Convertible Security”)

with a face value of $11.7 million (representing $10.0 million in funding plus an implied 8.5% interest rate per annum for the

term of the Lind III Convertible Security) pursuant to the Convertible Security Funding Agreement, dated February 16, 2021, as

amended by Amendment #1 to the Convertible Security Funding Agreement, dated

December 2, 2021, between the Company and Lind (as

amended, the “Lind III Agreement”), as discussed in Note 9 to the consolidated financial statements included in Part

II, Item 8 hereof.

expense increased in fiscal year 2024 as compared to fiscal year 2023 due to the impacts of Convertible Debenture interest

Overall, the increased expense in fiscal year 2025 corresponds to an overall increase in our

share value during fiscal year 2025.

in fair value of Warrant liability represents the change in fair value related to our liability-classified Warrant obligations.

The increase in expense during fiscal year 2025 is due primarily to the increase in the ending market value of our Common Shares

as of June 30, 2025.

in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes (as

defined below), which are carried at fair value, as well as the impact of fair value adjustments through final payoff.

expense decreased in fiscal year 2025 as compared to fiscal year 2024 due to the impacts of convertible debenture interest

expense incurred in fiscal year 2024.

This convertible debt instrument was paid off in early fiscal year 2025.

attributable to noncontrolling interest represents the portion of net loss in ECRC attributable to the Vested Shares, which

3 unchanged sentences

To date, our ongoing operations have been financed

by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of incentive

Options and Warrants, and related party loans.

With respect to currently outstanding Options and Warrants, we believe that exercise

of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares

equals or exceeds the related exercise price of each instrument.

connection with the Closing of the 2023 Transactions, the Company received net cash proceeds of $8.3 million, as follows:

cash received from GXII trust account, after payment of direct and incremental transaction costs incurred by GXII

proceeds from the Yorkville Convertible Debt Financing Agreement

cash costs incurred in connection with Yorkville Equity Facility Financing Agreement

direct and incremental transaction costs

proceeds from 2023 Transactions

2023 Transactions delivered to NioCorp several important benefits, including a ready pathway to an up-listing to the Nasdaq, which

is expected to allow additional institutional firms to invest in the Company for the first time.

Further, we believe it has given

NioCorp and the Elk Creek Project a much higher profile among institutional investors evaluating projects in the critical materials

The sale of the April

2024 Notes has provided, and the Yorkville Equity Facility Financing is expected to provide, near-term and longer-term access to

The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement, at its discretion, is subject

to certain limitations and the satisfaction of certain conditions.

When available, the Yorkville Equity Facility Financing Agreement

provides an opportunity to actively manage the cash needs of the Company more closely.

Historically, cash has generally been available

to the Company through private placements of equity for which the timing did not always coincide with the Company’s cash

In the near term, the Company intends to utilize the Yorkville Equity Facility Financing Agreement to offset amounts owed

under the April 2024 Notes.

The Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate

funds at a time when they are in need.

Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement

for opportunistic share sales.

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

remaining principal and accrued interest of $553,767 under the Convertible Debenture into Common Shares in exchange for a $95,000

make-whole payment.

September 17, 2024, all the remaining outstanding Financing Warrants expired.

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.

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 $5.0 million divided by the five-day volume weighted average price of the Common

Shares on September 16, 2024.

of June 30, 2024, the Company had cash of $2.0 million and a 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.

Subsequent to June 30, 2024, the Company issued 339,250 Common

Shares under the Yorkville Equity Facility Financing Agreement in exchange for $0.6 million in gross cash proceeds.

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 $2.0 million non-revolving credit facility.

initial drawdown under the Smith Loan Agreement of $33,000 was completed on September 11, 2024.

NioCorp intends to use the

net proceeds from these transactions to satisfy amounts due under the April 2024 Notes and for general corporate purposes.

by the sale of our equity securities by way of public and private offerings, convertible securities issuances, the exercise of

incentive Options and Warrants, and related party loans.

With respect to currently outstanding Options and Warrants, we believe

that exercise of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for

our Common Shares equals or exceeds the related exercise price of each instrument.

April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II (“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, 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 the April 2024 Notes

issued to each April 2024 Purchaser, Warrants to purchase up to 615,385 Common Shares.

All remaining amounts due to Lind II ($176,000)

and Yorkville ($1.0 million) under the April 2024 Notes were repaid on January 6, 2025, and February 7, 2025, respectively.

September 11, 2024, the Company and Mark Smith entered into the Loan Agreement, by and between the Company and Mark Smith (the

“Smith Loan Agreement”), which provides for a $2.0 million non-revolving credit facility (the “Smith Loan”).

A total of $504,000 was subsequently drawn down, and subsequently the Company repaid $508,000, representing the balance of the

interest and principal outstanding under the Smith Loan, plus $41,000 related to the loan origination fees payable.

November 5, 2024, the Company closed an underwritten public offering (the “November 2024 Registered Offering”), pursuant

to the underwriting agreement, dated November 3, 2024, with Maxim, as underwriter, which consisted of 1,592,356 Common Shares,

1,672,090 Series A Warrants to purchase up to an additional 1,672,090 Common Shares and 836,045 Series B Warrants to purchase

up to 836,045 Common Shares.

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 Series

A Warrant to purchase up to an additional Common Share and one-half of one Series B Warrant to purchase up to one-half of one

Common Share.

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

underwriting agreement, dated January 29, 2025, with Maxim, as underwriter, which consisted of 2,577,320 Common Shares, 2,577,320

Series A Warrants to purchase up to an additional 2,577,320 Common Shares and 1,288,660 Series B Warrants to purchase up to 1,288,660

Common Shares.

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

agreement dated April 17, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold an aggregate of 8,015,812

Common Shares (or pre-funded Warrants in lieu thereof), which includes 323,504 Common Shares issued and sold pursuant to Maxim’s

partial exercise of its over-allotment option.

combined gross proceeds from the November 2024 Registered Offering, the November 2024 Private Offering, the January 2025 Offering,

and the April 2025 Offering were approximately $31.8 million, before deducting underwriting discounts and offering expenses.

addition, during fiscal year 2025, the Company issued an aggregate of 6,499,977 Common Shares under the Yorkville Equity Facility

Financing Agreement and through the exercise of Warrants by their holders, as a result of which, the Company received cash totaling

approximately $13.8 million.

A portion of these proceeds were used for working capital and general corporate purposes, to repay

amounts outstanding on the Smith Loan, to repay the April 2024 Notes, and to advance efforts to launch construction of the Elk

Creek Project and move it to commercial operation.

of June 30, 2025, the Company had cash of $25.6 million and working capital of $24.8 million, compared to cash of $2.0 million

and a working capital deficit of $9.0 million on June 30, 2024.

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

The Company’s current planned cash needs are

approximately $26.0 million until June 30, 2025.

In addition to outstanding

accounts payable and short-term liabilities, our average monthly planned expenditures through June 30, 2025 are expected to be

approximately $1.6 million per month, of which approximately $375,000 is for corporate overhead and estimated costs related to

securing financing necessary for advancement of the Elk Creek Project.

This includes general overhead costs, satisfying outstanding

accounts payable, and repayment of the April 2024 Notes and the Smith Loan Agreement.

This also includes anticipated financing

costs associated with the Elk Creek Project, including an updated mine plan in connection with the EXIM application process.

scope of these financing costs remains under discussion with EXIM.

Approximately $1.2 million per month is planned for expenditures

relating to the advancement of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC.

The Company’s ability

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

Company anticipates that it does not have sufficient cash on hand to continue to fund basic operations for the next twelve months,

and additional funds totaling $25.0 million to $26.0 million, net of funds raised from advances under the Yorkville Equity Facility

Financing Agreement and borrowings under the Smith Loan Agreement, are likely to be necessary to continue advancing the project

in the areas of financing, permitting, and detailed engineering.

While the Yorkville Equity Facility Financing Agreement may provide

the Company with access to additional capital, the Company will likely require additional capital to meet its cash needs.

is actively pursuing such additional sources of debt and equity 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.

Creek Property and lease commitments are $15,000 through June 30, 2025.

To maintain our currently held properties and fund our

currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project

for the fiscal year ending June 30, 2025, the Company will likely require additional financing during the current fiscal year.

Should such financing not be available in that timeframe, we will be required to reduce our activities and will not be able to

carry out all our presently planned activities at the Elk Creek Project.

June 6, 2023, the Company announced that it had submitted an application to EXIM to obtain EXIM Financing to fund the project

costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative.

The Company was informed that

its application received approval by the first of three reviews by the EXIM Transaction Review Committee on October 2, 2023.

deployed additional resources to the processing of the Company’s application during the quarter ended December 31, 2023

and has retained financial and legal consultants to support EXIM’s due diligence on the Elk Creek Project.

2024, the Company received the PPL from EXIM.

The PPL is a summary of EXIM’s initial due diligence findings and also includes

a preliminary Indicative Term Sheet.

The PPL identified additional project activities to be undertaken by the Company in conjunction

with the EXIM evaluation process.

These include an updated mine plan and updated Elk Creek Project capital costs on a final or

close-to-final basis reflecting updated process flows.

Management is working with EXIM to continue to advance the project through

the next stages of EXIM’s due diligence and loan application process.

We are currently unable to estimate how long the application

process may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing

Except for potential

funding from advanced under the Yorkville Equity Facility Financing and potential funding under the Smith Loan Agreement, each

as discussed above, 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, if 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.

The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s

ability to use the proceeds from the April 2024 Purchase Agreement to pay 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

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.

of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management

as opportunities to raise funds arise.

Management may pursue funding sources of both debt and equity financing, including but not

limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination

thereof in units of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the form

of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private issuances

of debt securities, including secured and unsecured convertible debt instruments or secured debt project financing.

does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will

be negotiated at arm’s-length.

Future financings involving the issuance of equity securities or derivatives thereof will

likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive

to current shareholders.

In addition, we could raise funds through the sale of interests in our mineral properties, although current

market conditions and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any

such interests.

However, we cannot provide any assurances that we will be able to be successful in raising such funds.

Based on the conditions

described within, management has concluded and the audit opinion and notes that accompany our consolidated financial statements

for the year ended June 30, 2024, disclose that substantial doubt exists as to our ability to continue as a going concern.

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.

As defined under S-K 1300, we are a development stage issuer, and we have incurred losses since our

We may not have sufficient cash, including option and warrant exercises subsequent to June 30, 2024, to fund normal

operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities and raising

additional funds.

Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential

for geographic recessions have contributed to general global economic uncertainty.

During fiscal year 2024, these events continued

to create uncertainty with respect to overall project funding and timelines.

We believe that the going concern uncertainty cannot

be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating

activities is secured.

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.

As discussed below, if the Company were

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

planned expenditures relating to the advancement of the Elk Creek Project over the next twelve months include, but are not

limited to, an updated resource and reserve estimate and associated mine plan and an updated capital cost estimate in

connection with the EXIM application process.

The planned corporate overhead costs over the next twelve months include Elk

Creek property lease commitments, which are $57,000 through June 30, 2026, and outstanding accounts payable.

estimated financing costs associated with the Elk Creek Project over the next twelve months include, but are not limited to, costs

relating to the EXIM application process, the scope of which remains under discussion with EXIM.

On June 6, 2023, the Company

announced that it had submitted an application to EXIM for up to $800 million in debt financing (the “EXIM Financing”)

to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative.

Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of

final terms, and the negotiation of definitive documentation.

There can be no assurance that the EXIM Financing will be completed

on the terms described herein or at all.

The Company was informed that its application received approval by the first of three

reviews by the EXIM Transaction Review Committee (the “TRC”) on October 2, 2023.

During the fourth quarter of fiscal

year 2025, EXIM continued to process the Company’s application for debt financing under EXIM’s Make More in America

The Company’s application sits at the TRC in the second step in EXIM’s four-step approval process.

continues to meet with EXIM as well as providing responses to requests for additional information from EXIM and to the consultants

that are conducting due diligence on the Company’s application on behalf of EXIM.

As part of the diligence process, EXIM

has identified additional project activities to be undertaken, including, among other things, an updated mine plan and updated

Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows.

However, there can be no

assurance what further project activities or matters EXIM may request in connection with the application process.

We are currently

unable to estimate how long the application process may take, and there can be no assurances that we will be able to successfully

negotiate a final commitment of debt financing from EXIM.

July 18, 2025, the Company closed a public offering (the “July 2025 Offering”), pursuant to which the Company issued

and sold 13,850,000 Common Shares at a public offering price of $3.25 per Common Share, for net proceeds of approximately $41.8

million after deducting placement agent fees discounts and prior to other offering expenses.

Maxim acted as sole placement agent

for the July 2025 Offering.

The Company intends to use the net proceeds from the July 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

During the period from July 1, 2025 through September 11, 2025, the

Company also issued 5,000,312 Common Shares through the exercise of Warrants and Options by their

holders, and received cash totaling approximately $10.4 million.

August 4, 2025, ECRC entered into the DoD Agreement with ATI, an entity acting on behalf of the Defense Industrial Base Consortium

under the authority of the DoD.

Subject to the terms and conditions of the DoD

Agreement, 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

related to feasibility study-level engineering and additional reserve drilling, as well as preparing updated cost estimates, for

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, requiring additional financing.

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.

If the Company were

able to obtain additional funding, the Company would be in a position 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.

When available,

the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more

closely, and the Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a

time when they are in need.

Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement for

opportunistic share sales.

However, the Yorkville Equity Facility Financing Agreement will expire by its terms on April 1, 2026.

for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential

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

Management currently anticipates that it will fund the upfront capital expenditure amount for the Elk Creek Project

through a combination of debt and equity financing, with approximately two-thirds of such amount being funded from the net proceeds

of debt financing, including the amount of debt that would be represented by the EXIM Financing, if any.

Management is actively

pursuing additional sources of debt and equity financing to meet its long-term funding requirements, and while it has been successful

in doing so in the past, there is no assurance that we will be able to obtain any such additional financing on acceptable terms,

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

On July 17, 2025, we entered into the Placement Agency Agreement with Maxim, which also contains certain covenants that,

among other things, limit NioCorp’s ability to enter into any variable rate transaction on or before September 17, 2025, 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 Maxim, subject to certain exceptions.

Notwithstanding

the restrictions set forth in the Exchange Agreement and the Placement Agency Agreement, there is significant uncertainty that

we would be able to secure any additional financing in the current equity or debt markets.

The quantity of funds to be raised and

the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to

raise funds arise.

Management may pursue funding sources of both debt and equity financing, including but not limited to the issuance

of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the

Company pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered

offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities,

including secured and unsecured convertible debt instruments, or secured debt project financing.

Management does not currently

know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at

arm’s-length.

Future financings involving the issuance of equity securities or derivatives thereof will likely be completed

at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and

other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests.

we cannot provide any assurances that we will be able to be successful in raising such funds.

on the conditions described within, management has concluded and the audit opinion and notes that accompany our consolidated financial

statements for the year ended June 30, 2025, disclose that substantial doubt exists 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.

As defined under S-K 1300, we are a development stage issuer, and we have incurred losses

since our inception.

The Company will require additional capital to meet its long-term operating requirements.

Uncertainty in

capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions

have contributed to general global economic uncertainty.

During fiscal year 2025, these events continued to create uncertainty

with respect to overall project funding and timelines.

We believe that the going concern uncertainty cannot be alleviated with

confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is

Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.

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lower rates of interest, which has also lowered our potential interest income.

During the year ended

June 30, 2024, the Company’s operating activities consumed $11.7 million of cash (2023:

the year ended June 30, 2025, the Company’s operating activities consumed $10.7 million of cash (2024:

$11.7 million).

Overall, operational

outflows during fiscal year 2024 decreased from the corresponding period of 2023 due to fiscal year 2023 cash expenses related

to the 2023 Transactions and a decrease in fiscal year 2024 exploration-

related spending at the Elk Creek Project.

Going forward,

the Company’s working capital requirements are expected to increase substantially in connection with the development of the

Elk Creek Project.

operational outflows during fiscal year 2025 decreased from the corresponding period of 2024 primarily due to the timing of vendor

Going forward, the Company’s working capital requirements are expected to increase substantially in connection

with the development of the Elk Creek Project.

Company had minimal investing activities during the years ended June 30, 2025 and 2024, respectively.

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$11.4 million).

This decrease in financing

inflows primarily reflects the timing of cash inflows from the financing transactions disclosed below.

inflows reflect the gross receipts of $1.0 million from the September 2023 Private Placement (as defined below), $1.3 million

from the December 2023 Private Placement (as defined below), $0.6 million from the June 2024 Private Placement (as defined below)

and $3.3 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, as well as $6.5 million

of net proceeds from the issuance of the April 2024 Notes.

following is a discussion of significant financing transactions since the beginning of fiscal year 2024:

September 1, 2023, the Company closed a non-brokered private placement (the “September

2023 Private Placement”) with a single investor and issued 250,000 units of the

Company (the “September 2023 Units”), at a price of $4.00 per September 2023

Unit, for aggregate gross proceeds of $1.0 million.

Each September 2023 Unit consisted

of one Common Share and one Warrant (the “September 2023 Warrants”).

September 2023 Warrant is exercisable for one Common Share at a price of $4.60 until

September 1, 2025.

December 22, 2023, the Company closed a non-brokered private placement (the “December

2023 Private Placement”) and issued an aggregate of 413,432 units of the Company

(the “December 2023 Units”), including an aggregate of 274,587 December 2023

Units to certain non-affiliated accredited investors at a price of $3.08 per December

2023 Unit and an aggregate of 138,845 December 2023 Units to certain of the Company’s

officers and directors at a price of $3.205 per December 2023 Unit, for aggregate gross

proceeds of approximately $1.29 million.

Each December 2023 Unit consisted of one Common

Share and one Warrant (the “December 2023 Warrants”).

Each December 2023

Warrant is exercisable for one Common Share at a price of $3.54 until December 22, 2025.

April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (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.

Pursuant to the terms of the

April 2024 Notes, subject to certain exceptions, on the first day of each calendar month,

beginning on June 1, 2024 (excluding August 2024) (the “Payment Date”), the

Company will be required to repay a portion of the outstanding balance of all of the

April 2024 Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1.4 million

of principal (or the outstanding principal if less than such amount) in the aggregate

among all of the outstanding April 2024 Notes, plus (ii) 8.0% of the principal amount

being paid (the “Payment Premium”), and (iii) accrued and unpaid interest,

if any, as of the Payment Date.

The Company is required to make payments on each Payment

Date until the entire outstanding principal is repaid but will not have an obligation

to make a payment on a Payment Date if certain equity conditions (the “Equity Conditions”)

are satisfied.

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 (the “April

2024 Warrants 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.

to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6.935 million to the Company in consideration

of the issuance by the Company to the April 2024 Purchasers of $8.0 million aggregate principal amount of the April 2024 Notes

and April 2024 Warrants.

from the April 2024 Purchase Agreement were used for general working capital purposes, including for accounts payable, other payables

and operating expenses, and to satisfy the fees and expenses incurred in connection with the April 2024 Purchase Agreement.

to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the

principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each April

2024 Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted

divided by a fixed conversion price of $2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April

2024 Warrant Shares, the “April 2024 Underlying Shares”).

April 2024 Notes are the unsecured obligations of the Company and will mature on December 31, 2024.

The April 2024 Notes incur

a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of

The outstanding principal amount of, accrued and unpaid interest, if any, on, and the Payment Premium, if any, on the

April 2024 Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes

at their stated maturity, upon their redemption or otherwise.

April 2024 Purchase Agreement 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 the April 2024 Warrants to repay related party debt or to enter

into any variable rate transaction other than with Yorkville, subject to certain exceptions, and to distribute proceeds from the

sale of the April 2024 Notes and the exercise of the April 2024 Warrants to subsidiaries other than ECRC and 0896800 B.C.

(together with ECRC, the “Guarantors”), upon the entry by the Guarantors into a global guaranty agreement, dated as

of April 11, 2024, among the Guarantors in favor of the Purchasers (the “Guaranty Agreement”).

Pursuant to the Guaranty

Agreement, the Guarantors guaranteed the full, prompt and unconditional payment when due (whether at maturity, by acceleration

or otherwise), and the performance of all liabilities, agreements and other obligations of NioCorp to the April 2024 Purchasers

contained in the April 2024 Purchase Agreement, the April 2024 Notes, and the April 2024 Warrants, to the extent such liabilities,

agreements and obligations are payable in cash.

4, 2024, NioCorp entered into (i) a consent and waiver (the “Yorkville Consent”) to the April 2024 Note issued and

sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent,

the “Consents”) to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to the April 2024 Purchase

The Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate

of $1.2 million to an aggregate of $0.3 million, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by

an aggregate of $1.2 million, 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.

June 24, 2024, the Company closed a non-brokered private placement (the “June 2024

Private Placement”) with a single investor of 315,000 units of the Company (the

“June 2024 Units”), at a price of $1.91 per June 2024 Unit, for aggregate

gross proceeds of $0.6 million.

Each June 2024 Unit consisted of one

Common Share and one Warrant (the “June 2024 Warrants”).

Each June 2024 Warrant

is exercisable for one Common Share at a price of $2.20 until June 24, 2026.

● On September 11, 2024, the Company entered into the Smith Loan Agreement

with Mark Smith, our Chief Executive Officer, President and Executive Chairman, pursuant to which Mr.

Smith agreed to make available

to the Company a non-revolving, multiple draw credit facility of up to $2.0 million.

Borrowings under the Smith Loan Agreement

bear interest at a rate of 10% per annum and are subject to an establishment fee equal to 2.5% of the amount of any drawdown payable

at the time of the drawdown.

Any outstanding balance on

the Loan, including accrued interest, shall be immediately due and payable

by the Company on the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence of an event

of default thereunder (the “Due Date”).

The Company can repay the Loan at any time without notice and without penalty,

but any amount of principal or interest repaid by the Company prior to the Due Date will be subject to an early payment fee of

2.5% of the value of any such payment.

Amounts outstanding under the Smith Loan Agreement are secured by all of the Company’s

assets pursuant to a general security agreement between the Company and Mr.

Smith, dated September 11, 2024.

This increase in financing

inflows primarily reflects the timing of cash inflows from the financing transactions disclosed above under “ Liquidity

and Capital Resources .”

Flow Considerations

Company has historically relied upon debt and equity financings to finance its activities.

Company has historically relied upon debt and equity financing to finance its activities.

Subject to the restrictions set forth

in the Exchange Agreement and the April 2024 Purchase Agreement, the Company may pursue additional debt and/or equity financing

in the medium term;

however, there can be no assurance the Company will be able to obtain any required financing in the future

on acceptable terms.

in the Exchange Agreement, the Company may pursue additional debt and/or equity financing in the medium term;

however, there can

be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.

Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance

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will require substantial additional capital resources.

This includes near-term funding and, ultimately, funding for Elk Creek

includes near-term funding and, ultimately, funding for Elk Creek

Project construction and other costs.

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discussion of arrangements related to possible future financings.

April 2024 Notes contain events of default customary for instruments of their type (with customary grace periods, as applicable)

and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect

to NioCorp, all outstanding April 2024 Notes will become due and payable immediately without further action or notice.

other type of event of default occurs and is continuing, then any holder may declare all of its April 2024 Notes to be due and

payable immediately.

The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s

ability to use the proceeds from the April 2024 Purchase Agreement to repay related party debt or to enter into any variable rate

transaction other than with Yorkville, subject to certain exceptions.

The Company was in compliance with these covenants as of

June 30, 2024.

Environmental

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foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain

“forward-looking statements” within the meaning of Section 27A of the Securities Act

and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby.

See the discussion

in “Forward-Looking Statements” in Item 1., “Business.”

“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of

the Exchange Act, and are intended to be covered by the safe harbor created thereby.

See the discussion in “Forward-Looking

Statements” in Item 1., “Business.”

a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the

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Note 3 also discloses recent accounting pronouncements applicable to the Company.

We believe that our

most critical accounting estimates are related to the carrying value of our long term assets;

accounting for income taxes and the

valuation of deferred tax assets;

and the valuation of liabilities associated with warrants, convertible debt carried at fair value,

and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the accounting estimates are made

and changes in them are reasonably likely to occur from period to period.

Management has discussed the development and selection

of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”), and the Audit

Committee has reviewed the disclosures presented below.

In addition, there are other items within our financial statements that

require estimation, but are not deemed to be critical.

However, changes in estimates used in these and other items could have a

material impact on our consolidated financial statements.

believe that our most critical accounting estimates are related to the carrying value of our long term assets;

accounting for

income taxes and the valuation of deferred tax assets;

and the valuation of liabilities associated with Warrants, convertible

debt carried at fair value, and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the

accounting estimates are made and changes in them are reasonably likely to occur from period to period.

Management has discussed

the development and selection of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”),

and the Audit Committee has reviewed the disclosures presented below.

In addition, there are other items within our financial

statements that require estimation, but are not deemed to be critical.

However, changes in estimates used in these and other items

could have a material impact on our consolidated financial statements.

Value of Long-Lived Assets

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by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Where estimates of future net cash

estimates of future net cash

flows are not determinable and where other conditions indicate the potential for impairment, management uses available market

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interpretation by taxing authorities and could be modified.

Management judgment

is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance

recorded against our deferred tax assets.

We consider factors such as the cumulative income or loss in recent years;

of deferred tax liabilities;

projected future taxable income exclusive of temporary differences;

the character of the income tax

asset, including income tax positions;

tax planning strategies and the period over which we expect the deferred tax assets to

be recovered in the determination of the valuation allowance.

In the event that actual results differ from these estimates or

we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial

position and results of operations.

Management judgment is required in determining our provision for income

taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets.

factors such as the cumulative income or loss in recent years;

reversal of deferred tax liabilities;

projected future taxable

income exclusive of temporary differences;

the character of the income tax asset, including income tax positions;

strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance.

In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our

valuation allowance, which could materially impact our financial position and results of operations.

Instruments Carried at Fair Value

fair values of our Earnout Shares, Private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value were

determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility

and expected holding periods.

Changes in the estimated fair values of these liabilities may have material impacts on our results

of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our U.S.

results of operations.

See Notes 9, 10, and 11c to our consolidated financial statements included in this Annual Report on Form

10-K for additional details.

fair values of our Earnout Shares, private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value

were determined using various significant unobservable inputs, including a discount rate and our best estimate of expected

volatility and expected holding periods.

Changes in the estimated fair values of these liabilities may have material impacts

on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact

GAAP results of operations.

See Notes 8, 9, and 10c to our consolidated financial statements included in this

Annual Report on Form 10-K for additional details.

Company has one class of shares, being Common Shares.

A summary of outstanding shares, share options, warrants, and convertible

debt option as of September 20, 2024, is set out below, on a fully diluted basis.

Shares Outstanding

A summary of outstanding Common Shares, Vested Shares, Options, and Warrants

as of September 11, 2025, is set out below, on a fully diluted basis.

Common Shares Outstanding

(fully diluted)

Common Shares

Vested Shares (1)

exchangeable into one Common Share at any time, and from time to time, until the tenth

anniversary of the Closing Date.

exercisable into one Common Share.

(3) Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into

1.11829212 Common Shares, and 38,660,244 Warrants that are each exercisable into one Common Share.

(4) Represents Common Shares issuable on conversion of April 2024 Notes with

an aggregate outstanding principal and accrued interest balance of $5.3 million as of September 20, 2024, at the fixed

conversion price of $2.75 per share.

exercisable for one Common Share.

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

and 9,120,907 Warrants that are each exercisable

into one Common Share.

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 7. Management’s Discussion and Analysis