What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-09-11 compared with 2024-09-23 · 884 added, 1150 removed, 654 unchanged (76% of the section changed)

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and

the Board of Directors of NioCorp Developments Ltd.

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheet of NioCorp Developments Ltd.

and subsidiaries (the "Company") as of June 30, 2024, the related

consolidated statements of operations and comprehensive loss, cash flows, and shareholders' equity (deficit) and redeemable noncontrolling

interest, for the year ended June 30, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting

principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the financial statements,

the Company has a working capital deficit, an accumulated deficit, and does not generate any revenue.

Further, the Company does

not have sufficient cash on hand to fund normal operations or the repayment of the April 2024 Notes for the next twelve months

These conditions raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these

matters are also described in Note 4.

The consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

Basis for Opinion

These financial statements are

the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required

to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated

below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated

to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any

way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

April 2024 Notes and Warrants

— Refer to Notes 3, 9, and 16 to the financial statements

Critical Audit Matter Description

On April 12, 2024, the Company

closed a private placement of convertible promissory notes with Yorkville and Lind Global for a principal amount of $8,000,000

(“April 2024 Notes”).

As part of the transaction, the Company also issued warrants to the holders of the notes, which

gave the holders the right to purchase up to 615,385 common shares of NioCorp stock at a price of $3.25 per share.

The notes will

mature on December 31, 2024 and the warrants will expire on April 12, 2027.

The Company accounts for the

convertible promissory notes within Convertible Debt in current liabilities and has elected to value the notes at fair value in

accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging .

The Company uses a simulation model

to estimate the fair value of the convertible promissory notes and embedded features.

Estimates and assumptions impacting the

fair value of the convertible promissory notes include the fair value per share of the underlying shares of common stock, the

term of the instruments, the expected volatility of the price of the underlying common stock and public warrants, the risk-free

interest rate, and the implied discount rate.

The Company based the volatility assumption used to value the notes on the weighted

average of the Company’s common share volatility and the implied volatility of its public warrants over a timeframe consistent

with the expected term of the instrument.

As of June 30, 2024, the fair value of the convertible promissory notes was $7,089,000.

The Company accounts for the

associated warrants in accordance with ASC Topic 815, Derivatives and Hedging , and determined that at as of April 12, 2024,

the warrants should be classified as a warrant liability.

The warrant liabilities are recognized at fair value at their inception

date and are remeasured each reporting period with changes in value recognized as non-operating gains and losses.

uses a Black-Scholes option pricing model to determine the fair value of the warrants.

Estimates and assumptions impacting the

fair value of the warrants include the fair value per share of the underlying shares of common stock, the term of the instruments,

the historical volatility of common shares and the risk-free interest rate.

As of June 30, 2024, the fair value of the warrant

liability was $298,000.

the significant assumptions made by management in determining the accounting treatment for the transaction and associated fair

value of the convertible promissory notes and warrants, performing audit procedures to evaluate the reasonableness of management's

conclusions and assumptions for determining the fair value of the instruments, required a high degree of auditor judgment and

an increased extent of effort, including the need to involve our fair value specialists and professionals with expertise in accounting

for complex financial instruments.

How the Critical Audit Matter

Was Addressed in the Audit

Our audit procedures related

to the April 2024 Notes and Warrants included the following, among others:

evaluated management’s accounting position through the following procedures:

and evaluated the Company’s accounting memoranda regarding the application of the

relevant accounting guidance for private placement warrants and embedded derivative features.

read and compared the underlying terms and conditions of the relevant contracts to the

Company’s accounting memoranda and evaluated management’s identification

of significant terms and conditions for completeness and accuracy.

the Company’s conclusions regarding the accounting treatment applied to the private

placement transaction with the assistance of professionals with expertise in accounting

for complex financial instruments.

the fair value of the warrants at issuance and June 30, 2024, including the model and

relevant assumptions.

● Independently

calculated the loss on issuance and change in fair value between issuance and June 30,

2024 for the convertible promissory notes and warrants.

the outstanding principal balance of the convertible promissory notes as of June 30,

2024 with the holders of the notes.

the assistance of our fair value specialists, we:

the reasonableness of the valuation methodologies used for the convertible promissory

the mathematical accuracy of the valuation model used for convertible promissory notes.

assumptions including the risk-free rates, discount rates, and the volatility assumptions,

including the underlying source information and mathematical accuracy of the calculations,

based on a range of independent estimates that we compared to the risk-free rates, discount

rate and the volatility assumptions selected by management to value the convertible promissory

the fair value of the convertible promissory notes selected by management to an independently

calculated value at issuance and June 30, 2024.

the appropriateness of the volatility assumptions and use of the Black-Sholes option

pricing model to value the warrant liability.

the completeness and accuracy of the disclosures related to the April private placement

/s/ DELOITTE & TOUCHE

Denver, Colorado

September 20, 2024

We have served as the Company's

auditor since fiscal year 2024.

of Independent Registered Public Accounting Firm

and Board of Directors

Developments Ltd.

on the Consolidated Financial Statements

the shareholders and the Board of Directors of NioCorp Developments Ltd.

on the Financial Statements

have audited the accompanying consolidated balance sheet of NioCorp Developments Ltd.

(the “Company”) as of June

30, 2023, the related consolidated statement of operations and comprehensive loss, shareholders’ deficit and redeemable

noncontrolling interest, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects,

the financial position of the Company at June 30, 2023, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States of America.

Concern Uncertainty

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 4 to the consolidated financial statements, the Company has an accumulated deficit and suffered recurring

losses without any current revenue generating operations.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern.

and subsidiaries (the “Company”)

as of June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, cash flows, and shareholders’

equity and redeemable noncontrolling interest, for the each of the two years in the period ended June 30, 2025, the related notes

(collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and

its cash flows for each of the two years in the period ended June 30, 2025 in conformity with accounting principles generally

accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

discussed in Note 4 to the financial statements, the Company has an accumulated deficit and does not generate any revenue.

Further, the Company does not have sufficient cash on hand to fund normal operations as well as the construction necessary

for mine development for the next twelve months.

These conditions raise substantial doubt about its ability to continue as a

going concern.

Management’s plans in regard to these matters are also described in Note 4.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

The consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

BDO USA, P.C.

served as the Company’s auditor from 2015 to 2023.

Developments Ltd.

Balance Sheets

in thousands of U.S.

critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was

communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material

to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of

critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by

communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

issued in the current year and classified as equity— Refer to Notes 3 and 10 to the financial statements

Audit Matter Description

September 17, 2024, November 5, 2024, January 31, 2025, and April 17, 2025, the Company issued warrants, which Management determined

would be classified as equity when issued to investors or lenders, collectively referred to as the “Warrants”.

warrants issued to investors or lenders in exchange for cash or other financial assets, Management follows guidance issued within

ASC 480, Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging , to assist in the determination

of whether the warrants should be classified as liabilities or equity.

Warrants that are determined to require equity classification

are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified.

the significant assumptions made by management in determining the accounting classification for the Warrants, performing audit

procedures to evaluate the reasonableness of management's conclusions required a high degree of auditor judgment and an increased

extent of effort, including the need to involve professionals with expertise in accounting for complex financial instruments.

the Critical Audit Matter Was Addressed in the Audit

audit procedures related to the Warrants included the following, among others:

evaluated management’s accounting position through the following procedures:

and evaluated the Company’s accounting memoranda regarding the application of the

relevant accounting guidance for the Warrants.

read and compared the underlying terms and conditions of the relevant contracts to the

Company’s accounting memoranda and evaluated management’s identification

of significant terms and conditions.

the Company’s conclusions regarding the accounting treatment applied to the transactions

with the assistance of professionals with expertise in accounting for complex financial

the completeness and accuracy of the disclosures related to the Warrants.

/s/ Deloitte & Touche LLP

September 11, 2025 DELOITTE & TOUCHE LLP

have served as the Company’s auditor since fiscal year 2024.

NioCorp Developments Ltd.

Consolidated Balance Sheets

(expressed in thousands of U.S.

dollars, except share data)

12 unchanged sentences

Total current liabilities

Convertible debt

Warrant liabilities, at fair value

4 unchanged sentences

Redeemable noncontrolling interest

SHAREHOLDERS’ EQUITY (DEFICIT)

SHAREHOLDERS’ EQUITY

Common stock, no par value, unlimited shares authorized;

2 unchanged sentences

Accumulated other comprehensive loss

Total shareholders’ equity(deficit)

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity (deficit)

accompanying notes are an integral part of these consolidated financial statements

Developments Ltd.

Statements of Operations and Comprehensive Loss

Total shareholders’ equity

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of Operations and Comprehensive

(expressed in thousands of U.S.

except share and per share data)

ended June 30,

dollars, except share and per

For the year ended June 30,

Operating expenses

7 unchanged sentences

Change in fair value of convertible notes

Loss on debt extinguishment

Interest expense

Foreign exchange loss (gain)

Foreign exchange gain

Interest income

Loss on equity securities

1 unchanged sentence

Income tax benefit

Net loss and comprehensive loss

Net loss attributable to redeemable noncontrolling interest

Net loss attributable to the Company

Other comprehensive loss:

Other comprehensive gain:

Reporting currency translation

Total comprehensive loss

Comprehensive loss attributable to redeemable noncontrolling interest

Comprehensive loss attributable to the Company

Net loss and net comprehensive loss attributable to the Company

Loss per common share, basic and diluted

Weighted average common shares outstanding

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of Cash Flows

Consolidated Statements of

(expressed in thousands of U.S.

ended June 30,

For the year ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Adjustments for:

Initial valuation of earnout shares liability

Change in valuation of earnout shares liability

Initial valuation of warrant liabilities

Change in valuation of warrant liabilities

2 unchanged sentences

Share-based compensation

Loss on debt extinguishment

Yorkville share issuances

Foreign exchange loss

Fair value of insider warrants

Unrealized loss on equity securities

5 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets

Net cash provided by investing activities

Acquisition of fixed assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock

Issuance of debt, net of costs

Proceeds from issuance of capital stock

Related party debt draws

3 unchanged sentences

Net cash provided by financing activities

Exchange rate effect on cash and cash equivalents

Change in cash and cash equivalents during period

5 unchanged sentences

Conversion of debt for common shares

Recognition of operating lease liabilities

Value of Warrants issued

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling

Consolidated Statements of Shareholders’ Equity and

Redeemable Noncontrolling Interest

(expressed in thousands of U.S.

dollars, except share data)

Common Shares Outstanding

Accumulated Deficit

Accumulated Other Comprehensive Loss

Other Comprehensive

Redeemable Noncontrolling Interest

1 unchanged sentence

$ ( 150,477 )

Exercise of options

Fair value of warrants granted

Common Shares issued in the GXII Transaction

Commitment shares issued

Registered direct offering – May 2023

Shares issued under the Yorkville equity facility

Equity placements

Yorkville equity facility draws

Option exercises

Redemption of vested shares

Debt conversions

Option liability valuations

Share issuance costs

Redeemable noncontrolling interest

Share-based compensation

Reporting currency presentation

Loss for the year

1 unchanged sentence

$ ( 161,912 )

Exercise of options

Private placements

Equity placements

Yorkville equity facility draws

Warrant exercises

Option exercises

Redemption of vested shares

Debt conversions

Issuance of Lind Consent warrants

Conversion of private warrants

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share-based compensation

2 unchanged sentences

$ ( 179,317 )

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

dollars, except share and

per share data or as otherwise stated)

Developments Ltd.

1 unchanged sentence

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

of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek Project”)

located in southeastern Nebraska.

further discussed in Notes 5, 9, 10, and 11, on March 17, 2023 (the “Closing Date”), the Company closed the GXII Transaction

(as defined below) with GX Acquisition Corp.

II (“GXII”), pursuant to the Business Combination Agreement, dated September

25, 2022 (the “Business Combination Agreement”), among the Company, GXII and Big Red Merger Sub Ltd (the “Closing”).

At the Closing, the Company also closed convertible debt financings (the “Yorkville Convertible Debt Financing”) with

YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”),

and the standby equity purchase facility with Yorkville (the “Yorkville Equity Facility Financing” and, together with

the Yorkville Convertible Debt Financing, the “Yorkville Financings”) became effective.

The transactions contemplated

by the Business Combination Agreement, including the GXII Transaction, the Yorkville Financings and the Reverse Stock Split (as

defined below), are referred to, collectively, as the “2023 Transactions.”

GXII Transaction was accounted for as an equity raise transaction in accordance with generally accepted accounting principles

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

Under this method of accounting, GXII is treated as the “acquired”

company for financial reporting purposes.

Accordingly, the GXII Transaction is treated as the equivalent of NioCorp issuing common

shares, no par value, of the Company (“Common Shares”) for the assets and liabilities of GXII.

The net assets of GXII

are stated at historical cost, with no goodwill or other intangible assets recorded.

of mineral deposits in the United States, specifically, the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek

Project”) located in southeastern Nebraska.

On March 17, 2023 (the “Closing Date”),

the Company closed a series of transactions (the “GXII Transaction”), pursuant to the Business

Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company, GX Acquisition Corp.

II (“GXII”), and

Big Red Merger Sub Ltd (the “Closing”).

At the Closing, the Company also closed convertible debt financings (the “Yorkville

Convertible Debt Financing”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with

YA II PN, Ltd., “Yorkville”), and the standby equity purchase facility with Yorkville (the “Yorkville Equity

Facility Financing” and, together with the Yorkville Convertible Debt Financing, the “Yorkville Financings”)

became effective.

The transactions contemplated by the Business Combination Agreement, including the GXII Transaction, the Yorkville

Financings and a 10-for-1 reverse stock split consummated in connection with the Closing, are referred to, collectively, as the

“2023 Transactions.”

Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to

5 unchanged sentences

of Preparation and Consolidation

consolidated financial statements have been prepared in conformity with U.S.

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

States of America (“U.S.

GAAP”) and the rules and regulations of the U.S.

and Exchange Commission.

The consolidated financial statements include the consolidated accounts of the Company and its wholly

owned subsidiaries with all significant intercompany transactions eliminated.

Certain transactions include reference to Canadian

dollars (“C$”) where applicable.

Securities and Exchange Commission.

consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries with all

significant intercompany transactions eliminated.

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

where applicable.

consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table.

1 unchanged sentence

of incorporation

0896800 BC Ltd.

Columbia, Canada

Creek Resources Corp.

Technologies Limited

(1) Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596

Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

(1) Represents

100% of Class A common stock owned by 0896800, and 3,934,031 and 4,282,116 Vested Shares

and 3,391,596 and 3,391,596 Earnout Shares (each as defined below) held by third parties,

and outstanding as of June 30, 2025 and 2024, respectively.

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

9 unchanged sentences

The actual results

experienced by the Company may differ materially and adversely from the Company’s estimates.

experienced by the Company may differ materially and adversely from the Company’s

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

To the extent there are material

22 unchanged sentences

environment in which the entity operates (“the functional currency”).

The functional currency for all entities is

Dollar except for NioCorp Technologies Limited, which is measured in British Pounds.

reporting currency for these consolidated financial statements is U.S.

in functional currency

to March 17, 2023, the Company’s functional currency was the Canadian dollar.

The Company re-assessed its functional currency

and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S.

dollar based on significant

changes in economic facts and circumstances in our organization.

The change in functional currency was accounted for prospectively

from March 17, 2023 and prior-period consolidated financial statements were not restated for the change in functional currency.

both monetary and non-monetary assets and liabilities, translated balances as of March 17, 2023 became the new accounting basis.

The exchange rate on the date of change became the historical rate at which non-monetary assets and liabilities were translated

in subsequent periods.

There was no effect on the cumulative translation adjustment on the consolidated basis.

Previously recorded

cumulative translation adjustments were not reversed.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

functional currency for the Company’s Canadian subsidiary, 0896800 BC Ltd., which has no independent operations from its

parent, also changed from the Canadian dollar to the U.S.

The functional currency for Elk Creek Resources Corp.

in foreign currency

6 unchanged sentences

gains and losses from the application of the U.S.

dollar as the reporting currency for all periods prior to March 17, 2023 (when

the Canadian dollar was the functional currency) are included as part of cumulative currency translation adjustment, which is

reported as a component of shareholders’ equity under accumulated other comprehensive loss.

dollar as the reporting currency, if any, are included as part of cumulative

currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive

property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred.

Acquisition costs include

cash consideration and the fair market value of Common Shares issued as consideration.

Properties acquired under option agreements,

whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such

time as the payments are made.

Exploration costs are expensed as incurred.

When it is determined that a mining deposit can be

economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Company’s

board of directors (the “Board”) has approved the commencement of formal development activities, development costs

related to such reserves and incurred after such board approval will be considered for capitalization.

The establishment of proven

and probable reserves is based on results of feasibility studies, which indicate whether a property is economically feasible.

Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of

production, whichever is a more reliable measure.

Capitalized amounts relating to a property that is abandoned or otherwise considered

uneconomic for the foreseeable future are written off.

cash consideration and the fair market value of common shares, no par value, of the Company (“Common Shares”) issued

as consideration.

Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company,

are capitalized as mineral property acquisition costs at such time as the payments are made.

Exploration costs are expensed as

When it is determined that a mining deposit can be economically and legally extracted or produced based on established

proven and probable reserves under S-K 1300, and the Company’s board of directors (the “Board”) has approved

the commencement of formal development activities, development costs related to such reserves and incurred after such board approval

will be considered for capitalization.

The establishment of proven and probable reserves is based on

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

results of feasibility studies,

which indicate whether a property is economically feasible.

Upon commencement of commercial production, capitalized costs will

be amortized over their estimated useful lives or units of production, whichever is a more reliable measure.

Capitalized amounts

relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off.

recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed

21 unchanged sentences

If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount

of the assets exceeds the fair

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

value of the assets.

of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount

23 unchanged sentences

Debt Carried at Fair Value

With regard to the Company’s debt related to the convertible promissory notes issued in April 2024 (as further discussed in

Note 9), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives

and Hedging (“ASC 815”).

Under ASC 815-15-25, an election can be taken at the inception of a financial instrument

to account for the instrument at fair value.

The notes were recorded at fair value at inception and assessed quarterly thereafter

using a Monte Carlo simulation methodology which incorporates multiple conversion scenarios.

All changes in fair value subsequent

to the initial recording, excluding the impact of the change in fair value related to the Company’s own credit risk, are

recorded as a component of non-operating income/expense, within Change in fair value of convertible debt in the consolidated statements

regard to the Company’s debt related to the convertible promissory notes issued in April 2024 (as further discussed in Note

8), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives and Hedging

Under ASC 815-15-25, an election can be taken at the inception of a financial instrument to account

for the instrument at fair value.

The notes were recorded at fair value at inception and assessed quarterly thereafter using a

Monte Carlo simulation methodology which

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

incorporates multiple conversion scenarios.

All changes in fair value subsequent to the

initial recording, excluding the impact of the change in fair value related to the Company’s own credit risk, are recorded

as a component of non-operating income/expense, within Change in fair value of convertible debt in the consolidated statements

of operations.

Changes in fair value related to the Company’s own credit risk, if any, are recorded through other comprehensive loss.

apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty.

For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC

480, Distinguishing Liabilities from Equity , and ASC 815, to assist in the determination of whether the warrants should

be classified as liabilities or equity.

The fair value of warrants is estimated using Black Scholes modeling or Monte Carlo modeling,

depending on the settlement features embedded in the warrant.

Inputs under both models include inputs such as NioCorp’s

Common Share price, the risk-free interest rate, the expected term, the volatility, and the dividend rate.

Warrants that are determined

to require liability classifications are measured at fair value upon issuance and are subsequently remeasured to their then fair

value at each subsequent reporting period with changes in fair value recorded in current earnings.

Warrants that are determined

to require equity classifications measured at fair value upon issuance and are not subsequently remeasured unless they are required

to be reclassified.

Changes in fair value related to the Company’s own credit risk, if any, are recorded through other comprehensive

We apply relevant accounting

guidance for warrants to purchase our Common Shares (“Warrants”) based on the nature of the relationship with the counterparty.

The Company has made an accounting policy election that the “greater of” Share-Price Input to the Black-Scholes Value

would not preclude equity classification.

The Company has not had any historical transactions that include the “greater of”

Share-Price Input feature, and this is a new accounting policy election as of the current fiscal year.

For Warrants issued to investors

or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC 480, Distinguishing Liabilities

from Equity , and ASC 815, to assist in the determination of whether the Warrants should be classified as liabilities or equity.

The fair value of Warrants is estimated using Black Scholes modeling or Monte Carlo modeling, depending on the settlement features

embedded in the Warrant.

Inputs under both models include inputs such as NioCorp’s Common Share price, the risk-free interest

rate, the expected term, the volatility, and the dividend rate.

Warrants that are determined to require liability classifications

are measured at fair value upon issuance and are subsequently remeasured to their then fair value at each subsequent reporting

period with changes in fair value recorded in current earnings.

Warrants that are determined to require equity classifications

measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified.

Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40.

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which includes inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the weighted

average of historical Common Share volatility and implied volatility underlying the Company’s Public Warrants, the dividend

rate, the conversion price, and the number of Earnout Shares outstanding.

Assumptions used in the model are subjective and require

significant judgment.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and

accrued liabilities, notes payable, convertible debt, and the related party loan.

It is management’s opinion that the Company

is not exposed to significant interest, currency or credit risks arising from its financial instruments.

The fair values of these

instruments approximate their carrying value unless otherwise noted.

average of historical Common Share volatility and implied volatility underlying the Company’s publicly traded Warrants,

the dividend rate, the conversion price, and the number of Earnout Shares outstanding.

Assumptions used in the model are subjective

and require significant judgment.

Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, and accounts payable

and accrued liabilities.

It is management’s opinion that the Company is not exposed to significant interest, currency or

credit risks arising from its financial instruments.

The fair values of these instruments approximate their carrying value unless

otherwise noted.

k) Concentration

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financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments

or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Santa Clara, California.

As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions.

or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Columbus, Ohio.

of its cash management process, the Company regularly monitors the relative credit standing of these institutions.

Retirement Obligation

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Until such time that a project life is established, the

Company records the corresponding cost as an exploration stage expense and has accrued $ 48 as an accrued liability related to

estimated obligations as of June 30, 2024 (2023 - $ 48 ).

Company records the corresponding cost as an exploration stage expense and has accrued $ 48 and $ 48 for estimated obligations as

of June 30, 2025 and June 30, 2024, respectively.

reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature

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in the period an estimate is revised.

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25, “Income Taxes – Recognition.”

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recognition, an estimated liability and related interest and penalties would be recognized as income tax expense.

March 17, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) on the basis of one (1) post-Reverse

Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding, with any fractional

shares resulting from the Reverse Stock Split rounded down to the nearest whole share.

Immediately after the Reverse Stock Split,

there were 30,000,442 Common Shares issued and outstanding.

All references to share and per share amounts (excluding authorized

shares) in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the Reverse

o) Redeemable

n) Redeemable

Noncontrolling Interest

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fair value is not considered an economic distribution different from other common stockholders.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

and Diluted Per Share Disclosure

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Loss per Common Share outstanding – basic and diluted

following shares underlying options, warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods

presented and, therefore, were excluded from the dilutive securities computation for the years ended June 30, 2024 and 2023, as

indicated below.

following shares underlying options to purchase Common Shares (“Options”), Warrants, and outstanding convertible debt

were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation

for the periods indicated below:

Schedule of excluded from the dilutive securities

3 unchanged sentences

Total potentially dilutive securities

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as

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Based Compensation

Company grants stock options to directors, officers, employees, and business advisors.

Option terms and vesting conditions are

at the discretion of the Board.

Prior to March 31, 2023, the option exercise price was equal to the closing market price on The

Toronto Stock Exchange (the “TSX”) on the day preceding the date of grant.

Effective March 21, 2023, the option exercise

price is equal to the closing market price on the Nasdaq Stock Market LLC (“Nasdaq”) on the day preceding the date

of the grant.

Company estimates the fair value of stock options using the Black-Scholes option pricing model.

The Company recognizes forfeitures

as they occur.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Company grants Options to directors, officers, employees, and business advisors.

Option terms and vesting conditions are at the

discretion of the Board.

The Option exercise price is equal to the closing market price on the Nasdaq Stock Market LLC (“Nasdaq”)

on the day preceding the date of the grant.

Company estimates the fair value of Options using the Black-Scholes option pricing model.

The Company recognizes forfeitures as

Accounting Standards

Adopted Accounting Standards

fiscal year 2025, we adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures .

Management has evaluated the Company’s operations and concluded it has one reportable

operating segment which will now require expanded disclosure.

Adoption was made retroactively with segment disclosure included

for the fiscal years ended June 30, 2025 and 2024.

This standard has not changed the processing, recording, or presentation of

financial data, other than providing additional disclosure regarding management oversight for the Company’s single operating

and Not Effective

November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures , which is intended to improve reportable segment disclosure requirements, primarily through

enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses

that are regularly provided to the chief operating decision maker and included within segment profit and loss.

The amendments

are effective for the Company’s annual periods beginning July 1, 2024, and interim periods beginning July 1, 2025, with

early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements.

Company has evaluated the ASU and has determined that implementation will have limited impact on the Company’s disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which includes

amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation

categories and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual periods beginning

June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently

evaluating the ASU to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,

which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of

rate reconciliation categories and income taxes paid by jurisdiction.

The amendments are effective for the Company’s annual

periods beginning July 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

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

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CONCERN ISSUES

Company incurred a net loss of $ 11,435 for the year ended June 30, 2024 (2023 - $ 40,080 ) and had a working capital deficit of

$ 9,036 and an accumulated deficit of $ 161,912 as of June 30, 2024.

As a development stage issuer, the Company has not yet commenced

its mining operations and accordingly does not generate any revenue.

As of June 30, 2024, the Company had cash of $ 2,012 , which

will not be sufficient to fund normal operations or the repayment of the April 2024 Notes for the next twelve months.

These conditions

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

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Company incurred a net loss of $ 17,405 for the year ended June 30, 2025 (2024 - $ 11,435 ) and had an accumulated deficit of $ 179,317

as of June 30, 2025.

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

not generate any revenue.

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.

These conditions and events raise substantial doubt about

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

response to these conditions and events, the Company plans to obtain additional financing.

Subject to the conditions discussed

in Note 11d, NioCorp expects to have access to up to $ 59,269 in net proceeds from the Standby Equity Purchase Agreement, dated

January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an

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

In addition, the Company

may pursue additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance

it will be able to do so in the future.

Other than the potential issuance of Common Shares under the Yorkville Equity Facility

Financing Agreement, the Company did not have any further funding commitments or arrangements for additional financing as of June

The Company’s plans to obtain additional financing have not been finalized, are subject to market conditions,

and are not within the Company’s control and therefore cannot be deemed probable.

Further, the Company will be required

to raise additional funds for the construction and commencement of operations.

As a result, the Company has concluded that management’s

plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

GXII TRANSACTION

to the Business Combination Agreement, the following transactions (collectively, the “GXII Transaction”) occurred

on the Closing Date:

result of a series of transactions, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name to

“Elk Creek Resources Corp” (“ECRC”).

parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split Common Shares in exchange for all of

the Class A shares of GXII issued and outstanding immediately prior to the Closing, including 83,770 Common Shares issued

to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.

of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender

of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor

Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp and the other persons party

thereto) were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity

of the mergers that occurred on the Closing Date as part of the GXII Transaction.

Pursuant to the Business Combination Agreement,

the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise

modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares

of Class B common stock of ECRC are exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments,

under certain conditions.

See Note 10 for additional information regarding the Class B common stock of ECRC.

assumed GXII’s obligations under the agreement (the “GXII Warrant Agreement”) governing the GXII share purchase

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

to purchase up to an aggregate of 17,519,864 Common Shares.

See Note 11c for additional information regarding the NioCorp

Assumed Warrants.

the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became

available to the Company.

The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements

of Operations and Comprehensive Loss for the year ended June 30, 2023:

Gross cash proceeds, net of transaction costs incurred by GXII

Cash costs associated with the 2023 Transactions:

Net liabilities assumed

Yorkville Equity Facility Financing Agreement – cash costs

Transaction costs expensed

Non-cash costs associated with the 2023 Transactions:

Private Warrants assumed at fair value

Earnout Shares assumed at fair value

Yorkville Equity Facility Financing Agreement – shares issued

Total transaction related losses incurred

As discussed in Note 17, on July 18,

2025, the Company closed a public offering which resulted in net proceeds of approximately $ 41,762 after deducting placement agent

fees and discounts.

Subject to the conditions discussed in Note 10a, NioCorp expects to have access to up to $ 46,917 in net proceeds

from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”),

between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”),

through April 1, 2026.

In addition, the Company may pursue additional sources of financing, and while it has been successful in

doing so in the past, there can be no assurance it will be able to do so in the future.

Other than the potential issuance of Common

Shares under the Yorkville Equity Facility Financing Agreement, the Company did not have any further funding commitments or arrangements

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows :

Common Shares

Legacy NioCorp Shareholders

Former GXII Class A Shareholders (1)

Total Common Shares Outstanding Upon Completion of 2023 Transactions

83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory

Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement.

connection with the GXII Transaction, the Company also closed the Yorkville Convertible Debt Financing and the Yorkville Equity

Facility Financing, as discussed in Notes 9 and 11d.

dollars, except share and

per share data or as otherwise stated)

for additional financing as of June 30, 2025.

The Company’s plans to obtain additional financing have not been finalized,

are subject to market conditions, and are not within the Company’s control and therefore cannot be deemed probable.

the Company will be required to raise additional funds for the construction and commencement of operations.

As a result, the Company

has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as

a going concern.

AND BUILDINGS, NET

4 unchanged sentences

Buildings and other

Land and buildings, net

properties consist of original acquisition costs and purchased mineral rights related to the Elk Creek Project.

addition to the land and mineral rights currently owned by the Company, the property interests of Elk Creek include eight prepaid

mineral exploration option-to-purchase agreements and include a pre-determined buyout for permanent ownership of the mineral and/or

surface rights.

Terms of the agreements require no further significant payments, and the Company may negotiate lease extensions

or elect to purchase the mineral and/or surface rights any time.

Agreements that allow for the purchase of mineral rights contain

provisions whereby the landowners would retain a 2% net smelter return.

addition to the land and mineral rights currently owned by the Company, the property interests of Elk Creek include seven prepaid

mineral exploration option-to-purchase agreements which include a pre-determined buyout for permanent ownership of the mineral

and/or surface rights.

Terms of the agreements require no further significant payments, and the Company may terminate the leases,

negotiate lease extensions, or elect to purchase the mineral and/or surface rights any time.

Agreements that allow for the purchase

of mineral rights contain provisions whereby the landowners would retain a 2% net smelter return.

the year ended June 30, 2025, the Company completed negotiations with landowners in Nebraska and entered into contract amendments

which extended the option periods by approximately five years for option to purchase agreements (“OTP”) covering six

parcels of land for project construction and operation which the Company does not already own.

The Company recorded an exploration

expense for $ 310 paid for OTP extension payments made and will make periodic payments totaling $ 93 over the extension period.

PAYABLE AND ACCRUED LIABILITIES

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Trade payable accruals

Income taxes payable

Environmental accruals

1 unchanged sentence

Total accounts payable and accrued liabilities

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

of convertible debt

Schedule of convertible debt

As of June 30,

Current Portion

Yorkville convertible debentures

April 2024 notes

Total Current Portion

Noncurrent Portion – Yorkville convertible debenture

III Convertible Security

February 16, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind”), an entity managed by The

Lind Partners, the convertible security (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”).

The Lind III Convertible Security had

a face value of $ 11,700 (representing $10,000 in funding plus an implied 8.5 % interest rate per annum for the term of the Lind

III Convertible Security).

After deducting a $ 350 commitment fee as set forth in the Lind III Agreement, NioCorp received net

proceeds of $ 9,650 from the funding of the Lind III Convertible Security.

The Company used a portion of the proceeds from the

funding of the Lind III Convertible Security to purchase a key land parcel associated with the Company’s Elk Creek Project,

with the remainder spent for general corporate purposes.

Lind III Convertible Security had a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the

Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable

premium) in accordance with the terms of the Lind III Agreement, whichever is earlier.

to the Lind III Agreement, Lind was entitled to convert the Lind III Convertible Security into Common Shares in monthly installments

over its term at a price per Common Share equal to 85% of the volume-weighted average price Common Shares on the TSX for the five

trading days immediately preceding to the date on which Lind provides notice to the Company of its election to convert.

III Agreement provided that Common Shares issuable upon conversion, together with the number of Common Shares issued upon exercise

of Warrants, shall not exceed 4,358,800 Common Shares.

February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 855,800

Common Share purchase warrants, exercisable at a price per Common Share of C$ 9.70 , expiring February 19, 2025 (the “Lind

III Warrants”), to Lind pursuant to the Lind III Agreement.

Company identified embedded derivatives in the Lind III Convertible Security that were evaluated to be immaterial at both the

closing date and at June 30, 2024 and 2023, respectively.

Company allocated the net proceeds of $ 9,477 from the Lind III Convertible Security as follows:

was allocated to Common Stock, representing the fair value of the Lind III Warrants based on the Black Scholes pricing model

using a risk-free interest rate of 0.40 %, an expected dividend yield of 0 %, a volatility of 51.60 %, and an expected life of

$ 7,938 was allocated

to the convertible debt liability.

Transaction costs of $ 173 , in addition to a commitment fee of $ 350 , were recognized as a direct

deduction from the debt liability, resulting in a net opening balance of $7,765.

This balance was accreted up to the face value

of the Lind III Convertible Security at maturity using the effective interest method and recorded as non-cash interest expense

in the consolidated

statement of operations and comprehensive loss.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

in the Lind III Convertible Security are as follows :

the year ending

June 30, 2023

value increase due to debt extinguishment

Balance, June

September 25, 2022, the Company and Lind entered into the Waiver and Consent Agreement, dated September 25, 2022, between the

Company and Lind (the “Lind Consent”), which included the following principal terms:

(i) the consent of Lind to the

GXII Transaction disclosed in Note 5 and Yorkville Financings disclosed below and in Note 11d, including all actions taken by

NioCorp as set out in the Business Combination Agreement to permit the completion of the 2023 Transactions;

(ii) the consent of

Lind to NioCorp’s expected cross-listing to the Nasdaq and the consolidation of the Common Shares in order to meet the minimum

listing requirements thereof;

(iii) the waiver of Lind of its participation right for up to 15% of the total offering in the Yorkville

Equity Facility Financing;

and (iv) the waiver of Lind of certain restrictive covenants in the Lind III Agreement.

As consideration for entering into the

Lind Consent, Lind received, amongst other things:

(i) the right to receive a payment of $500, which would have been reduced to

$200 if the 2023 Transactions had not been consummated on or before April 30, 2023 (collectively, the “Consent Payment”);

(ii) an extension of its existing participation rights under the Lind III Agreement in future financings of NioCorp for a further

two-year period, subject to certain exceptions as well as an extension of such participation rights beyond the additional two-year

period if Yorkville or any affiliate is a party to any such applicable transaction;

and (iii) the right to receive additional Warrants

(the “Contingent Consent Warrants”) if on the date that is 18 months following the Closing Date, the closing trading

price of the Common Shares on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00

(on a post-Reverse Stock Split basis), subject to adjustments.

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

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

dollar exchange rate as reported by Bloomberg,

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

Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants

currently held by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.

The Lind Consent was

signed as an amendment to the existing Lind III Agreement.

determined that the Lind Consent should be evaluated using ASC 470, which requires an evaluation of the contract amendment under

debt modification guidance.

The Company performed a comparison of the discounted cash flows of the Lind III Convertible Security

pursuant to the existing Lind III Agreement and pursuant to the Lind III Agreement as amended by the Lind Consent and determined

that a debt extinguishment loss of $201 had occurred.

Further, ASC 470 requires that the minimum estimated Consent Payment of

$200 also be included in the calculation of the initial loss on debt extinguishment.

The Company also evaluated the Contingent

Consent Warrant feature included in the Lind Consent and determined that the Contingent Consent Warrants meet the criteria to

be considered separate, freestanding instruments, should be accounted for as a liability under ASC 480, and should be booked at

fair value on the date of the Lind Consent, with subsequent changes in valuation recorded as a non-operating gain or loss in the

consolidated statement of operations and comprehensive loss.

The following table summarizes the components of the initial loss

and final loss on extinguishment:

The following table summarizes the components of the initial loss and final loss on extinguishment:

Consent Payment at inception

Loss on debt extinguishment

fair value of Contingent Consent Warrants

loss on debt extinguishment

Consent Payment booked (1)

loss on debt extinguishment

the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

change in the fair value of the Contingent Consent Warrants is presented below:

valuation, September 25, 2022

at June 30, 2023

at June 30, 2024

Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation

pricing model, which calculates multiple potential outcomes for future share prices based on historic volatility of the Common

Shares to determine the probability of issuance at 18 months following the applicable valuation date and to determine the value

of the Contingent Consent Warrants.

The following table discloses the primary inputs into the Monte Carlo model at each valuation

date, and the probability of issuance calculated by the model.

Schedule of valuation date and the probability calculated

Valuation Input

September 25,

price on valuation date

on debt extinguishment is presented as a non-operating expense in the Company’s consolidated statements of operations and

comprehensive loss.

This accounting also resulted in a decrease in the amount of accretion to be recognized over the remaining

life of the Lind III Convertible Security through February 2023.

Accretion expenses are disclosed as a part of interest expense,

which is not included as a component of operating costs.

Total convertible debt

Convertible Debentures

connection with the GXII Transaction, on January 26, 2023, NioCorp entered into definitive agreements with respect to the Yorkville

Financings, including a Securities Purchase Agreement, dated January 26, 2023 (as amended the “Yorkville Convertible Debt

Financing Agreement”), between the Company and Yorkville, and a Standby Equity Purchase Agreement, dated January 26, 2023

(the “Yorkville Equity Facility Financing Agreement”), between the Company and Yorkville.

to the Yorkville Convertible Debt Financing Agreement, at the Closing, Yorkville advanced a total amount of $15,360 to NioCorp

in consideration of the issuance by NioCorp to Yorkville of (i) $ 16,000 aggregate principal amount of unsecured convertible debentures

(the “Convertible Debentures”) and (ii) Common Share purchase warrants, exercisable for up to 1,789,267 Common Shares

for cash or, if at any time there is no effective registration statement registering, or no current prospectus available for,

the resale of the underlying Common Shares, on a cashless basis, at the option of the holder, at a price per Common Share of approximately

$ 8.9422 , subject to adjustment to give effect to any stock dividend, stock split, reverse stock split or similar transaction (the

“Financing Warrants”).

Convertible Debenture issued under the Yorkville Convertible Debt Financing Agreement is an unsecured obligation of NioCorp, has

an 18-month term from the Closing Date, which may be extended for one six-month period in certain circumstances at the option

of NioCorp, and incurs a simple interest rate obligation of 5.0 % per annum (which will increase to 15.0 % per annum upon the occurrence

of an event of default).

The outstanding principal amount of, accrued and unpaid interest, if any, on, and premium, if any, on

the Convertible Debentures must be paid by NioCorp in cash when the same becomes due and payable under the terms of the Convertible

Debentures at their stated maturity, upon their redemption or otherwise.

to certain limitations contained within the Yorkville Convertible Debt Financing Agreement and the Convertible Debentures, including

those as described below, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued

and unpaid interest, if any, on each Convertible Debenture, in whole or

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

in part, from time to time over their term, into a number

of Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided

by the Conversion Price.

The “Conversion Price” means, as of any Conversion Date (as defined below) or other date

of determination, the greater of (i) 90% of the average of the daily U.S.

dollar volume-weighted average price of the Common Shares

on the principal U.S.

market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading

days immediately preceding the date on which the holder exercises its conversion right in accordance with the requirements of

the Yorkville Convertible Debt Financing Agreement (the “Conversion Date”) or other date of determination, but not

lower than the Floor Price (as defined below), and (ii) the five-day volume-weighted average price of the Common Shares on the

TSX (or on the principal U.S.

market if the majority of the trading volume and value of the Common Shares occurred on Nasdaq during

the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination

less the maximum applicable discount allowed by TSX.

The “Floor Price” means a price of $2.1435 per share, which is

equal to the lesser of (a) 30% of the average of the daily volume-weighted average price of the Common Shares on the principal

market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately

preceding the Debenture Closing and (b) 30% of the average of the volume-weighted average price of the Common Shares on the principal

market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately

following the Debenture Closing, subject to certain adjustments to give effect to any stock dividend, stock split, reverse stock

split, recapitalization or similar event.

terms of the Convertible Debentures restrict the number of Convertible Debentures that may be converted during each calendar month

by Yorkville at a Conversion Price below a fixed price equal to approximately $8.9422 (i.e., the quotient of $10.00 divided by

1.11829212 (being the number of Common Shares that were exchanged for each share of GXII at the Closing, after giving effect to

the Reverse Stock Split)), subject to adjustment to give effect to any stock dividend, stock split, reverse stock split, recapitalization

or similar event.

The Convertible Debentures are subject to customary anti-dilution adjustments.

terms of the Convertible Debentures restrict the conversion of Convertible Debentures by Yorkville if such a conversion would

cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such a conversion would cause the aggregate number

of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of

Common Shares under the rules of Nasdaq, unless prior shareholder approval is obtained.

to the terms of the Convertible Debentures, following certain trigger events, and until a subsequent cure event, NioCorp will

be required to redeem $1,125 aggregate principal amount of Convertible Debentures (the “Triggered Principal Amount”)

each month by making cash payments to the Investors, on a pro rata basis, in an amount equal to the Triggered Principal Amount,

plus accrued and unpaid interest thereon, if any, plus a redemption premium of 7% of the Triggered Principal Amount.

prepayments under the terms of the Convertible Debentures are triggered (i) at the time when NioCorp has issued 95% of the total

amount of Common Shares pursuant to the Yorkville Convertible Debt Financing that it may issue under applicable Nasdaq rules or

(ii) when NioCorp has delayed or suspended the effectiveness or use of the Convertible Debt Financing Registration Statement for

more than 20 consecutive calendar days, and such monthly prepayment obligations will continue until, with respect to (i) above,

shareholder approval is obtained or, with respect to (ii) above, the Investors may once again resell Common Shares under the Convertible

Debt Financing Registration Statement, respectively.

Convertible Debentures may also be redeemed at NioCorp’s option at any time and from time to time over their term at a redemption

price equal to 110 % of the principal amount being redeemed, plus accrued and unpaid interest, if any.

conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267

Financing Warrants at an exercise price of approximately $ 8.9422

per Common Share (the “Financing Warrant Exercise Price”), subject to adjustment to

give effect to any stock dividend, stock split, reverse stock split recapitalization or similar event.

The Financing Warrants

are exercisable, in whole or in part, but not in increments of less than $ 50 aggregate Financing Warrant Exercise Price (unless

the remaining aggregate Financing Warrant Exercise Price is less than $50), beginning on May 4, 2023, and may be exercised at

any time prior to their expiration.

Holders of the Financing Warrants may exercise their Financing Warrants, at their election,

by paying the Financing Warrant Exercise Price in

in consideration of the issuance by NioCorp to Yorkville of (i) $ 16,000 aggregate principal

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

cash or, if at any time there is no effective registration statement registering,

or no current prospectus available for, the resale of the underlying Common Shares, on a cashless exercise basis.

1/12th of the

Financing Warrants will expire on each of the first 12 monthly anniversaries of the date that is six months following the Closing

Financing Warrants have customary anti-dilution adjustments.

The terms of the Financing Warrants restrict the exercise of Financing

Warrants by Yorkville if such an exercise would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or

such an exercise would cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing

Agreement to exceed the thresholds for issuance of Common Shares under the rules of the Nasdaq, unless prior shareholder approval

Financing Warrants were originally recorded as a $ 2,704 contingent liability on January 26, 2023, and were subsequently marked

to market of $ 3,337 through March 16, 2023.

The change in fair value during this period resulted in a loss of $ 633 , which was

booked to change in fair value of warrant liability in the consolidated statement of operations and comprehensive loss.

The Financing

Warrants were reclassified to shareholders equity on March 17, 2023, in connection with the closing of the Convertible Debentures

as noted below.

Company allocated the net proceeds of $15,360 from the Convertible Debentures as follows:

was booked to Common Shares, representing the initial fair value of the Financing Warrant tranches on January 26, 2023 based

on the Black Scholes pricing model using a risk-free interest rate of 4.33 %, an expected dividend

yield of 0 %, a volatility of 64.6 %, and an expected life of 6 months to 18 months .

was booked to the convertible debt liability.

In addition, transaction costs of $ 503 were recognized as a direct deduction

from the debt liability, resulting in a net opening balance of $12,153 at an effective interest rate of 29.9%.

will be accreted to face value of the Convertible Debentures at maturity plus the conversion premium, using the effective

interest method and recorded as interest expense in the consolidated statement of operations and comprehensive loss.

dollars, except share and

per share data or as otherwise stated)

amount of unsecured convertible debentures (the “Convertible Debentures”) and (ii) Warrants exercisable for up to

1,789,267 Common Shares for cash or, if at any time there is no effective registration statement registering, or no current

prospectus available for, the resale of the underlying Common Shares, on a cashless basis, at the option of the holder, at a price

per Common Share of approximately $ 8.9422 , subject to adjustment to give effect to any stock dividend, stock split, reverse stock

split or similar transaction.

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

remaining outstanding principal and accrued interest of $ 554 under the Convertible Debentures into Common Shares in exchange for

a $ 95 make-whole payment.

The Company recorded a gain on extinguishment of $ 19 as part of other gains in the condensed consolidated

statements of operations and comprehensive loss.

in the Convertible Debentures are as follows:

Opening balance,

March 17, 2023

Accretion expense

Principal and accrued

interest converted

Schedule of changes

in the convertible debentures

Balance, June 30, 2023

Accretion expense

Principal and accrued

interest converted

Principal and accrued interest converted

Balance, June 30, 2024

debt issuance costs

Remaining principal

Accretion expense

Principal and interest converted

Balance, June 30, 2025

conversion, the portion of remaining unamortized issuance costs associated with the conversion are recognized as a component of

interest expense.

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

For the year ending June 30,

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

Schedule of components of interest expense with convertible debenture

For the year ended June 30,

Component of Interest Expense

Contractual interest

Amortization of discount and issuance costs

Convertible Debentures 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 Convertible Debentures will become due and payable immediately without further action or notice.

any other type of event of default occurs and is continuing, then any holder may declare all of its Convertible Debentures to

be due and payable immediately.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

obtained a waiver from Yorkville with respect to any acceleration rights it may have

under the Convertible Debentures in connection with the restatements of the Company’s consolidated financial statements for the

periods ended September 30, 2022 and December 31, 2022 and the delay in filing the Company’s Quarterly Report on Form 10-Q for

the quarterly period ended March 31, 2023.

The Yorkville Convertible Debt Financing Agreement also contains certain covenants

that, among other things, limit NioCorp’s ability to use the proceeds from the Yorkville Convertible Debt Financing to repay

related party debt or to enter into any variable rate transaction other than with Yorkville, subject to certain exceptions.

on the Company’s closing Common Share price of $ 1.73 as of June 30, 2024, conversion of the remaining Convertible Debenture

principal balance of $552, including accrued interest, would require the issuance of approximately 257,000 Common Shares.

For each $0.10 change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change

by approximately 11,500 shares.

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

remaining principal and outstanding accrued interest of $554 remaining under the Convertible Debenture into Common Shares in exchange

for a $95 make-whole payment.

Contractual interest

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

4 unchanged sentences

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 Warrants Shares”), which were 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

5 unchanged sentences

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

2024 (excluding August 2024) (the “Payment Date”), the Company was 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) $1,400 of principal (or the

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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.

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”).

The terms of the April 2024 Notes restrict the conversion

of the April 2024 Notes by a holder if such a conversion would cause such holder to exceed certain ownership thresholds in the

noted above, 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 the Equity Conditions are satisfied (a “deferred

The Equity Conditions means (i) on each of the five consecutive trading days prior a Payment Date (the

“Measuring Period”) the Underlying Shares Registration Statement (as defined below) is effective

The Company was required to make payments on each Payment Date until the entire outstanding principal was repaid but did not have

an obligation to make a payment on a Payment Date if certain equity conditions were satisfied.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

and available

for the resale by the Purchasers of all Underlying Shares, (ii) the Company has no knowledge of any fact that would cause the

Underlying Shares Registration Statement not to be effective and available for the resale of the Underlying Shares, (iii) on

each day during the Measuring Period, the Common Shares are designated for quotation on Nasdaq, or on such other market or

exchange on which the Common Shares are then listed or traded to the extent such other market or exchange is the principal

trading market for the Common Shares (the “Principal U.S.

Market”), and have not been suspended from trading

nor have delisting or suspension of trading been threatened or pending, (iv) during the Measuring Period, an event of default

has not occurred, (v) on each trading day during the Measuring Period, the daily U.S.

dollar volume-weighted average price

(“VWAP”) for a Common Share on the Principal U.S.

Market as reported by Bloomberg Financial Markets is greater

than 120% of the Conversion Price, (vi) on each trading day during the Measuring Period the average daily volume traded

exceeded $500, and (vii) there is no limitation on conversion under the terms of Notes.

Deferred payments, if any, that are

not subsequently converted into Common Shares by the holders of the April 2024 Notes will require repayment by

the Company upon maturity.

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

The April 2024 Notes will

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

The outstanding principal amount, accrued and unpaid interest, if any, 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 Notes may also be redeemed at the Company’s option at any time and from time to time over their term at a redemption

dollars, except share and

per share data or as otherwise stated)

to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes were 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”).

The terms of the April 2024 Notes restricted the conversion of

the April 2024 Notes by a holder if such a conversion would have caused such holder to exceed certain ownership thresholds in

April 2024 Notes were the unsecured obligations of the Company and were originally scheduled to mature on December 31, 2024.

April 2024 Notes incurred a simple interest rate obligation of 0.0% per annum (which would have increased to 18.0% per annum upon

the occurrence of an event of default).

April 2024 Notes were also redeemable at the Company’s option at any time and from time to time over their term at a redemption

price equal to the principal amount being redeemed, plus the Payment Premium, plus accrued and unpaid interest, if any, as of

the redemption date.

April 2024 Notes contain events of default customary for instruments of their type (with customer 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 the company, all outstanding April 2024 Notes will become due and payable immediately without further action or notice.

any 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.

April 2024 Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each

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

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

to the Company, all outstanding April 2024 Notes would become due and payable immediately without further action or notice.

any other type of event of default occurred and continued, then any holder could have declared all of its April 2024 Notes to

be due and payable immediately.

April 2024 Purchase Agreement contained customary representations, warranties, conditions and indemnification obligations by each

The representations, warranties and covenants contained in the April 2024 Purchase Agreement were made only for purposes

1 unchanged sentence

are subject to certain important limitations.

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, and to distribute proceeds from the April 2024 Purchase Agreement 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 Notes, the April 2024 Warrants and the April 2024 Purchase Agreement,

to the extent such liabilities, agreements and obligations are payable in cash.

April 2024 Purchase Agreement also contained certain covenants that, among other things, limited 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, and to distribute proceeds from the April 2024 Purchase Agreement 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 April 2024 Purchasers (the “Guaranty

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 Notes, the April 2024 Warrants, and the April 2024 Purchase

Agreement, to the extent such liabilities, agreements, and obligations are payable in cash.

upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that April 2024 Warrants met the

1 unchanged sentence

Common Shares would require shareholder approval.

As such, the April 2024 Warrants were recognized as warrant liabilities on the

consolidated balance sheet and were measured at their inception date fair value and subsequently remeasured at each reporting

As such, the April 2024 Warrants are recognized as Warrant liabilities on the

consolidated balance sheet and were measured at their inception date fair value and are subsequently remeasured at each reporting

period with changes being recorded as a non-operating gain or loss in the consolidated statement of operations and comprehensive

1 unchanged sentence

The fair value of the April

Notes was estimated using a Monte Carlo simulation pricing model and the April 2024 Notes were

2024 Notes was estimated using a Monte Carlo simulation pricing model and the April 2024 Notes were classified as Level 3

The Company incurred transaction costs totaling $ 474 in connection with the issuance of the April 2024 Notes and

due to the fair value election noted above, these costs were expensed at closing.

Components and initial valuations

associated with the April 2024 Notes were comprised of the following amounts:

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

classified as Level 3 instruments.

The Company incurred transaction costs totaling $ 474 in connection with the issuance of the April 2024 Notes and due to the fair

value election noted above, these costs were expensed at closing.

and initial valuations associated with the April 2024 Notes were comprised of the following amounts:

dollars, except share and

per share data or as otherwise stated)

was recorded to Warrant liabilities, representing the initial fair value of the April 2024 Warrants based on the assumptions

6 unchanged sentences

following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes:

Schedule of primary inputs for the Monte Carlo model

Key Valuation Input

6 unchanged sentences

Implied discount rate

following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024:

September 4, 2024 and October 3, 2024, the Company entered into (i) consents and waivers (the “2024 Yorkville Consents”)

to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) consents and waivers

(together with the 2024 Yorkville Consents, the “2024 Note Consents”) to the April 2024 Notes issued and sold to Lind

II pursuant to the April 2024 Purchase Agreement.

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

payments and extended the maturity of the April 2024 Notes until January 31, 2025.

On January 3, 2025, the Company entered into

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

to the April 2024 Purchase Agreement.

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

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

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

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

All remaining amounts due to Lind II ($176) and Yorkville

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

following table sets forth a summary of the changes in the fair value of the April 2024 Notes:

Schedule of changes in the fair value of April 2024 Note

Fair value, April 12, 2024

2 unchanged sentences

Balance, June 30, 2024

Remaining principal balance, June 30, 2024

Principal payments

Change in fair value

Balance, June 30, 2025

following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants:

Schedule of Black-Scholes model used in April 2024 Warrants

Key Valuation Input

2 unchanged sentences

Risk-free rate

following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June

value as of April 12, 2024

in fair value

value as of June 30, 2024

B COMMON STOCK OF ECRC

to the Business Combination Agreement, the Sponsor Support Agreement, and the Exchange Agreement, after the Closing, the GXII

founders have the right to exchange shares of Class B common stock of ECRC for Common Shares on a one-for-one basis, subject to

certain equitable adjustments, under certain conditions.

All 7,957,404 shares of Class B common stock

of ECRC that were issued in connection with the Closing were issued and outstanding as of

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

June 30, 2023.

dollars, except share and

per share data or as otherwise stated)

following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability:

Schedule of changes in fair value of April 2024 Warrant liability

Fair value as of April 12, 2024

Change in fair value

Fair value as of June 30, 2024

Change in fair value

Fair value as of June 30, 2025

B COMMON STOCK OF ECRC

of the Class B common stock of ECRC have the right to exchange such shares for Common Shares on a one-for-one basis, subject to

certain equitable adjustments, under certain conditions.

All 7,957,404 shares of Class B common stock

of ECRC that were issued in connection with the Closing were issued and outstanding as of June 30, 2023.

Of the issued

4 unchanged sentences

Under certain circumstances, and subject to certain exceptions, NioCorp may

instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of Common Shares,

instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement, dated as of March 17, 2023, by and among NioCorp, ECRC, and GX Sponsor II LLC (the “Sponsor”) in cash, in lieu of Common Shares,

based on a volume-weighted average price of Common Shares.

February 28, 2024 and May 16, 2024, 243,692 Vested Shares and 40,000 Vested Shares, respectively, were exchanged for an equivalent

number of Common Shares.

This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted

for as an equity transaction in accordance with ASC 810-10-45-23, with no gain or loss recognized.

Accordingly, the carrying amount

of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding

offset booked to equity.

of the shares of Class B common stock of ECRC are subject to the Amended and Restated Registration Rights Agreement, dated as

of March 17, 2023 (the “Registration Rights and Lock-up Agreement”), among NioCorp, GXII, the Sponsor, the pre-Closing

directors and officers of NioCorp and the other parties thereto, including the members of the Sponsor.

Pursuant to Registration

Rights and Lock-up Agreement, all shares of Class B common Stock of ECRC (including the Vested Shares and the Released Earnout

Shares) are subject to certain “lock-up” restrictions on transfer beginning upon the Closing and ending upon the earlier

of (i) one year after the Closing and (ii) the date on which the trading price of Common Shares exceeds certain thresholds or

the date on which NioCorp completes a transaction that results in all of NioCorp’s shareholders having the right to exchange

their Common Shares for cash, securities or other property.

Both Vested Shares and Released Earnout Shares may be exchanged by

the holders into Common Shares at any time.

Under the Exchange Agreement, all Vested Shares and Earnout Shares must be exchanged

for Common Shares by the Ten-Year Anniversary except for Released Earnout Shares that have been vested for a period of fewer than

twenty-four months as of the Ten-Year Anniversary.

Such Released Earnout Shares will be forfeited if not exchanged for Common

Shares by the date that is twenty-four months after the vesting date.

number of Common Shares, and on December 12, 2024 and December 20, 2024, 25,000 Vested Shares and 323,085 Vested Shares, respectively,

were exchanged for an equivalent number of Common Shares.

These exchanges resulted in a change in the Company’s ownership

interest in ECRC and were accounted for as an equity transaction in accordance with ASC 810-10-45-23, with no gain or loss recognized.

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

interest with a corresponding offset to equity.

Vested Shares and Released Earnout Shares (as defined below) may be exchanged by the holders into Common Shares at any time.

Vested Shares and Earnout Shares must be exchanged for Common Shares by the Ten-Year Anniversary except for Released Earnout Shares

that have been vested for a period of fewer than twenty-four months as of the Ten-Year Anniversary.

Such Released Earnout Shares

will be forfeited if not exchanged for Common Shares by the date that is twenty-four months after the vesting date.

the exchange of Vested Shares are contingently redeemable at the option of the noncontrolling interest shareholders, the Company

1 unchanged sentence

sheet, which is presented above the equity section and below liabilities.

Adjustments to the carrying value of the redeemable noncontrolling interest associated with redemptions are recorded by reclassifying the proportionate amount of mezzanine equity to permanent equity.

Adjustments to the carrying value of the redeemable

noncontrolling interest associated with redemptions are recorded by reclassifying the proportionate amount of mezzanine equity

to permanent equity.

Earnout Shares vest (the “Released Earnout Shares”) in two equal tranches based upon achieving market share price

6 unchanged sentences

interest in the mezzanine section of the Consolidated Balance Sheet.

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

Earnout Shares were classified as a liability due to failure to meet the equity classification criteria under ASC 815-40, as Level

4 unchanged sentences

primary inputs into the Monte Carlo models:

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

The following table discloses the primary inputs into the Monte Carlo models.

Schedule of key valuation input

Key Valuation Input

4 unchanged sentences

March 17, 2033

Implied volatility of Public Warrants

Implied volatility of the 2023 Public Warrants

Risk-free rate

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June

value as of March 17, 2023

in fair value

value as of June 30, 2023

in fair value

value as of June 30, 2024

Schedule of fair value of the Earnout Shares liability

Fair value as of June 30, 2023

Change in fair value

Fair value as of June 30, 2024

Change in fair value

Fair value as of June 30, 2025

Year 2025 Issuances

September 1, 2023, the Company closed a non-brokered private placement (the “September 2023 Private Placement”) of

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

pursuant to the underwriting agreement, dated November 3, 2024 (the “Underwriting Agreement”), with Maxim Group

LLC (“Maxim”), as underwriter, which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series

A Public Warrants”) to purchase up to an additional 1,672,090 Common Shares and 836,045 Warrants (the “Series B

Public Warrants” and, together with the Series A Public Warrants, the “November 2024 Public Warrants”) to

purchase up to an additional 836,045 Common Shares.

Each Common Share was sold together with one Series A Public Warrant and

one-half of one Series B Public Warrant at a combined public offering price of $1.57.

The gross proceeds from the November

2024 Registered Offering were $2,501 before deducting underwriting discounts and offering expenses.

The November 2024 Public

Warrants were classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair

values of the Common Shares and the November 2024 Public Warrants on the date of issuance, with $943 allocated to the fair

value of the November 2024 Public Warrants and the balance of the proceeds of $1,558 allocated to Common Shares.

incurred total transaction costs related to the November 2024 Registered Offering $1,226, which were treated as share

issuance costs at closing.

The Series A Public Warrants have an exercise price of $1.75 per underlying Common Share, are

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

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

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

November 5, 2029.

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

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

an aggregate of 358,280 Common Shares.

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

of one Series B Public Warrant.

On November 4, 2024, Maxim partially exercised its over-allotment option to purchase

79,734 additional Series A Public Warrants and 39,867

additional Series B Public Warrants, which amounts are included in the amounts discussed above and were issued at closing of

the November 2024 Registered Offering.

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

following table discloses the primary inputs for the Black-Scholes model used in valuing the November 2024 Public

Schedule of Black-Scholes model used in public warrants

November 5, 2024

November 2024 Public Warrants:

Closing Common Share price

Historic equity volatility

Risk-free rate

November 13, 2024, the Company closed a non-brokered private placement (the “November 2024 Private Offering”),

pursuant to binding subscription agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602

units of the Company (the “November 2024 Units”).

Each November 2024 Unit consisted of one Common Share, one

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

Warrant, a “Series B Private Warrant” and, together with the Series A Private Warrants, the “November 2024

Private Warrants”), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common

Each November 2024 Unit was issued and sold at a price of $1.57.

The gross proceeds of the November 2024 Private

Offering were approximately $3,500 before deducting offering expenses.

Certain directors and officers of the Company (the

“Insider Investors”) purchased November 2024 Units at a price of $1.7675 per November 2024 Unit, which price

includes $0.1975 per November 2024 Private Warrant and allowed such directors and officers to participate in the November

2024 Private Offering in accordance with the rules of the Nasdaq.

The Series A Private Warrants have an exercise price of

$1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026.

The Series B Private

Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from

the date of issuance and will expire on November 13, 2029.

The Company recorded a non-cash expense of $34 and $110 to other

operating expenses and employee related costs, respectively, representing the excess of fair value of the November 2024 Units

over the purchase price paid by Insider Investors.

upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November 2024

Private Warrants met the definition of a derivative liability, as any Warrant exercise that could cause the holder to exceed

19.9% ownership of NioCorp Common Shares would require shareholder approval.

As such, the November 2024 Private Warrants were

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

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

the consolidated statement of operations and comprehensive loss.

The remaining proceeds of the November 2024 Private Offering

were allocated to Common Shares.

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

Offering of $ 161 ,

of which $ 60

was allocated to the November 2024 Private Warrants and was expensed at closing.

following tables disclose the primary inputs for the Black-Scholes model used in valuing the November 2024 Private

Schedule of Black-Scholes model used in Private warrants

November 13, 2024

November 2024 Private Warrants:

Series A Private

Series B Private Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

June 30, 2025

November 2024 Private Warrants:

Series A Private Warrants

Series B Private Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

following table sets forth a summary of the changes in the fair value of the November 2024 Private Warrants

Schedule of changes in the fair value of Private Warrants liabilities

November 2024 Private Warrants

Fair value at issuance (November 13, 2024)

Fair value of Warrants exercised

Change in fair value

Fair value as of June 30, 2025

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

to an underwriting agreement, dated January 29, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold

2,577,320 Common Shares, 2,577,320 Series A Warrants to purchase up to 2,577,320 Common Shares (the “January 2025 Series

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

2025 Series B Warrants” and, together with the January 2025 Series A Warrants, the “January 2025 Warrants”).

Each Common Share was sold together with one January 2025 Series A Warrant and one-half of one January 2025 Series B Warrant at

a combined public offering price of $1.94.

The gross proceeds from the January 2025 Offering were approximately $5,000 before

deducting underwriting discounts and offering expenses.

The January 2025 Warrants were classified as equity instruments, and accordingly,

the net proceeds were allocated based on the relative fair values of the Common Shares and the January 2025 Warrants on the date

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

to Common Shares.

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

as share issuance costs at closing.

The January 2025 Series A Warrants have an exercise price of $1.98 per underlying Common Share,

are exercisable immediately, and will expire on August 2, 2027.

The January 2025 Series B Warrants have an exercise price of $2.05

per underlying Common Share, are exercisable immediately, and will expire on January 31, 2029.

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

Schedule of Black-Scholes model for warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

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 (i) 6,628,846 Common

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

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

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

immediately, and do not have an expiration date.

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

323,504 additional Common Shares at closing.

The gross proceeds from the April 2025 Offering were

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

approximately $20,841 before deducting underwriting discounts and offering expenses.

The April 2025 Pre-Funded Warrants were

classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair values of the Common

Shares and the April 2025 Pre-Funded Warrants on the date of issuance, with $2,765 allocated to the fair value of the April 2025

Pre-Funded Warrants (based on the value of the underlying Common Shares at closing) and the balance of the proceeds of $18,076

allocated to Common Shares.

The Company incurred total transaction costs related to the April 2025 Offering of $2,102, which were

treated as share issuance costs at closing.

Year 2024 Issuances

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

units of the Company (the “September 2023 Units”).

5 unchanged sentences

one Common Share at a price of $ 4.60 at any time prior to September 1, 2025.

Proceeds of the September 2023 Private Placement

will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes.

September 2023 Warrants were classified as an equity instrument and accordingly, the net proceeds of $ 962 were allocated based

19 unchanged sentences

The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $ 1,290 .

Proceeds of the

December 2023 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general

corporate purposes.

The Company recorded a non-cash expense of $ 92 and $ 10 to other operating expense and employee related costs,

respectively, representing the excess of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

The Company recorded

a non-cash expense of $ 92 and $ 10 to other operating expense and employee related costs, respectively, representing the excess

of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

December 2023 Warrants were classified as an equity instrument and accordingly, the estimated net proceeds of $1,241 were allocated

4 unchanged sentences

an expected life of 2.0 years, a risk-free interest rate of 4.33 % , an expected volatility of 54.8 % , and an expected dividend rate

June 24, 2024, the Company closed a non-brokered private placement (the “June 2024 Private Placement”) of units of

June 24, 2024, the Company closed a non-brokered private placement of units of

the Company (the “June 2024 Units”).

5 unchanged sentences

to June 24, 2026.

Proceeds of the June 2024 Private Placement will be used for continued advancement of the Elk Creek Project

and for working capital and general corporate purposes.

NioCorp Developments Ltd.

Notes to the Consolidated Financial Statements

June 30, 2025

(expressed in thousands of U.S.

dollars, except share and

per share data or as otherwise stated)

June 2024 Warrants were classified as an equity instrument and accordingly, the net proceeds of $602 were allocated based on the

5 unchanged sentences

life of 2.0 years, a risk-free interest rate of 4.73 % , an expected volatility of 73.92 % , and an expected dividend rate of 0 % .

Year 2023 Issuances

addition to the Common Shares issued in connection with the GXII Transaction, as discussed in Note 5, the following Common Share

issuances occurred during fiscal year 2023:

April 28, 2023, the Company closed a registered direct offering and issued 314,465 Common Shares for $2,000, before deducting

share issuance costs of $172.

The Common Shares were sold pursuant to a securities purchase agreement, dated April 26, 2023, between

the Company and a fund managed by Kingdon Capital Management, LLC.

June 9, 2023, the Company issued 100,000 Common Shares under the Yorkville Equity Facility Financing Agreement (discussed below)

in exchange for $488 in cash proceeds.

The Company recorded a non-cash operating expense of $13 which represented the difference

between the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on

the issuance date.

Equity Facility Financing Agreement Issuances

of June 30, 2025, the Company has access to up to $ 46,917 in net proceeds from the Yorkville Equity Facility Financing Agreement.

The Yorkville Equity Facility Financing Agreement expires on April 1, 2026 .

The Company issued the following Common Shares under

the Yorkville Equity Facility Financing Agreement during the periods presented below:

Schedule of issued Common Shares under the Yorkville Equity Facility Financing Agreement

Ended June 30,

Common Shares issued

Gross funds received

Market value of Common Shares issued

Loss on issuance (1)

on issuance represents a non-cash amount equal to the difference between the proceeds

received and the fair value of the Common Shares issued based on the Nasdaq closing price

per Common Share on the issuance date and is recorded in other operating expenses in

the condensed consolidated statement of operations and comprehensive loss.

January 19, 2024, the Company’s shareholders voted to approve an amendment and restatement of its long-term incentive plan

1 unchanged sentence

Under the 2017 Amended Long-Term Incentive Plan, the Board may, in its discretion from time to time, grant Options and share

units (in the form of restricted share units and performance share units) to directors, employees and certain other service providers

(as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board.

units (in the form of restricted share units and performance share units), plus dividend equivalents, to non-employee directors,

employees and certain other service providers (as described in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated

entities selected by the Board.

to adjustment as described in the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved

5 unchanged sentences

under TSX rules for this purpose) within any 1-year period, or issuable to insiders at any time, in the aggregate, under all security-based

compensation arrangements (including the 2017 Amended Long-Term

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Incentive Plan) to 10% of the then issued and outstanding Common

compensation arrangements (including the 2017 Amended Long-Term Incentive Plan) to 10% of the then issued and outstanding Common

The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance

3 unchanged sentences

of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company

upon the exercise of incentive stock options will be limited as described above.

upon the exercise of Options will also be limited, as described in the 2017 Amended Long-Term Incentive Plan.

Board has power over the granting, amendment, administration, or settlement of any award.

option transactions are summarized as follows:

Schedule of stock option

NioCorp Developments Ltd.

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

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

transactions are summarized as follows:

Schedule of option

Number of Options

5 unchanged sentences

Balance, June 30, 2024

of June 30, 2024, 100 % of the outstanding stock options were fully vested.

The total intrinsic value of options exercised during

the year ended June 30, 2024 was immaterial, and as of June 30, 2024, there were

no unrecognized compensation costs related to unvested share-based compensation arrangements granted.

The Company recognized share-based

compensation expense of $ 2,779 and $ 1,794 for the years ended June 30, 2024 and 2023, respectively.

Cancelled/expired

Balance, June 30, 2025

of June 30, 2025, 99.8 % of the outstanding Options were fully vested.

The total intrinsic value of Options exercised during the

year ended June 30, 2025 was nil, and as of June 30, 2025, there was $ 4 of unrecognized

compensation costs related to unvested share-based compensation arrangements granted.

The Company recognized share-based compensation

expense of $ 789 and $ 2,779 for the years ended June 30, 2025 and 2024, respectively.

following table summarizes the weighted average information and assumptions used to determine Option costs:

Year ended June 30,

Schedule of weighted average and assumptions used to option costs

For the year ended June 30,

Fair value per option granted during the period

4 unchanged sentences

to January 1, 2024, the Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718) , Options

previously issued on December 31, 2021, May 30, 2022, and March 27, 2023, which included a C$ strike price should remain equity-classified

as management determined that the Options qualified for an exemption from liability classification as the Options were denominated

in a currency in which a substantial portion of the Company’s equity securities traded.

Effective January 1, 2024, the Company

determined that due to historically decreasing trading volume on the TSX, this exemption no longer applied and accordingly, these

Options were classified as a liability based on their fair values on that date.

The Company recorded a mark-to-market gain of

$147 in other operating expenses related to these option liabilities for the year ended June 30, 2024.

The associated liability

related to these Canadian-denominated Options was nil at June 30, 2024.

previously issued on December 31, 2021, May 30, 2022, and March 27, 2023, which included a C$ strike price (the “CAD Options”)

should remain equity-classified as management determined that the Options qualified for an exemption from liability classification

as the CAD Options were denominated in a currency in which a substantial portion of the Company’s equity securities traded.

Effective January 1, 2024, the Company determined that due to historically decreasing trading volume on the TSX, this exemption

no longer applied and accordingly, these CAD Options were classified as a liability based on their fair values on that date.

Company recorded a mark-to-market gain of $147 in other operating expenses related to these CAD Option liabilities for the year

ended June 30, 2024.

The CAD Options expired at various dates during the year ended June 30, 2025, with no further gains or losses

recorded in other operating expenses.

March 28, 2024, the Board approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95

2 unchanged sentences

on this amendment, the Company re-classified these Options to equity on March 28, 2024, based on their fair value on that date.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

transactions are summarized as follows.

2 unchanged sentences

dollars using end of period foreign currency exchange rates.

NioCorp Developments Ltd.

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

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

Schedule of Weighted average exercise prices

Weighted Average Exercise Price

Balance, June 30, 2023

Yorkville financing warrants

GXII warrants

( 1,846,560 )

Balance, June 30, 2024

2 unchanged sentences

June 30, 2025, the Company has outstanding exercisable Warrants, as follows:

in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024.

connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed the GXII Warrant Agreement and

each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one NioCorp

Assumed Warrant pursuant to the GXII Warrant Agreement, as amended by an Assignment, Assumption and Amendment Agreement, dated

March 17, 2023, among the Company, GXII, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare

and its affiliate, Computershare Trust Company, N.A, together as the successor warrant agent (the “NioCorp Assumed

Warrant Agreement”).

In connection with the Closing, NioCorp issued (a) 9,999,959 public NioCorp Assumed Warrants (the “Public

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

Warrants (the “Private Warrants”) to the Sponsor in respect of the GXII Warrants that it held prior to the Closing,

which NioCorp Assumed Warrants were subsequently distributed by the Sponsor to its members in connection with the Closing.

of outstanding exercisable Warrants

Exercise Price

September 1, 2025

December 22, 2025

June 24, 2026

November 5, 2026

November 13, 2026

April 12, 2027

August 2, 2027

15,666,626 (1)

March 17, 2028

September 17, 2028

January 31, 2029

November 5, 2029

November 13, 2029

11,165,324 and 4,501,302 2023 Public Warrants and 2023 Private Warrants, respectively, as defined below.

Each 2023 Public

Warrant and 2023 Private Warrant is exercisable into 1.11829212 Common Shares.

connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed GXII’s obligations under

the agreement (the “GXII Warrant Agreement”) governing the GXII share purchase Warrants (the “GXII Warrants”)

and each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one

Warrant to purchase 1.11829212 Common Shares (the “NioCorp Assumed Warrants”) pursuant to the GXII Warrant Agreement,

as amended by an Assignment, Assumption and Amendment Agreement, dated March 17, 2023, among the Company, GXII, Continental Stock

Transfer & Trust Company, as the existing warrant agent, and Computershare Inc.

and its affiliate, Computershare Trust Company,

N.A, together as the successor warrant agent (the “NioCorp Assumed Warrant Agreement”).

In connection with the Closing,

NioCorp issued (a) 9,999,959 public NioCorp Assumed Warrants (the “2023 Public Warrants”) in respect of

the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “2023

Private Warrants”) to the Sponsor in respect of the GXII Warrants that it held prior to

the Closing, which NioCorp Assumed Warrants were subsequently distributed by the Sponsor to its members in connection with the

NioCorp Assumed Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per

4 unchanged sentences

to net cash settle any NioCorp Assumed Warrant.

Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per

Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii)

the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits,

stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

within a 30-trading day period ending

on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders and (iii)

there is an effective registration statement covering the Common Shares issuable upon exercise of the Public Warrants, and a current

prospectus relating thereto, available through the redemption date.

Upon issuance of a redemption notice by the Company, the warrant

holders will have until the redemption date to exercise for cash, or, at the Company’s election, on a cashless basis.

Public Warrants are not precluded from equity classification and are accounted for as such on the date of issuance, and each balance

sheet date thereafter.

Because the 2023 Transactions resulted in an excess of liabilities over assets acquired, no value was ascribed

to the Public Warrants.

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

Public Warrants

Company may elect to redeem the 2023 Public Warrants subject to certain conditions, in whole and not in part, at a price of

$0.01 per 2023 Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii)

the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock

splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day

period ending on the third business day prior to the date on which the Company sends the notice of redemption to the Warrant

holders and (iii) there is an effective registration statement covering the Common Shares issuable upon exercise of

the 2023 Public Warrants, and a current prospectus relating thereto, available through the redemption date.

Upon issuance of

a redemption notice by the Company, the Warrant holders will have until the redemption date to exercise for cash, or, at the

Company’s election, on a cashless basis.

Private Warrants

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

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

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

In accordance with the NioCorp Assumed Warrant

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

are treated as Public Warrants.

Company accounts for the Private Warrants assumed in the 2023 Transactions in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private

Warrant must be recorded as a liability.

This liability is carried as a component of Warrant Liabilities on the consolidated balance

sheet and is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be

adjusted to its current fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive

2023 Private Warrants:

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii)

will not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the initial purchasers

or their permitted transferees.

Any 2023 Private Warrants that are held by someone other than the initial purchasers or their

permitted transferees are treated as 2023 Public Warrants.

Company accounts for the 2023 Private Warrants in accordance with the guidance contained in ASC 815-40.

Such guidance provides

that because the 2023 Private Warrants do not meet the criteria for equity treatment thereunder, the 2023 Private Warrants must

be recorded as a liability.

This liability is carried as a component of Warrant liabilities on the consolidated balance sheet

and is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted

to its current fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive

The Company will reassess the classification at each balance sheet date.

Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a

Black Scholes model with the following assumptions:

provided for in the NioCorp Assumed Warrant Agreement, through June 30, 2025, a total of 1,165,365 2023 Private Warrants were

exchanged for 2023 Public Warrants.

Upon exchange, the Company recorded an additional fair value expense of $26 and transferred

the fair value of the exchanged 2023 Public Warrants from warrant liabilities to equity.

Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value

using a Black Scholes model with the following assumptions:

Schedule of Company classifies the 2023 Private Warrants

Key Valuation Input

1 unchanged sentence

June 30, 2024

March 17, 2023

Stock price on valuation date

Implied volatility of Public Warrants

Implied volatility of the 2023 Public Warrants

Risk free rate

2 unchanged sentences

change in the 2023 Private Warrants liability is presented below:

Initial valuation, March 17, 2023

Schedule of change in the 2023 Private Warrants liability

Valuation at June 30, 2023

Change in valuation

Valuation at June 30, 2024

Exchange of 2023 Private Warrants for 2023 Public Warrants

Change in valuation

Valuation at June 30, 2025

Equity Facility Financing

with the closing of the GXII Transaction, the Yorkville Equity Facility Financing became effective.

Pursuant to the

Yorkville Equity Facility Financing Agreement, Yorkville committed to purchase up to $65,000 of Common Shares (the

“Commitment Amount”), at NioCorp’s direction from time to time for a period commencing upon the Closing

Date and ending on the earliest of (i) the first day of the month next following the 36-month anniversary of the Closing,

(ii) the date on which Yorkville shall have made payment of the full Commitment Amount and (iii) the date that the Yorkville

Equity Facility Financing Agreement otherwise terminates in accordance with its terms (the “Commitment Period”), subject to certain limitations and the

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

of the conditions in the Yorkville Equity Facility Financing Agreement.

The Common Shares that may be sold pursuant to the Yorkville

Equity Facility Financing Agreement would be purchased by Yorkville at a purchase price equal to 97% of the daily volume-weighted

average price of the Common Shares on Nasdaq or such other principal U.S.

market for the Common Shares if the Common Shares are

ever listed or traded on the New York Stock Exchange or the NYSE American as reported by Bloomberg Financial Markets (or, if not

available, a similar service provider of national recognized standing) during the applicable pricing period, which is a period

during a single trading day or a period of three consecutive trading days, at the Company’s option and subject to certain

restrictions, in each case, defined based on when an Advance Notice (as defined in the Yorkville Equity Facility Financing Agreement)

is submitted, subject to certain limitations.

to the terms of the Yorkville Equity Facility Financing Agreement, NioCorp issued 81,213 of Common Shares (the “Commitment

Shares”) valued at $650 to Yorkville as consideration for its irrevocable commitment to purchase Common Shares under the

Yorkville Equity Facility Financing Agreement.

On June 9, 2023, NioCorp issued and sold 100,000 Common Shares to Yorkville under

the Yorkville Equity Facility Financing Agreement.

Additionally, NioCorp is required to pay Yorkville an aggregate fee of $1,500

in cash (the “Cash Fee”), including $500 that NioCorp paid on the Closing Date and an additional $250 NioCorp was

paid as of June 30, 2023.

NioCorp will pay the remaining $750 balance in installments over a 12-month period following the Closing

Date, provided that it will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee

In addition, legal and other costs of $496 were incurred in connection with the Yorkville Equity Facility Financing

and were expensed on the effective date.

The following amounts related to the Yorkville Equity Facility Financing Agreement were

expensed as other operating costs during the year ended June 30, 2023:

Schedule of expenses as other operating costs

Yorkville Cash Fee

Fair value of Commitment Shares issued

Legal and other related costs

Costs expensed to other operating expense

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

Consent Warrants

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

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

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

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

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

The number of Contingent Consent Warrants

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

dollar exchange rate

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

Further, the number of Contingent Consent Warrants issued would be proportionately adjusted based on the percentage

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

September 17, 2024, the Company’s Common Share price was below the threshold price set forth in the Lind Consent, and accordingly,

the Company issued 2,816,742 Contingent Consent Warrants to Lind III.

Each Contingent Consent Warrant is exercisable for one Common

Share at an exercise price of $ 2.308 and may be exercised at any time prior to their expiration on September 17, 2028.

of Contingent Consent Warrants issued was based on $ 5,000 divided by the five-day volume weighted average price of the Common

Shares on September 16, 2024.

The Company valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation

with the following inputs:

Schedule of Black-Scholes valuation

Key Valuation Input

September 17,

Closing Common Share price

Historic equity volatility

Risk-free rate

change in the fair value of the Contingent Consent Warrants liability is presented below:

Schedule of change in fair value of Warrants liability

Valuation at June 30, 2024

Fair value of Warrants issued

Gain on issuance of Warrants

Ending balance

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

This gain was recorded as a part of other

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

PARTY TRANSACTIONS AND BALANCES

Company was party to a non-revolving credit facility agreement (the “Smith Credit Facility”) with Mark Smith, Chief

Executive Officer, President, and Executive Chairman of NioCorp, which expired on June 30, 2023.

The Smith Credit Facility bore

interest at a rate of 10 % and drawdowns from the Smith Credit Facility were subject to a 2.5 % establishment fee.

Amounts outstanding

under the Smith Credit Facility were secured by all of the Company’s assets pursuant to a general security agreement.

in the Smith Credit Agreement principal balance are as follows:

For the year ending June 30,2023

end of period

March 22, 2023, the Company repaid Mr.

Smith $ 1,841 of principal borrowed under the Smith Credit Facility.

This repayment was

made out of funds transferred to the Company from the GXII trust account on the Closing Date.

The Company repaid the remaining

principal balance of $ 1,289 on May 31, 2023.

Accounts payable and accrued liabilities as of June 30, 2024 includes $ 28 of origination

fees payable under the Smith Credit Agreement.

During fiscal year 2023 the Company paid a total of $ 183 , representing accrued

interest on the Smith Credit Agreement.

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 provided for a $ 2,000 non-revolving, multi-draw credit facility

(the “Smith Loan”).

The Smith Loan had an interest rate of 10 % per annum, calculated monthly in arrears, through the

date of repayment of the Smith Loan.

The Company could pre-pay the Smith Loan at any time without notice and without penalty,

but any amount of principal or interest repaid by the Company prior to the earlier of the date of expiration of the Smith Loan

Agreement, on June 30, 2025, and the occurrence of an event of default under the Smith Loan Agreement was subject to an early

payment fee of 2.5 % of the value of any such payment.

The Smith Loan was secured by all of the Company’s assets pursuant

to a general security agreement between the Company and Mr.

Smith dated September 11, 2024.

October 30, 2024, the Company borrowed a total of $ 504 under the Smith Loan and subsequently the Company repaid $508, representing

the balance of interest and principal outstanding under the Smith Loan, together with $ 41 related to loan origination fees payable.

As of June 30, 2025, there were no amounts outstanding under the Smith Loan.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

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

Schedule of exploration expenditures

For the year ended

For the year ended June 30,

Feasibility study and engineering

2 unchanged sentences

Geologists and field staff

February 2023, the Company entered into a 39-month corporate office lease extension and recognized a corresponding ROU asset and

lease liability of $198 associated with this extension, based on a discount rate of 16 %.

of June 30, 2024 and 2023, the Company had one corporate office lease with a remaining lease term of 2.6 years and 3.6 years,

respectively.

During the year ended June 30, 2024 and 2023, operating cash flows included cash payments of $ 71 and $ 93 , respectively

related to the measurement of lease liabilities.

of June 30, 2025 and 2024, the Company had one corporate office lease with a remaining lease term of 1.6 years as of June 30,

During the year ended June 30, 2025 and 2024, operating cash flows included cash payments of $ 96 and $ 71 , respectively related

to the measurement of lease liabilities.

Company incurred lease costs as follows:

For the year ended June 30,

Operating Lease Cost:

Fixed rent expense

15 unchanged sentences

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

following table is a reconciliation of income taxes at statutory rates:

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

The following table is a reconciliation of income taxes at statutory rates:

For the year ended June 30,

Loss before income taxes

Combined Canadian federal and provincial statutory income tax rate

Income tax benefit at statutory tax rates

Foreign rate differential

Earnout shares liability

Income tax benefit at Canadian federal rate

Income tax benefit at Canadian provincial rate

Warrant liability

GXII transaction costs

Earnout shares liability

Share based compensation

Foreign rate differential

Accretion expense

Convertible note valuation

Loss on debt extinguishment

Capital loss rate differential

Change in estimates related to prior years

Stock issuance costs in equity

Convertible note valuation

Change in valuation allowance

Income tax benefit

tax benefit for the year ends June 30, 2024 and 2023 were derived solely from our U.S.

tax benefit for the year ended June 30, 2024, was derived solely from our U.S.

The Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction.

As a result of a post-transaction loss at ECRC, a partial release of the valuation allowance attributed to the reduction of the acquired federal income tax payable of $139 was recorded as an income tax benefit in the consolidated statement of operations and comprehensive loss for the year ended June 30, 2024.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

8 unchanged sentences

Share issuance/financing costs

Canadian restricted interest and financing carryforward

Capital losses available for future periods

6 unchanged sentences

Current year additions

Startup and organizational costs acquired

Valuation allowance, end of year

Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction.

As a result of a post-transaction

loss at ECRC, partial releases of the valuation allowance attributed to the reduction of the acquired federal income tax payable

of $139 and $304 were recorded as an income tax benefit in the consolidated statement of operations and comprehensive loss for

the year ended June 30, 2024 and 2023, respectively.

The Company establishes a valuation allowance against future income tax assets

if, based on available information, it is more likely than not that all of the assets will not be realized.

The valuation allowance

of $ 28,181 at June 30, 2024, relates mainly to net

Company establishes a valuation allowance against future income tax assets if, based on available information, it is more likely

than not that all of the assets will not be realized.

The valuation allowance of $ 32,159 at June 30, 2025, relates mainly to net

operating loss carryforwards in Canada and mineral interests due to deferred exploration expenditures in the United States, where

the utilization of such attributes is not more likely than not.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

operating loss carryforwards in Canada and mineral interests due to deferred

exploration expenditures in the United States, where the utilization of such attributes is not more likely than not.

Company has the following cumulative net operating losses for Canadian and U.S.

income tax purposes and these carryforwards will

generally expire between 2028 and 2044.

As a result of the Tax Cuts and Jobs Act of 2017, U.S.

tax losses incurred for our tax

years ending on and after June 30, 2019, totaling $ 3,924 , have no expiration.

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

The Company has the following cumulative

net operating losses for Canadian and U.S.

Federal income tax purposes.

Canadian tax loss carryforwards will generally expire between

2028 and 2045.

tax losses incurred through June 30, 2018, totaled $ 981 and will generally expire between 2031 and 2038.

a result of the Tax Cuts and Jobs Act of 2017, U.S.

tax losses incurred for our tax years ending on and after June 30, 2019, totaling

$ 5,645 , have no expiration.

Schedule of cumulative net operating losses

6 unchanged sentences

generally expire between 2031 and 2045.

At June 30, 2024 and 2023, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary.

As such, as of June 30, 2024 and 2023, we did not provide for deferred taxes on any such earnings of our foreign subsidiaries.

June 30, 2025 and 2024, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution

to Canada from a foreign subsidiary.

As such, as of June 30, 2025 and 2024, we did not provide for deferred taxes on any such

earnings of our foreign subsidiaries.

Company had no unrecognized tax benefits as of June 30, 2025 or 2024.

The Company recognizes interest accrued related to unrecognized

tax benefits and penalties in its income tax provision.

The Company has not recognized any interest or penalties in the fiscal

5 unchanged sentences

jurisdictions.

FAIR VALUE MEASUREMENTS

July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S., which includes a broad range of tax

reform provisions affecting businesses.

The OBBBA includes numerous changes to existing tax law including extending or making

permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were

set to expire.

The OBBBA contains several changes to corporate taxation including modifications to capitalization of research

and development expenses, modifications to deductions for interest expense, and accelerated depreciation on certain asset additions.

As the legislation was signed into law after June 30, 2025, our operating results for the year ended June 30, 2025, do not include

any adjustments related to the OBBBA, and the Company does not expect a material impact to our financial statements due to the

enactment of the OBBBA.

Value Measurements

Company measures the fair value of financial assets and liabilities based on U.S.

14 unchanged sentences

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

of June 30, 2024, and 2023, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized

of June 30, 2025, and 2024, respectively, and indicate the fair value hierarchy of the valuation techniques the

NioCorp Developments Ltd.

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

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

Company utilized

to determine such fair value.

5 unchanged sentences

instrument and include situations where there is little, if any, market activity for the instrument.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2024

(expressed in thousands of U.S.

except share and per share data)

Schedule of fair values determined by level 3 inputs are unobservable data

2 unchanged sentences

Investment in equity securities

April 2024 notes

Earnout Shares liability

3 unchanged sentences

Investment in equity securities

April 2024 notes

Earnout Shares liability

Warrant liabilities

Yorkville Convertible Debt Financing discussed in Note 9 was initially recorded at fair value,

which represented a nonrecurring fair value measurement using a Level 3 input.

At June 30, 2024, the estimated fair value of this

instrument approximated carrying value given that the instrument was issued in March 2023 and has a short time period until maturity.

September 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 Agreement.

The Consents, among other things, reduced the amounts due to the April 2024 Purchasers

on September 1, 2024 by an aggregate of $ 1,176 to an aggregate of $ 336 , increased the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $ 1,176 , 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.

Loan Agreement

September 11, 2024, the Company and Mark Smith entered into a Loan Agreement (the “Smith Loan Agreement”) pursuant

Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to $ 2,000

(the “Loan”).

The Loan is non-revolving and amounts paid back under the terms of the Smith Loan Agreement do not again

become available for drawdowns at the request of the Company.

Company will pay interest to Mr.

Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10 %

per annum, calculated monthly in arrears, through to the date of repayment of the Loan.

Company has one reportable segment:

the United States.

The United States segment conducts exploration, development,

and care and maintenance activities at the Elk Creek Project.

This segment holds substantially all of the Company’s non-current assets and does not presently report any revenues from operations.

Through this segment, the Company seeks to position the Elk Creek Project as a development opportunity in the strategic minerals

The Company’s chief operating decision maker is the Chief Executive Officer (“CODM”).

information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level.

assesses performance for the single operating segment and decides how to better allocate resources based on total operating

expenses, net loss, changes in cash and cash equivalents, and cash and cash-equivalent balances that are reported on the

Consolidated Statement of Operations and Consolidated Statement of Cash Flows.

The Company’s objective in making

resource allocation decisions is to optimize the Company’s ability to develop and operate the Elk Creek Project.

addition, the CODM reviews the segment’s assets based on total assets reported on the consolidated balance sheet, and

the accounting policies of our single operating segment are the same as those described in the Summary of Significant

Accounting Policies herein.

For additional reportable single operating segment level financial information, see the

Consolidated Financial Statements.

July 2025 Offering

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 $41,762

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

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

Notes to the Consolidated Financial

June 30, 2025

(expressed in thousands of U.S.

except share and per share data)

will also receive an

establishment fee equal to 2.5 %

of the amount of any drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown.

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 (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.

Consent Warrant Issuance

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.

The number of Contingent Consent Warrants issued was based on $ 5,000 divided by

the five-day volume weighted average price of the Common Shares on September 16, 2024.

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

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 operation.

Common Share Issuances

During the period from July 1, 2025 through September 11, 2025, the Company issued 5,000,312 Common Shares through the exercise

of Warrants and Options by their holders and received cash totaling approximately $ 10,401 .

In addition, 415,581 Vested Shares were exchanged

for an equivalent number of Common Shares.

August 1, 2025, ECRC closed on its option to purchase three parcels of land in Johnson County, Nebraska (the “Property”),

pursuant to the terms of the Option to Purchase, dated as of December 4, 2009, as amended, and the Option to Purchase, dated December

4, 2014, as amended, each between Roger and Nancy Woltemath (the “Owners”) and ECRC (together, the “Option Agreements”).

Pursuant to the terms of the Option Agreements, the Owners sold, transferred, conveyed and assigned to ECRC all of their rights,

privileges, title and interest in and to the surface rights with respect to one of the parcels (consisting of the property known

as Woltemath80S) and to the surface rights and associated mineral rights with respect to the other two parcels (consisting of

approximately 1.66 acres of the property known as Woltemath002).

Option Agreements provided for a purchase price calculated based on the appraised value per acre of the parcels of land.

The aggregate

purchase price was approximately $ 2,700 .

August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International

(“ATI”), an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S.

of Defense (“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.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data