What changed in this filing

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Item 9A. Controls and Procedures

2025-09-11 compared with 2024-09-23 · 965 added, 858 removed, 504 unchanged (78% of the section changed)

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the material weaknesses in internal control over financial reporting described below.

Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and

CFO have concluded that the audited consolidated financial statements included in this Annual Report on Form 10-K fairly present,

in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity

Notwithstanding

the material weaknesses in our internal control over financial reporting, our CEO and CFO have concluded that the audited consolidated

financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position,

results of operations and cash flows for the periods presented in conformity with U.S.

Company’s disclosure controls and procedures have been designed to ensure that:

(i) information required to be disclosed

by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports

filed under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to

allow for accurate and timely decisions regarding required disclosures.

does not expect that our disclosure controls and procedures will prevent all error and all fraud.

The effectiveness of our or

any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that

the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing,

implementing, and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Report on Internal Control over Financial Reporting

The management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal

control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company.

Management assessed

the effectiveness of our internal control over financial reporting as of June 30, 2024.

In making this assessment, our management

used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the CFO have concluded that,

as of June 30, 2024, our internal control over financial reporting was not effective due to the material weaknesses in internal

control over financial reporting described below.

management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal control over financial

reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company.

Management assessed the effectiveness

of our internal control over financial reporting as of June 30, 2025.

In making this assessment, our management used the criteria

set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the CFO have concluded that, as of June 30,

2025, our internal control over financial reporting was not effective due to the material weaknesses in internal control over

financial reporting described below.

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

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prevented or detected on a timely basis.

concluded that the material weaknesses disclosed

in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 continued to exist as of June 30, 2024.

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

activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the

The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and

training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s financing

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

30, 2023, continued to exist as of June 30, 2025.

Specifically, management identified deficiencies in the principles associated

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

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

The Company does not have sufficient personnel with the appropriate

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

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

transactions and associated reporting requirements.

This material weakness contributed to additional material weaknesses further

described below.

The Company does not have a formal process to identify, update, and assess financial reporting risks due to

changes in the

Company’s business practices, including

entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s

control activities.

This material weakness contributed

to additional material weaknesses further described below.

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

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

entering into increasingly complex transactions that could significantly impact the design

and operation of the Company’s control activities.

Management did not maintain effective controls over:

○ monitoring and assessing the work of third-party specialists, including

the evaluation of the appropriateness of accounting conclusions, and

○ the evaluation of certain inputs and assumptions used to estimate the fair

value of instruments and features associated with complex debt and equity transactions.

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

of accounting conclusions,

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

and features associated with complex debt and equity transactions, and

○ the design and

implementation of effective process-level control activities related to vendor banking information.

Management did not appropriately:

○ select, develop, and perform ongoing evaluation to ascertain whether the

components of internal controls are present and functioning, and

○ evaluate and communicate internal control deficiencies in a timely manner

to those parties responsible for taking corrective action.

As previously disclosed, these material weaknesses resulted in errors that required the restatement of

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

of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021,

December 31, 2021, March 31, 2022, September 30, 2022 and December 31, 2022.

Additionally, these material weaknesses could result

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

consolidated financial statements that would not be prevented or timely detected.

To address our material weaknesses existing as of June 30 ,

2024, we have implemented a detailed plan to address each individual material weakness identified, including the following:

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

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

financial reporting.

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

enough for the Company’s business, including the identification of risks, the level of detail in our risk assessment, and

the clarity of the linkage between risks and internal controls associated with the material weaknesses.

The results of this effort

are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks.

● We plan to develop and provide incremental training to the accounting and financial reporting team

regarding accounting for and valuation of complex financial instruments.

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

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

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

○ select, develop,

and perform ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and

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

for taking corrective action.

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

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

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

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

Additionally, these material weaknesses could result in a misstatement of

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

statements that would not be prevented or timely detected.

address our material weaknesses existing as of June 30, 2025, we have implemented a detailed plan to address each individual material

weakness identified, including the following:

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

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

in accounting and internal control over financial reporting.

have developed a formal risk assessment process requiring periodic review and updates

of current risks and internal controls, as well as a focus on potential future events

that could result in additional risks and/or internal control lapses.

This process is

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

and procedures to address risks, and results of this risk assessment process will be

reviewed with the Audit Committee on a periodic basis.

have developed an initial training plan to provide incremental training to accounting

and finance personnel responsible for overall technical accounting and valuation-related

transactions.

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

responsible for controls are conducting their activities in accordance with their design,

such that there is contemporaneous evidence that the controls are present and functioning

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

responsible for taking corrective action.

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(as each term is defined in Item 408 of Regulation S-K).

Unregistered Sales of Equity Securities

Contingent Consent Warrant Issuance

On September 17, 2024, the

Company's Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742

Contingent Consent Warrants to Lind.

Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of

$2.308 and may be exercised at any time prior to their expiration on September 17, 2028.

The number of Contingent Consent Warrants

issued was based on $5.0 million divided by the five-day volume weighted average price of the Common Shares on September 16, 2024.

The Contingent Consent Warrants

were issued as part of the consideration for entering into the Lind Consent, which included the following principal terms:

(i) the consent of Lind to the GXII Transaction and Yorkville Financings disclosed in the notes to the consolidated financial

statements included in Part II, Item 8 hereof, 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;

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

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 Lind Consent was signed as an amendment to the existing Lind

III Agreement.

The Contingent Consent Warrants were issued pursuant to the exemption from the registration requirements of the Securities

Act provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind in the Lind III Agreement.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

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and Executive Officers

following table sets forth as of September 20, 2024, the names and ages of, and position or positions held by, our executive

officers and directors, the employment background of these persons, and any directorships held by the current directors during

the last five years.

following table sets forth as of September 11, 2025, the names and ages of, and

position or positions held by, our executive officers and directors, the employment background of these persons, and any directorships

held by the current directors during the last five years.

of Appointment

Executive Officer, President, Executive Chairman, and Director

Chief Executive Officer, President, Executive

Chairman, and Director

Executive Officer and Director:

and Executive Chairman:

Financial Officer and Corporate Secretary

Chief Financial Officer and Corporate Secretary

Financial Officer:

Operating Officer

Communications Officer

Guerrero-Mahon

Chief Operating Officer

Chief Communications Officer

November 2, 2015

Ernest Cleave

Senior Vice President of Business Development

August 15, 2025

August 9, 2025

Nilsa Guerrero-Mahon

September 28, 2017

March 17, 2023

following sets forth a brief description of the business experience of each executive officer and director of the Company, including

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At Unocal, he served as the Vice-President from June 2000 to April 2006, and managed

the real estate, remediation, mining and carbon divisions.

the real estate,

remediation, mining and carbon divisions.

Smith is a Registered Professional Engineer and serves as an active

member of the State Bars of California and Colorado.

He received his Bachelor of Science degree in Agricultural

Engineering from

He received his Bachelor of Science degree in Agricultural Engineering from

Colorado State University in 1981 and his Juris Doctor, cum laude, from Western State University, College of Law, in 1990.

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Sims – Chief Communications Officer

Sims has more than 31 years of experience in devising and executing marketing, media relations, public affairs, and investor relations

operations for companies in the mining, chemical, manufacturing, utility, and renewable energy sectors.

He joined NioCorp in November

2015 as Vice President, External Affairs, and now serves as its Chief Communications Officer, effective June 7, 2022.

Sims served for more than five years as Director (and then Vice President) of Corporate Communications for Molycorp

from March 2010 through November 2015.

Sims has more than 32 years of experience in devising and executing marketing, media relations, public affairs, and investor

relations operations for companies in the mining, chemical, manufacturing, utility, and renewable energy sectors.

NioCorp in November 2015 as Vice President, External Affairs, and now serves as its Chief Communications Officer, effective

June 7, 2022.

Prior to NioCorp, Mr.

Sims served for more than five years as Director (and then Vice President) of Corporate

Communications for Molycorp from March 2010 through November 2015.

Since May 2016, Mr.

Sims has also served as Director of Investor and Public Relations for

Sims has also served as Director of

Investor and Public Relations for IBC.

Sims was President and CEO of Policy Communications, Inc.

from 1998 until 2010, and served as White House Director of

Communications for the Energy Policy Development Group.

from 1998 until 2010 and

served as White House Director of Communications for the Energy Policy Development Group.

A former U.S.

Senate Chief of Staff, he is the co-founder and former Executive

Director of the Geothermal Energy Association, and he has served as Board Chairman of the Rare Earth Technology Alliance.

an honors graduate of Georgetown University.

Morris – Director

Morris was formerly the Chairman of the board of directors of Heritage Oaks Bankcorp (“Heritage Oaks”), the holding

company of Heritage Oaks Bank.

When Heritage Oaks Bank merged with Pacific Premier Bancorp on April 1, 2017, Mr.

Morris became

a member of the Pacific Premier Bancorp’s board of directors, a position he held until May 31, 2020.

He joined Heritage

Oaks’ board of directors in January 2001 and assumed the board’s chairmanship in 2007.

In addition, Mr.

worked since 1972 at Andre, Morris & Buttery, a professional law corporation, where he serves as Senior Principal and has

served as Chairman of the board since 2005.

From 2000 to late 2006, Mr.

Morris served on the board of Molycorp, a rare earths

producer, which at the time was a wholly owned subsidiary of Unocal and then Chevron Mining.

Morris was the only independent

director of Molycorp at that time.

Morris is a graduate of Georgetown University and received his law degree from the University

of San Francisco School of Law.

He has practiced business and environmental law for over 41 years.

Morris served as a member

of the Board of Governors and Vice President of the State Bar of California.

He served as a 1st Lieutenant in the U.S.

1970 to 1972.

Senate Chief of

Staff, he is the co-founder and former Executive Director of the Geothermal Energy Association, and he has served as Board

Chairman of the Rare Earth Technology Alliance.

He is an honors graduate of Georgetown University.

Cleave – Senior Vice President of Business Development

Cleave joined NioCorp in August 2025 as Senior Vice President of Business Development.

Cleave has more than 20 years of experience

in the mining, mineral processing, and energy industries.

Prior to his work at NioCorp, Mr.

Cleave served as the President and

CEO of Tinova Resources Corp., a critical minerals exploration company, from June 2024 to August 2025.

From September 2013 to June

Cleave served as the Chief Financial Officer of Largo Inc., a supplier of vanadium and ilmenite products.

Additionally,

Cleave served as the Interim President of Largo Clean Energy Corp.

(a subsidiary of Largo Inc.) from November 2022 to June

Cleave’s career has also spanned leadership positions in several other mining and energy companies, including as

Chief Financial Officer of Cline Mining, Chief Financial Officer of Petrolympic, Global Lead of Sarbanes-Oxley Compliance at Glencore

(previously Falconbridge), and Treasurer and Director of Financial Planning and Analysis at Goldcorp.

Cleave is a Chartered

Accountant (AUS & NZL) and is a registered CPA in both Canada and Australia.

Cleave earned his M.B.A.

from Deakin University

of Victoria, Australia and has undergraduate degrees in computational science and commerce, respectively.

Beling – Director

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Assoc., LLC, which provides strategic advisory, project, and corporate development services to the mining industry.

employment and consulting included 14 years with five

major mining companies and then 44 years with 30+ U.S.

employment and consulting included 14 years with five major mining companies and then 47 years with 30+ U.S.

and Canadian junior

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and the Executive

Vice President and COO of Geovic Mining Corp.

Vice President

and COO of Geovic Mining Corp.

from 2004 through 2010.

Beling has examined, significantly reviewed, or been

directly involved with 90 underground mines, 136 open pit mines, and 174 process plants in the global metal, energy, and industrial

mineral sectors.

directly involved with 91 underground mines, 136 open pit mines, and 174 process plants in the global metal, energy, industrial

mineral, and critical minerals sectors.

Fulton – Director

former Nebraska State Senator and successful business entrepreneur, Mr.

Fulton previously served on the Board from 2013 until

2016, when he left to serve as Nebraska Tax Commissioner and Director of the Nebraska Department of Revenue, a 400-employee, $9

billion enterprise from January 2016 to December 2022.

A mechanical engineer by training, Mr.

Fulton has been the President of

the Nevada-based Hallmark Homecare, LLC, an independent domestic caregiver referral agency since May 2023 and is the Founder and

Owner of Guardian Angels Homecare, Inc.

of Lincoln, Nebraska, an in-home senior care company, where he has served as the President

and CEO since March 2003.

In addition to his work in the senior care industry, Mr.

Fulton serves as the Chairman of the Diocesan

Finance Council for the Catholic Diocese of Lincoln (Southern Nebraska) and is the recipient of numerous awards throughout his

professional career.

He received his B.S.

in Mechanical Engineering from the University of Nebraska-Lincoln, with studies in Philosophy

at Newman University in Wichita, Kansas and Theology at Mount Saint Mary’s University in Emmittsburg, Maryland.

Guerrero-Mahon – Director

former CFO and Controller for global corporations in the technology, energy, and government sectors, Ms.

Guerrero-Mahon provides

consulting services to domestic and international corporations as the principal at NG Mahon Business Consulting, LLC.

Guerrero-Mahon was appointed to the Board of FinGoal Inc.

in April 2022, a finance technology company building artificial

intelligence tools for the financial services industry and other financial technology developers.

She also serves on the Board

of the State of Colorado Division of Securities.

From 2016 to August 2019, she served on the board of directors of Centura Health

Mountains & North Denver Operating Group, the largest division in the Centura Health Care System.

From 2014 to 2016, she served

as the Vice Chair of the board of directors and Chaired the Strategy Committee at St.

Anthony Hospital.

A former CFO and

Controller for global corporations in the technology, energy, and government sectors, Ms.

Guerrero-Mahon provides consulting services

to domestic and international corporations as the principal at NGM Business Consulting, LLC.

In addition, Ms.

Guerrero-Mahon was

appointed to the Board of FinGoal, Inc.

in April 2022, a finance technology company building artificial intelligence tools for

the financial services industry and other financial technology developers.

She also serves as the Chair of the Finance and Audit

Committee for the Financial Data Exchange (“FDX”).

FDX unifies the financial industry around a common standard for secure and convenient

access of permissioned consumer and business financial data.

From 2014 to 2019, she served as the Vice Chair of the Board

and Chaired the Strategy Committee for the Mountains & North Denver Operating Group, the largest division in the Common Spirit

Health System (formerly Centura Health).

From 2009 to 2025, Ms.

Guerrero-Mahon served as a gubernatorial appointed Board Member of the State of Colorado Financial Services Commission.

other prior positions, from 2004 to 2007, she was the Global Services Controller at Microsoft Corporation, overseeing internal

controls and corporate finance activities.

Guerrero-Mahon stays current with the latest Corporate Governance practices and the integration of ESG into the strategy.

is an NACD Board Leadership Fellow, a member of the SASB Alliance, holds a CERT Certificate in Cybersecurity Oversight from the

Carnegie Mellon University and is currently enrolled in the Climate Leadership Certification program with Diligent Corporation.

Guerrero-Mahon received an Executive MBA from the Daniels College of Business at the University of Denver, a BS in Business

Administration - Accounting from the Interamerican University in San Juan, Puerto Rico, and an AS in Computer Science from the

EDP School of Computer Programming in San Juan, Puerto Rico.

She is a Certified Public Accountant registered in the State of Colorado.

Guerrero-Mahon served as a gubernatorial appointed Board Member of

the State of Colorado Securities Commission and the Financial Services Commission.

Among other prior positions, from 2004 to 2007,

she was the Global Services Controller at Microsoft Corporation, overseeing internal controls, compliance and corporate finance

Guerrero-Mahon

stays current with the latest Corporate Governance practices serving as a member of the Nasdaq Center for Board Excellence.

is an NACD Board Leadership Fellow and a member of the SASB Alliance.

She holds a CERT Certificate in Cybersecurity Oversight from

Carnegie Mellon University.

Guerrero-Mahon is a Certified Public Accountant and a Certified Fraud Examiner.

She received an

Executive MBA from the Daniels College of Business at the University of Denver, a BS in Business Administration - Accounting from

the Interamerican University in San Juan, Puerto Rico, and an AS in Computer Science from the EDP University of Puerto Rico.

Oliver – Director

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Resources, a lithium exploration company in Australia.

Oliver was appointed to the role of Executive Director of Latin Resources in 2024 and helped lead the successful acquisition

of Latin Resources by Pilbara Minerals LTD (ASX:

PLS) in March 2025.

Kehler – Director

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of Commerce (“CIBC”), including Vice Chairman of CIBC World Markets Corp.

Kehler currently serves on the Boards

of Directors of Portman Ridge Finance Corporation (formerly KCAP Financial Inc.) and Celularity, Inc.

Within the last five years,

he has served a director of Inviva Inc.,

Security First Corp.

and Graphene Frontiers, LLC.

He holds a bachelor’s degree from the

Wharton School of the University of Pennsylvania.

Kehler currently serves on the Board of

Directors of BCP Investment Corporation (formerly Portman Ridge Finance Corporation).

Within the last five years, he has served

a director of Celularity Inc.

and El Pollo Loco Holdings, Inc.

He holds a bachelor’s degree from the Wharton School of the University

of Pennsylvania.

Maselli – Director

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Incorporated.

Since 2010, Mr.

Maselli served on the board of directors of El Pollo Loco Holdings from 2010 to 2024, and he served as their Chairman

of the Board from 2011 to 2023.

Maselli served on the board of directors of El Pollo Loco Holdings from 2010 to 2024, and he served as their Chairman of the

Board from 2011 to 2023.

He served on the board of ChanceLight, Inc.

(f/k/a Educational Services of America, Inc.)

From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and also served on the board of

managers of its predecessor company beginning in 2003.

(f/k/a Educational Services of America, Inc.) until

From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and also served on the board of managers

of its predecessor company beginning in 2003.

Additionally, Mr.

Maselli served on the board of directors of Standard

Steel, LLC, and was director as well as Chairman of the Board of CB Holding Corp.

Maselli received an MBA with distinction

from The A.B.

Maselli served on the board of directors of Standard Steel, LLC,

and was director as well as Chairman of the Board of CB Holding Corp.

Maselli received an MBA with distinction from The A.B.

Freeman School at Tulane University and a bachelor’s degree in economics from the University of Colorado.

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Reporting Issuer (or equivalent)

Premier Bancorp

Advanced Alloys Corp.

Bullfrog Gold

IBC Advanced Alloys Corp.

Latin Resources

Pollo Loco Holdings, Inc.

Ridge Finance Corporation

BCP Investment Corporation

Acquisition Corp.

Pollo Loco Holdings, Inc.

El Pollo Loco Holdings, Inc.

director or executive officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest

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Trading Policy

Board has also adopted an insider trading policy (the “Insider Trading Policy”) to help ensure, among other things:

(i) that persons to whom the policy applies understand their obligations to preserve the confidentiality of

“Material Nonpublic

have insider trading policies and procedures, as described below, applicable to our directors, officers, and employees, and have

implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws,

rules, and regulations, and the Nasdaq listing standards.

Board has adopted an insider trading policy (the “Insider Trading Policy”) to help ensure, among other things:

that persons to whom the policy applies understand their obligations to preserve the confidentiality of “Material Nonpublic

Information” (as defined in the Insider Trading Policy);

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Committee and Audit Committee Financial Experts

Audit Committee is currently comprised of Nilsa Guerrero-Mahon, Michael J.

Morris, and Michael Maselli, all of whom are independent

Our Board has determined that each of the three members are audit committee financial experts, as defined by the rules

Further, all Audit Committee members are financially literate as defined in NI 52-110.

The Audit Committee was established

in accordance with Section 3(a)(58)(A) of the Exchange Act.

Audit Committee is currently comprised of Anthony W.

Fulton, Nilsa Guerrero-Mahon, Dean Kehler, and Michael Maselli, all of whom

are independent directors.

Our Board has determined that each of Ms.

Guerrero-Mahon and Messrs.

Kehler and Maselli are audit committee

financial experts, as defined by the rules of the SEC.

Further, all Audit Committee members are financially literate as defined

in NI 52-110.

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Exchange Act.

following table sets out the compensation for the fiscal years ended June 30, 2025 and 2024 for the individual who served as the

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2025 Summary Compensation Table

Name and Principal

Name and Principal Position

Smith, Chief Executive Officer, President (2)

Honan, Chief Operating Officer

Shah, Chief Financial Officer and Corporate Secretary

the grant date fair value of the stock options (“Options”) granted during the reported fiscal years.

2024 grants consisted of 375,000 Options for Mr.

Scott Honan, Chief Operating Officer

Neal Shah, Chief Financial Officer and Corporate Secretary

Reflects the grant

date fair value of the Options granted during the reported fiscal years.

Fiscal year 2025 grants consisted of 150,000 Options

Smith and 100,000 Options for each of Messrs.

Honan and Shah, in

each case at an exercise price of $2.99 per share.

Fiscal year 2023 grants consisted of 70,000 Options for Mr.

and 40,000 Options for each of Messrs.

Honan and Shah, in each case at an exercise price of $1.40 per share.

date fair values were computed in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these

amounts are described in Note 11 in the Company’s consolidated financial statements included in this Annual

Report on Form 10-K.

These Options were fully vested on the grant date and generally remain exercisable until a

period of three or five years after the grant date.

amounts were paid to 76 Resources, LLC, an entity controlled by Mr.

Smith, as further described below under “Employment

Agreements and Severance Arrangements.”

Grant date fair values were computed in accordance with FASB ASC Topic 718.

Assumptions used in the calculation of these amounts

are described in Note 10b in the Company’s consolidated financial statements included in this Annual Report on Form

These Options were fully vested on the grant date (December 23, 2024) and generally remain exercisable for a period

of five years after the grant date.

Disclosed amounts

were paid to 76 Resources, LLC, an entity controlled by Mr.

Smith, as further described below under “Employment Agreements

and Severance Arrangements.”

Disclosure to Summary Compensation Table

Company’s Compensation Committee determines the amount of compensation for the Company’s executives, which is designed

to reflect the need to provide incentives and compensation for the time and effort expended by the executives while taking into

account the financial and other resources of the Company.

The Compensation Committee has the authority to engage and compensate,

at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including

compensation consultants and advisers), and generally utilized information provided by Insperity PEO Services LP (“Insperity”),

the Company’s Professional Employer Organization, in February 2023, to assess employee salaries relative to industry and

market peers and engaged Bedford Resources Inc.

(“Bedford”) in November 2023 to provide competitive data in executive

compensation.

The Company has assessed the independence of both Insperity and Bedford, and has found no conflicts of interest raised by

Company’s Compensation and Organization Committee of the Board (the “Compensation Committee”) generally determines

the amount of compensation for the Company’s executives, which is designed to reflect the need to provide incentives and

compensation for the time and effort expended by the executives while taking into account the financial and other resources of

The Compensation Committee has the authority to engage and compensate, at the expense of the Company, any outside

advisor that it determines to be necessary to permit it to carry out its duties (including compensation consultants and advisors).

For fiscal year 2025, however, the Compensation Committee did not engage any such advisors in connection with its activities.

The Company has also determined that none of its compensation policies and practices creates any risks that are reasonably likely

to have a material adverse effect on the Company.

Program Design

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between reasonable current compensation and longer-term compensation tied to performance of the Company as a whole.

fiscal year 2025, the Compensation Committee did not establish a formal set of benchmarks or performance criteria to be met by

the Company’s named executive officers;

rather, the members of the Compensation Committee used their own subjective assessments

of the level of success of the Company to determine, collectively, whether or not the named executive officers had successfully

achieved the Company’s business plan and strategy and the degree to which they performed in that regard.

The Compensation

Committee has not established a formal set of benchmarks or performance criteria to be met by the Company’s named executive

rather, the members of the Compensation Committee use the information provided by Insperity and Bedford, and their own

subjective assessments of the level of success of the Company to determine, collectively, whether or not the named executive officers

are successfully achieving the Company’s business plan and strategy and the degree to which they have performed in that regard.

The Compensation Committee has not established any set or formal formula for determining named executive officer compensation,

either as to the amount thereof or the specific mix of compensation elements, and compensation (and adjustments from time to time)

is set through informal discussions at the Compensation Committee level.

Committee also has not established any pre-determined formula for determining named executive officer compensation, either as

to the amount thereof or the specific mix of compensation elements.

Instead, compensation (and adjustments from time to time)

is set through discussions and subjective assessments at the Compensation Committee level.

Elements of Named Executive Officer Compensation

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direct input from the Compensation Committee) and are subsequently reviewed each fiscal year to determine if adjustments are required.

For fiscal year 2025, no changes were made to the named executive officers’ base salary or consulting fees levels from those

in effect for fiscal year 2024.

Board has discretion, where deemed appropriate and financially affordable for the Company, to grant a cash bonus to a named executive

officer based on the performance of both the individual named executive officer and the Company.

No cash bonuses were approved

or paid for the named executive officers for fiscal year 2024.

officer based on the performance of both the individual named executive officer and the

No cash bonuses were contemplated,

approved, or paid for the named executive officers for fiscal year 2025.

incentive portion of each named executive officer’s compensation package consists primarily of Options awarded under the

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of senior management of the Company with the longer-term interests of the shareholders of the Company.

2017 Amended Long-Term Incentive Plan is administered by the Compensation Committee, and is intended to advance the interests

of the Company through the motivation, attraction and retention of officers and other key employees, directors and consultants

2017 Amended Long-Term Incentive Plan is administered by the Board or Compensation Committee, and is intended to advance the interests

of the Company through the attraction, motivation, and retention of officers and other key employees, directors and consultants

of the Company and affiliates of the Company and to secure for the Company and its shareholders the benefits inherent in the ownership

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Grants of Options under the 2017 Amended Long-Term Incentive Plan are proposed and recommended by the CEO and reviewed

by the Compensation Committee, or are proposed by the Compensation Committee.

The Compensation Committee can approve, modify,

or reject any proposed grants, in whole or in part.

In general, the allocation of available Options among the eligible participants

in the 2017 Amended Long-Term Incentive Plan is on an ad hoc basis, and there is no set formula for allocating available Options,

nor is there any fixed benchmark or performance criteria to be achieved in order to receive an award of or vest in Options.

Compensation Committee does not consider the accounting value of any such Option grants in determining the number of Options to

award to any individual, as any such “value” is an accounting measure that is not relevant to incentivizing the individual.

The timing of the grants of Options is determined by the Compensation Committee, and there is no regular interval for the awarding

of Option grants.

by the Board or Compensation Committee, or are proposed by the Board or Compensation Committee.

The Board or Compensation Committee

can approve, modify, or reject any proposed grants, in whole or in part.

In general, the allocation of available Options among

the eligible participants in the 2017 Amended Long-Term Incentive Plan is on an ad hoc basis, and there is no set formula for

allocating available Options, nor is there any fixed benchmark or performance criteria to be achieved in order to receive an award

of or vest in Options.

Board or Compensation Committee does not consider the accounting value of any such Option grants in determining the number of

Options to award to any individual, as any such “value” is an accounting measure that is not relevant to incentivizing

the individual.

The timing of the grants of Options is determined by the Board or Compensation Committee, and there is no regular

interval for the awarding of Option grants.

In general, a higher level of responsibility will result in a larger grant of Options.

Because the number of

Options available is limited, in general, the Compensation Committee aims to have individuals at what it subjectively considers

to be the same levels of responsibility holding equivalent numbers of Options, with additional grants being allocated for individuals

who the Compensation Committee believes are in a position to more directly affect the success of the Company through their efforts.

Compensation Committee looks at the overall number of Options held by an individual (plus the exercise prices and remaining terms

of existing Options and whether any previously granted Options have expired out of the money or were exercised) and takes such

information into consideration when reviewing proposed new grants.

After considering the CEO’s recommendations, if any,

and the foregoing factors, the resulting proposed Option grant is then submitted to the Board for final approval.

the fiscal year ended June 30, 2024, the Compensation Committee approved all recommendations for the grant of Options proposed

by management, and the named executive officers were granted the following number of Options effective February 15, 2024, each

with an exercise price per share of $2.99 per share:

Because the number of Options available is limited, in general, the Board or Compensation Committee aims to have individuals at

what it subjectively considers to be the same levels of responsibility holding equivalent numbers of Options, with additional

grants being allocated for individuals who the Board or Compensation Committee believes are in a position to more directly affect

the success of the Company through their efforts.

Board or Compensation Committee looks at the overall number of Options held by an individual (plus the exercise prices and remaining

terms of existing Options and whether any previously granted Options have expired out of the money or were exercised) and takes

such information into consideration when reviewing proposed new grants.

After considering the CEO’s recommendations, if

any, and the foregoing factors, the resulting proposed Option grant is then submitted to the Board for final approval.

the fiscal year ended June 30, 2025, the Board or Compensation Committee approved all recommendations for the grant of Options

proposed by management, and the named executive officers were granted the following number of Options effective December 23, 2024,

each with an exercise price per share of $1.40 per share:

Smith, 150,000 Options;

Honan, 100,000 Options;

Shah, 250,000

These Options were fully vested and exercisable on the grant date and generally remain exercisable until five years after

the grant date.

March 28, 2024, the Board approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95

and C$9.52, under which the option to exercise in C$ was removed.

No other terms or conditions were amended by the Board.

100,000 Options.

These Options were fully vested and exercisable on the grant date and generally remain exercisable until five

years after the grant date.

Agreements and Severance Arrangements

Company and KMSmith, LLC (“KMSmith”), an entity controlled by Mark A.

Smith, entered into a Consulting Agreement effective

September 23, 2013 (as amended, the “Smith Agreement”).

On August 31, 2020, the Company, KMSmith and 76 Resources,

Inc., an entity controlled by Mr.

Smith, entered into a Contract Assignment and Novation Agreement, pursuant to which KMSmith

assigned all of its rights under the Smith Agreement to 76 Resources, Inc.

and 76 Resources, Inc.

assumed all of KMSmith’s

obligations under the Smith Agreement by novation.

On August 1, 2021, the Company, 76 Resources, Inc.

and 76 Resources, LLC, an

entity controlled by Mr.

Smith, entered into a Contract Assignment and Novation Agreement, pursuant to which 76 Resources, Inc.

assigned all of its rights under the Smith Agreement to 76 Resources, LLC and 76 Resources, LLC assumed all of 76 Resources, Inc.’s

obligations under the Smith Agreement by novation.

Under the terms of the Smith Agreement, 76 Resources, LLC (as ultimate successor

in interest to KMSmith), through Mr.

Smith, performs the duties and responsibilities of the CEO of the Company and related services,

for an indefinite term at a base rate of $325,000 per year, generally payable in equal monthly installments of $27,083.

and incentive payments are payable at the discretion of the Board.

Smith is eligible to receive Options under the 2017 Amended

Long-Term Incentive Plan, as determined by the Board.

Regarding Mr.

Company is currently a party to a Consulting Agreement with 76 Resources, LLC (an entity controlled by Mr.

Smith) under which

(as currently in effect, the “Smith Agreement”) 76 Resources, LLC, through Mr.

Smith, performs the duties and responsibilities

of the CEO of the Company and related services, for an indefinite term at a base rate of $325,000 per year as of June 30, 2025, generally payable in equal semi-monthly installments of $13,542.

Any bonuses and incentive payments are payable at the discretion of the Board.

Smith is eligible

to receive Options under the 2017 Amended Long-Term Incentive Plan, as determined by the Board.

Company may terminate the Smith Agreement at any time without notice or payment if (1) 76 Resources, LLC commits a material breach

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would have been entitled to a payment of $375,000.

Regarding Messrs.

Shah and Honan

previously disclosed, on September 25, 2022, in connection with our entry into the Business Combination Agreement, Messrs.

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Employment Agreement for Mr.

Shah provides for an initial annual base salary of $220,000 per year, and Mr.

Shah provided for an initial annual base salary of $220,000 per year, and Mr.

Honan’s Employment

Agreement provides for an initial annual base salary of $260,000 per year.

Agreement provided for an initial annual base salary of $260,000 per year.

The annual base salary rates for the Covered Officers

will be reviewed at least annually for potential increases.

As described above, the base salary rates of Messrs.

Shah and Honan

were increased in fiscal 2023 to $250,000 for Mr.

are reviewed at least annually for potential increases.

The base salary rates of Messrs.

Shah and Honan were increased in fiscal

2023 to $250,000 for Mr.

Shah and $280,000 for Mr.

The Employment Agreements also provide each

of the Covered Officers with eligibility to participate in (1) any annual cash bonus plan and/or any long-term incentive compensation

plan as may be established by the U.S.

Affiliate or its affiliates, and (2) any employee benefit plan, program, or policy of the

Affiliate or its affiliates as may be in effect for senior executives of the U.S.

There were no increases in base salary rates for fiscal 2024 or 2025.

The Employment Agreements also provide each of the Covered Officers with eligibility to participate in (1) any annual cash bonus

plan and/or any long-term incentive compensation plan as may be established by the U.S.

Affiliate or its affiliates, and (2) any

employee benefit plan, program, or policy of the U.S.

Affiliate or its affiliates as may be in effect for senior executives of

Affiliate or its affiliates generally.

The Employment Agreements also include the following additional features:

(1) severance benefits upon certain qualifying terminations

of employment, consisting of:

(a) for a qualifying termination of the Covered Officer’s employment by the U.S.

without Cause (as such term is defined in the Employment Agreements) that does not occur within two years after a Change in Control

Affiliate (as defined in the Employment Agreements), certain accrued obligations, plus 12 months of salary continuation,

and (b) for a qualifying termination of the Covered Officer’s employment by the U.S.

Affiliate without Cause or by the Covered

Officer for Good Reason (as such term is defined in the Employment Agreements) that occurs within two years after a Change in

Control (a “Change in Control Termination”), certain accrued obligations, and a lump sum cash amount equal to two

times the Covered Officer’s annual base salary as in effect at the time of such termination;

and (2) a requirement that

each Covered Executive execute a customary release of claims in favor of the U.S.

severance benefits upon certain qualifying terminations of employment, consisting of:

(a) for a qualifying termination of the

Covered Officer’s employment by the U.S.

Affiliate without Cause (as such term is defined in the Employment Agreements)

that does not occur within two years after a Change in Control of the U.S.

Affiliate (as defined in the Employment Agreements),

certain accrued obligations, plus 12 months of salary continuation, and (b) for a qualifying termination of the Covered Officer’s

employment by the U.S.

Affiliate without Cause or by the Covered Officer for Good Reason (as such term is defined in the Employment

Agreements) that occurs within two years after a Change in Control (a “Change in Control Termination”), certain accrued

obligations, and a lump sum cash amount equal to two times the Covered Officer’s annual base salary as in effect at the

time of such termination;

requirement that each Covered Executive execute a customary release of claims in favor of

Affiliate to receive severance compensation.

In connection

with the Covered Officers entering into the Employment Agreements each Covered Officer also entered into a restrictive

covenant agreement (a “Restrictive Covenant Agreement”).

The Restrictive Covenant Agreements include customary restrictive

covenants, including non-competition and non-solicitation obligations that remain in effect both during the employment term and

for one year following termination of the Covered Officer’s employment other than a Change in Control Termination (in which

case the period will be two years following such Change in Control Termination), as well as other customary restrictive covenants,

such as confidentiality provisions.

In connection with the Covered Officers entering into the Employment Agreements

each Covered Officer also entered into a restrictive covenant agreement (a “Restrictive Covenant Agreement”).

Restrictive Covenant Agreements include customary restrictive covenants, including non-competition and non-solicitation obligations

that remain in effect both during the employment term and for one year following termination of the Covered Officer’s employment

other than a Change in Control Termination (in which case the period will be two years following such Change in Control Termination),

as well as other customary restrictive covenants, such as confidentiality provisions.

Options Under the 2017 Amended Long-Term Incentive Plan

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Equity Awards at 2025 Fiscal Year-End

Option Awards

Unexercisable

exercise price based on a spot exchange rate of C$1.3687 to US$1.00 on June 30, 2024.

Plan Benefits

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and Change of Control Benefits

as described above, the Company has not entered into any plans or arrangements in respect of remuneration received or that may

be received by the named executive officers in respect of compensating such officers or directors in the event of a change of

control, termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities

following a change of control.

Options are generally subject to clawback provisions, and provide for post-employment exercise

periods, pursuant to the terms of such awards and the 2017 Amended Long-Term Incentive Plan.

as described above, the Company is not a party to any plans or arrangements regarding the named executive officers under which

they may receive enhanced or incremental compensation or benefits in the event of a change of control, termination of employment

(as a result of resignation, retirement, change of control, etc.) or a change in responsibilities following a change of control.

Options are generally subject to clawback provisions, and provide for post-employment exercise periods, pursuant to the terms

of such awards and the 2017 Amended Long-Term Incentive Plan.

Related to the Grant of Equity Awards

our policies and practices, the approval of Options (including any Option grants to our named executive officers and

directors) is typically provided at a Board or Compensation Committee meeting or via unanimous written action on the part of the Board or Compensation

Committee, but such grants are not generally made on any kind of predetermined, regular schedule.

Instead, as noted above, our

award recipients (including the named executive officers and directors) generally receive annual grants of fully-vested and exercisable

Options at various times each year, including as recommended by the CEO to the Board or Compensation Committee.

Board or Compensation Committee

meetings or written actions to approve such grants are scheduled on an ad hoc, as-needed basis, generally prompted by a determination

by the Board or Compensation Committee that such grants should be made (or a request by management or the Board that such grants be made).

These grants are then made effective at the meeting at which the grants are so approved.

The Board or Compensation Committee typically

fixes the grant schedule for such awards when they are approved at such meetings or through written action.

Generally, award values

to be utilized for such awards are determined shortly before or as of the grant date based upon the closing share price on the

business day preceding the grant.

These values and other information are then used in determining the number of Options to be

awarded to recipients, but values are not modified to reflect any subsequent increase or decrease in value of our stock between

the end of the preceding business day and the effective date of the grant.

equity grant approach is used by the Board or Compensation Committee in order to best help ensure the grants are made only during an open

window, and after the release of the Company’s material non-public information regarding its most recently-completed fiscal

Including for grants made during fiscal year 2025, we do not time the disclosure of material non-public information for

purposes of affecting the value of executive compensation, and we do not make any grants while in the possession of material non-public

fiscal year 2025, we did not grant Options (or similar awards) to any of our named executive officers during the period beginning

four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K,

or the filing or furnishing of any Company Form 8-K, that disclosed any material non-public information.

2025 Director Compensation

of the directors serving on the Board (Mark A.

of the directors serving on the Board (Mr.

Smith) is also a named executive officer.

For a description of the compensation

Smith, see “Fiscal 2024 Summary Compensation Table” above.

For a description of the compensation paid

Smith, see “Fiscal 2025 Summary Compensation Table” and the accompanying narrative provided above.

following table sets forth all compensation the Company granted to our directors, other than Mr.

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June 30, 2025:

Earned or Paid in Cash

Other Compensation

Guerrero-Mahon

Castner Wightman (2)

Reflects the grant date fair value of Options granted during the 2024 fiscal year, consisting of 75,000 Options each for Mr.

Morris, and Ms.

Fees Earned or Paid in Cash

Option Awards

All Other Compensation

Nilsa Guerrero-Mahon

the grant date fair value of Options granted during the 2025 fiscal year, consisting of 75,000 Options each for Mr.

Guerrero-Mahon, and 50,000 Options each for Messrs.

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Assumptions used in the calculation of these amounts

are described in Note 11 in the Company’s consolidated financial statements included in this Annual Report on Form 10-K.

These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

Wightman served as a member of the Board until January

19, 2024, and did not receive a grant of Options during the 2024 fiscal year.

are described in Note 10b in the Company’s consolidated financial statements included in this Annual Report on Form

These Options were fully vested on the grant date (December 23, 2024) and generally remain exercisable until five years

after the grant date.

the fiscal year ended June 30, 2025, the directors of the Company did not receive any cash fees for serving on the Board.

directors of the Company have no standard compensation arrangements, or any other arrangements, with the Company, except as herein

Option grants are determined by the Compensation and Organization Committee of the Board (the “Compensation Committee”)

on a discretionary basis each year.

Executive officers of the Company who also act as directors of the Company do not receive

any additional compensation for services rendered in such capacity.

Option grants are determined by the Board or Compensation

Committee on a discretionary basis each year.

Executive officers of

the Company who also act as directors of the Company do not receive any additional compensation for services rendered in such

See “Fiscal 2025 Summary Compensation Table” above.

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fiscal 2025 was as follows:

Beling, 117,500 Options;

Morris, 200,000 Options;

Guerrero-Mahon 195,000 Options;

Oliver, 140,000 Options;

Beling, 140,000 Options;

Kehler, 100,000 Options;

Maselli, 100,000 Options;

Oliver, 140,000 Options.

As of June 30, 2025, all the above Options

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Under the 2017

Amended Long-Term Incentive Plan, the Board may in its discretion from time-to-time grant stock options, share units (in the form

of restricted share units (“RSUs”) and performance share units (“PSUs”)) and dividend equivalents to non-employee

Amended Long-Term Incentive Plan, the Board may in its discretion from time-to-time grant Options, share units (in the form of

restricted share units (“RSUs”) and performance share units (“PSUs”)) and dividend equivalents to non-employee

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

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maximum number of Common Shares (1) issued to insiders (for purposes of the Toronto Stock Exchange Company Manual) within any

one-year period and (2) issuable to insiders at any time, under the 2017 Amended Long-Term

Incentive Plan, or when combined with

one-year period and (2) issuable to insiders at any time, under the 2017 Amended Long-Term Incentive Plan, or when combined with

the Company’s other security-based compensation arrangements, will not exceed 10% of the number of the then issued and outstanding

Common Shares.

following table presents the burn rates for the 2017 Amended Long-Term Incentive Plan since inception:

following table presents the burn rates for the 2017 Amended Long-Term Incentive Plan for the three most recent fiscal years:

Ending June 30,

Number of awards

Weighted average number of Common

Shares outstanding

Number of awards granted

Weighted average number of Common Shares outstanding

fiscal year 2023, the Company completed a 10-for-1 reverse stock split (the “Reverse Stock Split”).

of comparability across fiscal years in this table, amounts in these columns with respect to fiscal years prior to 2023 represent

the original amounts adjusted to reflect the Reverse Stock Split.

With respect to the number of awards granted in fiscal 2023,

any actual grants made prior to the Reverse Stock Split have also been adjusted.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth the beneficial ownership of Common Shares of NioCorp for the following:

(1) each person who is known

by NioCorp to beneficially own more than 5% of the outstanding shares of NioCorp’s Common Shares;

(2) each of the named

executive officers (as defined in the “Fiscal 2024 Summary Compensation Table,” above);

(3) each of NioCorp’s

following table sets forth the beneficial ownership of Common Shares of NioCorp as of

September 11, 2025 (except where otherwise indicated), for the following:

(1) each person who is known by NioCorp to beneficially own more than 5% of the outstanding shares of NioCorp’s Common Shares;

(2) each of the named executive officers (as defined in the “Fiscal 2025 Summary Compensation Table,” above);

each of NioCorp’s directors;

and (4) all directors and executive officers of NioCorp as a group.

Beneficial ownership

of Common Shares in the table below is determined in accordance with the rules of the SEC and includes voting or investment power

with respect to the Common Shares.

ownership of Common Shares in the table below is determined in accordance with the rules of the SEC and includes voting or investment

power with respect to the Common Shares.

Common Shares that may be acquired by an individual or group within 60 days of September

2024, pursuant to the exercise of options to purchase Common Shares (“Options”), the exercise of Common Share purchase

warrants (“Warrants”) or the exchange of shares of Class B common stock of ECRC (formerly known as GXII), are deemed

to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding

for the purpose of computing the percentage ownership of any other person shown in the table.

Percentage of ownership is based

on 38,660,244 Common Shares outstanding as of September 20, 2024.

Unless otherwise noted in the table below, Options vested at the

11, 2025, pursuant to the exercise of Options, the exercise of Warrants, or the exchange of shares of Class B common stock

of ECRC (formerly known as GXII), are deemed to be outstanding for the purpose of computing the percentage ownership of such individual

or group but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown

Percentage of ownership is based on 77,757,089 Common Shares outstanding

as of September 11, 2025.

Unless otherwise noted in the table below, Options

vested at the grant date.

as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment

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Beneficial Owner

Common Shares

and Nature of Beneficial Ownership

of Common Shares

Smith, PE, Esq.

Ranch, Colorado, USA

Executive Officer, President, Executive Chairman and Director

Colorado, USA

Financial Officer and Corporate Secretary

Chief Executive

Officer, President, Executive Chairman and Director

Colorado, USA

Operating Officer

Chief Financial Officer

and Corporate Secretary

Colorado, USA

– External Affairs

Luis Obispo, California, USA

Chief Operating Officer

Junction, Colorado, USA

Nebraska, USA

Guerrero-Mahon

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Western Australia, Australia

current directors, executive officers and named executive officers as a group (11 persons)

Beach, Florida, USA

Lead Director

All current directors,

executive officers and named executive officers as a group (11 persons)

Kenneth Griffin

Miami, Florida, USA

Represents ownership of less than 1%.

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in accordance with Rule 13d-3 of the Exchange Act.

of September 20, 2024, Mr.

Smith beneficially owns 2,088,596 outstanding Common

In addition, Mr.

Smith beneficially owns 46,801 Common Shares issuable upon exercise

of 46,801 Warrants issued in connection with the December 2023 Private Placement.

addition, he beneficially owns 510,000 vested Options comprised of the following:

on December 17, 2021, Mr.

Smith was granted 65,000 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Smith beneficially owns 2,272,018 outstanding Common Shares.

In addition, he beneficially

owns 321,934 Common Shares issuable upon exercise of:

(i) 46,801 Warrants each exercisable

for one Common Share at a price of $3.54 until December 22, 2025;

(ii) 183,422 Warrants

each exercisable for one Common Share at a price of $1.75 until November 13, 2026;

(iii) 91,711 Warrants each exercisable for one Common Share at a price of $2.07 until

November 13, 2029.

He also beneficially owns 722,500 Common Shares issuable upon exercise

of vested Options comprised of the following:

(i) on March 27, 2023, Mr.

Smith was granted

70,000 Options for a period of three years at a price of $6.95 per Common Share, and

(iii) on February 15, 2024, Mr.

Smith was granted 375,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Shah beneficially owns 65,671 outstanding Common Shares.

In addition, Mr.

Shah beneficially owns 9,361 Common Shares issuable upon exercise of

9,361 Warrants issued in connection with the December 2023 Private Placement.

he beneficially owns 320,000 vested Options comprised of the following:

(i) on December

17, 2021, Mr.

Shah was granted 30,000 Options for a period of three years at a price

of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Shah was granted 40,000 Options

for a period of three years at a price of $6.95 per Common Share;

and (iii) on February

70,000 Options each exercisable for one Common Share for a period of three years at a

price of $6.95 per Common Share;

(ii) on February 15, 2024, Mr.

Smith was granted 375,000

Options each exercisable for one Common Share for a period of five years at a price of

(iii) on December 23, 2024, Mr.

Smith was granted 150,000 Options each exercisable

for one Common Shares for a period of five years at a price of $1.40;

and (iv) on August

18, 2025, Mr.

Shah was granted 250,000 Options for a period of five years at a price

of $2.99 per Common Share.

of September 20, 2024, Mr.

Smith was granted 375,000 Options each exercisable for One Common Share

for a period of five years at a price of $4.35 which will vest over a period of two years

with 34% having vested at this time.

Shah beneficially owns 65,671 outstanding Common Shares.

He beneficially owns 9,361 Common Shares issuable upon exercise of 9,361

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

In addition, he beneficially owns

475,000 Common Shares issuable upon exercise of vested Options comprised of the following:

(i) on March 27, 2023, Mr.

granted 40,000 Options each exercisable for one Common Share for a period of three years at a price of $6.95 per Common Share;

(ii) on February 15, 2024, Mr.

Shah was granted 250,000 Options each exercisable for one Common Share for a period of five years

at a price of

(iii) on December 23, 2024, Mr.

Shah was granted 100,000 Options each exercisable for one Common Share for a period of

five years at a price

and (iv) on August 18, 2025, Mr.

Shah was granted 250,000 Options each exercisable for One Common

Share for a period of five years at a price of $4.35 which will vest over a period of two years with 34% having vested at this

Honan beneficially owns 55,762 outstanding Common Shares.

In addition, he beneficially owns 320,000 vested Options comprised of the following:

(i) on December 17, 2021, Mr.

Honan was granted 30,000 Options for a period of three

years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Honan was granted

40,000 Options for a period of three years at a price of $6.95 per Common Share;

(iii) on February 15, 2024, Mr.

Honan was granted 250,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Sims beneficially owns 57,928 outstanding Common Shares

In addition, he beneficially owns 320,000 vested Options comprised of the following:

(i) on December 17, 2021, Mr.

Sims was granted 30,000 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Sims was granted

40,000 Options for a period of three years at a price of $6.95 per Common Share;

(iii) on February 15, 2024, Mr.

Sims was granted 250,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Morris beneficially owns 62,198 outstanding Common

He shares both voting and investment power with respect to 5,525 of such Common

Shares with his wife as the only trustees of the Michael

and Sandra Morris Trust.

addition, he beneficially owns 157,500 vested Options comprised of the following:

on December 17, 2021, Mr.

Morris was granted 32,500 Options for a period of three years

at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

Morris was granted

50,000 Options for a period of three years at a price of $6.95 per Common Share;

(iii) on February 15, 2024, Mr.

Morris was granted 75,000 Options for a period of five

years at a price of $2.99 per Common Share.

of September 20, 2024, Mr.

Beling beneficially owns 72,013 outstanding Common

In addition, he beneficially owns 117,500 vested Options comprised of the following:

(i) on December 17, 2021, Mr.

Beling was granted 27,500 Options for a period of three

years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Mr.

granted 40,000 Options for a period of three years at a price of $6.95 per Common Share;

and (iii) on February 15, 2024, Mr.

Behling was granted 50,000 Options for a period of

five years at a price of $2.99 per Common Share.

of September 20, 2024, Ms.

In addition, he beneficially

owns 475,000 Common Shares issuable upon exercise of vested Options comprised of the

(i) on March 27, 2023, Mr.

Honan was granted 40,000 Options each exercisable

for one Common Share for a period of three years at a price of $6.95 per Common Share;

(ii) on February 15, 2024, Mr.

Honan was granted 250,000 Options each exercisable for

one Common Share for a period of five years at a price of $2.99;

(iii) on December 23,

Honan was granted 100,000 Options each exercisable for one Common Share for

a period of five years at a price of $1.40;

and (iv) on August 18, 2025, Mr.

granted 250,000 Options each exercisable for One Common Share for a period of five years

at a price of $4.35 which will vest over a period of two years with 34% having vested

at this time.

Beling beneficially owns 72,013 outstanding Common Shares.

In addition, he beneficially

owns 157,000 Common Shares issuable upon exercise of vested Options comprised of the

(i) on March 27, 2023, Mr.

Beling was granted 40,000 Options each exercisable

for one Common Share for a period of three years at a price of $6.95 per Common Share;

(ii) on February 15, 2024, Mr.

Beling was granted 50,000 Options each exercisable for

one Common Share for a period of five years at a price of $2.99;

(iii) on December 23,

Beling was granted 50,000 Options each exercisable for one Common Share for

a period of five years at a price of $1.40;

and (iv) on August 18, 2025, Mr.

granted 50,000 Options each exercisable for One Common Share for a period of five years

at a price of $4.35 which will vest over a period of two years with 34% having vested

at this time.

Fulton beneficially owns 179,350 Common Shares.

He shares both voting and investment

power with respect to 2,276 of such Common Shares with members of his family.

he beneficially owns 54,859 Common Shares issuable upon exercise of 49,058 NioCorp Assumed

Warrants each exercisable for 1.11829212 Common Shares at a price of $11.50 until March

He also beneficially owns 17,000 Common Shares issuable upon exercise of vested

Options comprised of:

(i) on August 18, 2025, Mr.

Fulton was granted 50,000 Options each

exercisable for One Common Share for a period of five years at a price of $4.35 which

will vest over a period of two years with 34% having vested at this time.

He shares both

voting and investment power with respect to 12,335 Common Shares issuable upon exercise

of 11,032 of such NioCorp Assumed Warrants with members of his family.

Guerrero-Mahon beneficially owns 46,068 Common Shares.

In addition, she beneficially owns 150,000 vested Options comprised of the following:

(i) on December 17, 2021, Ms.

Guerrero-Mahon was granted 30,000 Options for a period

of three years at a price of C$13.60 per Common Share;

(ii) on March 27, 2023, Ms.

Guerrero-Mahon

was granted 45,000 Options for a period of three years at a price of $6.95 per Common

and (iii) on February 15, 2024, Ms.

In addition, she beneficially

owns 213,700 Common Shares issuable upon exercise of vested Options comprised of the

(i) on March 27, 2023, Ms.

Guerrero-Mahon was granted 45,000 Options each

exercisable for one Common Share for a period of three years at a price of $6.95 per

Common Share;

(ii) on February 15, 2024, Ms.

Guerrero-Mahon was granted 75,000 Options

for a period of five years at a price of $2.99 per Common Share.

As of September 20, 2024, Mr.

Kehler beneficially owns 78,003 Common Shares.

In addition, Mr.

Kehler beneficially owns 78,003 Common Shares issuable upon exercise of 78,003 Warrants issued in connection with the December 2023 Private Placement, and he beneficially owns 50,000 vested Options comprised of the following:

on February 15, 2024, Mr.

Kehler was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share.

In addition, Mr.

Kehler beneficially owns 1,441,290 Common Shares issuable upon the exchange of shares of Vested Shares.

He shares both voting and investment power with respect to 318,480 such Vested Shares with U.S.

Trust Company of Delaware, as co-trustee of the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated December 12, 2012 (the “Elizabeth Kehler Trust”).

In addition, Mr.

Kehler beneficially owns 1,853,073 Common Shares issuable upon exercise of 1,657,057 Private Warrants held by Mr.

Does not include Common Shares that may be issuable upon exchange of (i) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr.

Kehler that will vest when the volume-weighted average price of the Common Shares on the principal exchange of the Common Shares as reported by Bloomberg (“VWAP”) equals or exceeds approximately $12.00 per share for 20 of any 30 consecutive trading days during the period from March 17, 2023 to March 17, 2033 (such period, the “Earnout Share Period”) on any stock exchange on which the Common Shares are then trading (such Common Shares, the “Tranche I Earnout Shares”), (ii) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr.

Kehler that will vest when the VWAP of the Common Shares equals or exceeds approximately $15.00 per share for 20 of any 30 consecutive trading days during the Earnout Share Period on any stock exchange on which the Common Shares are then trading (such Common Shares, the “Tranche II Earnout Shares”), (iii) 118,284 Tranche I Earnout Shares held by the Elizabeth Kehler Trust and (iv) 118,284 Tranche II Earnout Shares held by the Elizabeth Kehler Trust.

As of September 20, 2024, Mr.

Maselli beneficially owns 323, 085 Common Shares issuable upon the exchange of Vested Shares.

In addition, he beneficially owns 50,000 vested Options comprised of the following:

on February 15, 2024, Mr.

Maselli was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share.

each exercisable for one Common Share for a period of five years at a price of $2.99;

(iii) on December 23, 2024, Ms.

Guerrero-Mahon was granted 75,000 Options each exercisable

for one Common Share for a period of five years at a price of $1.40;

and (iv) on August

18, 2025, Ms.

Guerrero-Mahon was granted 55,000 Options each exercisable for One Common

Share for a period of five years at a price of $4.35 which will vest over a period of

two years with 34% having vested at this time.

Kehler beneficially owns 134,580 Common Shares, and 1,441,290 Common Shares issuable

upon the exchange of Vested Shares (as defined herein).

He shares both voting and investment

power with respect to 318,470 of such Vested Shares with U.S.

Trust Company of Delaware,

as co-trustee of the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated

December 12, 2012 (the “Elizabeth Kehler Trust”).

In addition, he beneficially

owns 2,015,941 Common Shares issuable upon exercise of the following:

(i) 1,657,057 Private

Warrants (as defined herein) exercisable for an aggregate of up to 1,853,073 Common Shares

(ii) 78,003 Warrants each exercisable for one Common Share at a price

of $3.54 until December 22, 2025;

(iii) 56,577 Warrants each exercisable for one Common

Share at a price of $1.75 until November 13, 2026;

and (iv) 28,288 Warrants each exercisable

for one Common Share at a price of $2.07 until November 13, 2029.

He also beneficially

owns 117,000 Common Shares issuable upon exercise of vested Options comprised of the

(i) on February 15, 2024, Mr.

Kehler was granted 50,000 Options each exercisable

for one Common Share for a period of five years at a price of $2.99;

(ii) on December

23, 2024, Mr.

Kehler was granted 50,000 Options each exercisable for one Common Share

for a period of five years at a price of $1.40;

and (iii) on August 18, 2025, Mr.

was granted 50,000 Options each exercisable for One Common Share for a period of five

years at a price of $4.35 which will vest over a period of two years with 34% having

vested at this time.

The total does not include Common Shares that may be issuable upon

exchange of (i) 417,030 Tranche I Earnout Shares (as defined herein) held by Mr.

(ii) 417,030 Tranche II Earnout Shares (as defined herein) held by Mr.

Kehler, (iii)

118,284 Tranche I Earnout Shares held by the Elizabeth Kehler Trust;

and (iv) 118,284

Tranche II Earnout Shares held by the Elizabeth Kehler Trust.

Maselli beneficially owns 323,085 Common Shares.

In addition, Mr.

Maselli beneficially owns 215,150 Common Shares issuable upon exercise of 192,392 Private Warrants held by Mr.

Does not include Common Shares that may be issuable upon exchange of (i) 119,998 Tranche I Earnout Shares held by Mr.

Maselli beneficially owns 215,150 Common Shares issuable upon

exercise of 192,392 Private Warrants held by Mr.

He also beneficially owns 117,000 Common Shares issuable upon exercise

of vested Options comprised of the following:

(i) on February 15, 2024, Mr.

Maselli was granted 50,000 Options each exercisable

for one Common Share for a period of five years at a price of $2.99;

(ii) on December 23, 2024, Mr.

Maselli was granted 50,000

Options each exercisable for one Common Share for a period of five years at a price of $1.40 and (iii) on August 18, 2025, Mr.

Maselli was granted 50,000 Options each exercisable for One Common Share for a period of five years at a price of $4.35 which

will vest over a period of two years with 34%

having vested at this time.

The total does not include

Common Shares that may be issuable upon exchange of (i) 119,998 Tranche I Earnout Shares

Maselli and (ii) 119,998 Tranche II Earnout Shares held by Mr.

of September 20, 2024, Mr.

Oliver beneficially owns 140,000 vested Options comprised

of the following:

(i) on May 30, 2022, Mr.

Oliver was granted 50,000 Options for a period

of three years at a price of C$11.00;

and (ii) on March 27, 2023, Mr.

Oliver was granted

40,000 Options for a period of three years at a price of $6.95 per Common Share;

(iii) on February 15, 2024, Mr.

Oliver was granted 50,000 Options for a period of five

years at a price of $2.99 per Common Share.

reported by Cooper Road, LLC on a Schedule 13G filed with the SEC on December 18, 2023.

Cooper Road, LLC is controlled by Jay Bloom.

Oliver beneficially owns 160,400 Common Shares issuable upon exercise of vested Options

comprised of the following:

(i) on March 27, 2023, Mr.

Oliver was granted 40,000 Options

each exercisable for one Common Share for a period of three years at a price of $6.95

per Common Share;

(ii) on February 15, 2024, Mr.

Oliver was granted 50,000 Options each

exercisable for one Common Share for a period of five years at a price of $2.99;

on December 23, 2024, Mr.

Oliver was granted 50,000 Options each exercisable for one

Common Share for a period of five years at a price of $1.40 and (iv) on August 18, 2025,

Oliver was granted 60,000 Options each exercisable for One Common Share for a period

of five years at a price of $4.35 which will vest over a period of two years with 34%

having vested at this time.

reported by Kenneth Griffin on a Schedule 13G jointly filed with the SEC on July 25,

Griffin, Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings

LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel

Securities Group LP (“CALC4”) and Citadel Securities GP LLC (“CSGP”) with respect to

Common Shares owned by Citadel Multi-Strategy Equities (Ireland) Designated Activity

Company, an Ireland company (“CSMI”) and Citadel Securities.

Citadel Advisors is the

portfolio manager for CMSI.

CAH is the sole member of Citadel Advisors.

CGP is the general

partner of CAH.

CALC4 is the non-member manager of Citadel Securities.

CSGP is the general

partner of CALC4.

Griffin is the President and Chief Executive Officer of CGP, and

owns a controlling interest in CGP and CSGP.

COMPENSATION PLANS

5 unchanged sentences

were authorized for issuance as of June 30, 2025.

Compensation Plan Information

Equity Compensation Plan Information

Plan Category

Number of Securities

2 unchanged sentences

Warrants, and Rights

Weighted-Average

Weighted-Average Exercise Price of Outstanding

Options, Warrants,

Number of Securities Remaining

Available for Future Issuance Under

Equity Compensation Plans

(Excluding Securities Reflected in

Compensation Plans Approved by Security Holders (1)

1,310,764 (2)

Compensation Plans Not Approved by Security Holders

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Second Column)

Equity Compensation Plans Approved by Security Holders (1)

2,829,119 (2)

Options granted pursuant to the 2017 Amended Long-Term Incentive Plan.

the aggregate number of Common Shares reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan,

together with all other security-based compensation arrangements of the Company may not exceed 10% of the issued and outstanding

Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed

5% of the issued and outstanding Common Shares from time to time.

Common Shares subject to any grant (or any portion thereof)

that are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned, or otherwise terminated will again

be available for grant under the 2017 Amended Long-Term Incentive Plan.

of the date of this report there are:

(i) 2,455,500 outstanding securities awarded under the 2017 Amended Long-Term Incentive

Plan representing 6.35% of the Company’s currently issued and outstanding Common Shares;

and (ii) 1,410,524 remaining

securities available for grant representing 3.65% of the Company’s currently issued and outstanding Common Shares.

Performance Graph

The following

graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2019, to June 30, 2024, with

cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index:

Equity Compensation Plans Not Approved by Security Holders

Represents Options

granted pursuant to the 2017 Amended Long-Term Incentive Plan.

Generally, the aggregate

number of Common Shares reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan, together with

all other security-based compensation arrangements of the Company may not exceed 10% of the issued and outstanding Common

Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of

the issued and outstanding Common Shares from time to time.

Common Shares subject to any grant (or any portion thereof) that

are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned, or otherwise terminated will again be

available for grant under the 2017 Amended Long-Term Incentive Plan.

As of June 30, 2025, there were:

(i) 3,020,000 outstanding securities awarded under the 2017

Amended Long-Term Incentive Plan representing 5.16% of the Company’s

currently issued and outstanding Common Shares;

and (ii) 2,829,119 remaining securities

available for grant representing 4.84% of the Company’s currently issued

and outstanding Common Shares.

following graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2020, to June 30,

2025, with cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index:

the Company’s cumulative return for the five-year period ended below the range of returns for the two selected indices.

4 unchanged sentences

employees and effective April 1, 2023, the Compensation Committee approved a base rate average increase of 12% for all NioCorp

There were no salary increases granted during fiscal year 2024.

There were no salary increases granted during fiscal years 2025 or 2024.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

7 unchanged sentences

Smith is our Chief Executive Officer, President, Executive Chairman, and Director.

On January 16, 2017, the Company and Mr.

entered into a credit agreement (the “Smith Credit Agreement”) pursuant to which Mr.

Smith agreed to make available

to the Company a credit facility of initially up to $2,000,000.

On January 17, 2020, the Company entered into an amending agreement

to the Smith Credit Agreement, increasing the limit of the credit facility to $2,500,000 from the previous limit of $2,000,000.

On April 3, 2020, the Smith Credit Agreement was amended to increase the limit of the credit facility to $3,000,000 and on June

10, 2020, the Smith Credit Agreement was amended to increase the limit of the credit facility to $3,500,000.

In addition, on June

10, 2020, the maturity date for the Smith Credit Agreement was extended to December 15, 2020.

On December 14, 2020, the maturity

date for the Smith Credit Agreement was extended to December 15, 2021.

On December 13, 2021, the maturity date for the Smith Credit

Agreement was extended to June 30, 2022.

On June 29, 2022, the maturity date for the Smith Credit Agreement was extended to June

On February 28, 2023, the Smith Credit Agreement was amended to increase the borrowing limit to $4,000,000 from the

previous limit of $3,500,000.

The Company subsequently drew down $1,130,000, leaving an available balance under the Smith Credit

Agreement of $52,000.

largest aggregate amount of principal outstanding under the Smith Credit Agreement during the year ended June 30, 2023, was $3,130,000.

Principal repayments of $3,130,000 were made under the Smith Credit Agreement during the year ended June 30, 2023.

interest payments of $183,343 were paid under the Smith Credit Agreement during the year ended June 30, 2023, and $0 of interest

remained payable as of June 30, 2023.

As of June 30, 2023, all principal and accrued interest outstanding under the Smith Credit

Agreement had been repaid and the

Smith Credit Agreement expired on June 30, 2023.

Accounts payable and accrued liabilities as

of June 30, 2024, includes $28,250 of origination fees payable under the Smith Credit Agreement.

September 11, 2024, the Company and Mr.

Mark Smith entered into a Loan Agreement (the “Smith Loan Agreement”)

pursuant to which Mr.

Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to

$2,000,000 (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.

Smith 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.

Any outstanding balance on the Loan, including accrued interest, shall be immediately due and

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

occurrence of an event of default thereunder, (the “Due Date”).

The Company can repay

the Loan at any time without notice and without penalty, but any amount of principal or interest repaid by the Company prior

On September 11, 2024, the Company and Mr.

Smith entered into the Smith Loan Agreement pursuant to which Mr.

Smith agreed to make available to the Company a non-revolving,

multiple draw credit facility of up to $2,000,000.

The Smith Loan expired on June 30, 2025, was non-revolving, and amounts paid

back under the terms of the Smith Loan Agreement did not again become available for drawdowns at the request of the Company.

Company paid interest to Mr.

Smith on amounts outstanding under the Smith Loan at a rate equal to 10% per annum, calculated monthly

in arrears, through to the date of repayment of the Loan.

Smith also received an establishment fee equal to 2.5% of the amount

of each drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown.

Any outstanding balance

on the Loan, including accrued interest, were immediately due and payable by the Company on the earlier of the date of expiration

of the Smith Loan Agreement and the occurrence of an event of default thereunder (the “Due Date”).

The Company could

repay 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 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.

Amounts outstanding under the

Smith Loan Agreement were secured by all of the Company’s assets pursuant to a general security agreement between the Company

Smith, dated September 11, 2024.

of September 20, 2024, $33,000 had been borrowed under the Smith Loan Agreement.

The largest aggregate amount of principal

outstanding under the Smith Loan Agreement during the period ended September 20, 2024, was $33,000, and there have been

no loan repayments or interest repayments as of September 20, 2024.

Related Person Transactions Entered into in Connection with the 2023

The disclosure under Item

1, “ Business—Historical Development of the Business—The 2023 Transactions ,” is incorporated by reference

In connection with the Closing,

all of the shares of Class B common stock of ECRC were issued to the Sponsor in respect of shares of Class B common stock of GXII

that were originally issued to the Sponsor for $25,000 in the aggregate.

In connection with the Closing, the Sponsor distributed

all of the outstanding shares of Class B common stock of ECRC to its members, including Messrs.

Maselli and Kehler, for no additional

consideration, and such members joined the Sponsor Support Agreement and the Exchange Agreement, as parties thereto.

In connection with the Closing,

the Private Warrants and shares of Class B common stock of ECRC issued to the Sponsor were subsequently distributed by the Sponsor

to its members, including Messrs.

Maselli and Kehler, for no additional consideration, and such members joined the Sponsor Support

Agreement and the Exchange Agreement, as parties thereto.

The Sponsor acquired the shares of Class B common stock of GXII in respect

of which the shares of Class B common stock of ECRC were issued for $25,000 in the aggregate.

The Sponsor acquired the GXII Warrants

in respect of which the Private Warrants were issued in a private placement that occurred simultaneously with the closing of the

initial public offering of GXII at a purchase price of $1.50 per GXII Warrant.

Pursuant to the Business Combination

Agreement, at the Closing, NioCorp, ECRC, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties

thereto, including Messrs.

Maselli and Kehler (collectively, the “RRA Shareholders”), entered into the Amended and

Restated Registration Rights Agreement, dated March 17, 2023 (the “Registration Rights and Lockup Agreement”), pursuant

to which, among other things, NioCorp became obligated to file a shelf registration statement to register the resale of (i) outstanding

Common Shares, (ii) Common Shares exchangeable for the shares of Class B common stock of ECRC, (iii) Private Warrants and (iv)

Common Shares issuable upon exercise of the NioCorp Assumed Warrants, in each case, held by the RRA Shareholders immediately after

The Registration Rights and Lockup Agreement also provides the RRA Shareholders with certain “demand”

and “piggy-back” registration rights, subject to certain requirements and customary conditions, and provides for certain

“lock-up” restrictions on transfer by the RRA Shareholders of such securities held by them after the Closing.

The shares of Class B common stock of ECRC and Private Warrants beneficially owned by Messrs.

and Kehler, as disclosed under Item 12, “ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters ” above, have an aggregate market value of approximately $3.0 million and $0.2 million, respectively, based on

the closing price of the Common Shares of $1.72 and the closing price of the Public Warrants of $0.10 on Nasdaq on September 19,

Effective immediately upon

the Closing, the Board increased the size of the Board to nine members and appointed each of Messrs.

Maselli and Kehler to the

Maselli and Kehler served on the board of directors of GXII prior to the Closing.

Pursuant to the Business Combination

Agreement, the Company was required to cause two directors identified by GXII to become directors of the Company as of Closing,

and the Board appointed Messrs.

Maselli and Kehler to the Board pursuant to such requirement.

October 30, 2024, the Company borrowed a total of $504,000 under the Smith Loan and the largest aggregate amount of principal

outstanding under the Smith Loan Agreement during the period ended June 30, 2025, was $504,000.

The Company subsequently repaid

$508,200, representing the balance of the principal outstanding

under the Smith Loan plus accrued interest, and also repaid $40,850

related to loan origination fees payable.

As of June 30, 2025, there was no principal amount or accounts payable outstanding under

the Smith Loan.

2023 Private Placement

December 22, 2023, the Company closed a non-brokered private placement (the “December 2023 Private Placement”) and

issued an aggregate of 413,432 units of the Company (the “December 2023 Units”).

Each December 2023 Unit consisted

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

Each December 2023 Warrant is exercisable for

one Common Share at a price of $3.54 until December 22, 2025.

Certain of the Company’s officers and directors, including

Kehler, Smith and Shah, subscribed to purchase an aggregate of 138,845 December 2023 Units in the December 2023 Private

Each officer and director of the Company who subscribed to purchase December 2023 Units in the December 2023 Private

Placement paid a purchase price of $3.205 per unit (the “December 2023 Insider Unit Price”) upon the closing of the

December 2023 Private Placement.

Certain of the Company’s officers and directors, including Messrs.

Kehler, Smith and Shah, subscribed to purchase an aggregate of 138,845 December 2023 Units in the December 2023 Private Placement.

officer and director of the Company who subscribed to purchase December 2023 Units in the December 2023 Private Placement paid a purchase

price of US$3.205 per unit (the “Insider Unit Price”) upon the closing of the December 2023 Private Placement.

Unit Price included US$0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by officers and directors of the Company.

Kehler, Smith and Shah purchased 78,003 December 2023 Units, 46,801 December 2023 Units, and 9,361 December 2023 Units, respectively,

for aggregate purchase prices of $249,999.62, $149,997.21, and $30,002.01, respectively.

The remaining investors in the December 2023

Private Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase

an aggregate of 274,587 December 2023 Units at a purchase price per December 2023 Unit of US$3.08, which is equal to the consolidated

closing bid price for the Common Shares as reported by Nasdaq on December 13, 2023.

Gross proceeds to the Company from the December 2023

Private Placement were approximately US$1.29 million.

The December 2023 Insider Unit Price included $0.125 per December 2023 Warrant underlying each

December 2023 Unit purchased by officers and directors of the Company.

Kehler, Smith and Shah purchased 78,003 December

2023 Units, 46,801 December 2023 Units, and 9,361 December 2023 Units, respectively, for aggregate purchase prices of $249,999.62,

$149,997.21, and $30,002.01, respectively.

The remaining investors in the December 2023 Private Placement, who are not affiliated

with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase an aggregate of 274,587 December

2023 Units at a purchase price per December 2023 Unit of $3.08, which is equal to the consolidated closing bid price for the Common

Shares as reported by Nasdaq on December 13, 2023.

Gross proceeds to the Company from the December 2023 Private Placement were

approximately $1.29 million.

2024 Private Placement

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

issued an aggregate of 2,199,602 units of the Company (the “November 2024 Units”).

Each November 2024 Unit consists

of one Common Share, one Warrant (collectively, the “Series A Private Warrants”) to purchase one Common Share and

one-half of one Warrant to purchase one-half of one Common Share (the “Series B Private Warrants” and, together with

the Series A Private Warrants, the “November 2024 Private Warrants”).

Each Series A Private Warrant is exercisable

into one Common Share (a “Series A Warrant Share”) at an exercise price of $1.75 per Series A Warrant Share at any

time on or after the date of issuance until November 13, 2026.

Each Series B Private Warrant is exercisable into one Common Share

(a “Series B Warrant Share”) at an exercise price of $2.07 per Series B Warrant Share at any time beginning six months

and one day from the date of issuance until November 13, 2029.

Kehler and Smith subscribed to purchase an aggregate of

239,999 November 2024 Units in the November 2024 Private Placement and paid a purchase price of $1.7675 per November 2024 Unit

(the “November 2024 Insider Unit Price”) upon the closing of the November 2024 Private Placement.

The November 2024

Insider Unit Price included $0.125 per November 2024 Private Warrant underlying each November 2024 Unit purchased by directors

of the Company.

Kehler and Smith purchased 56,577 November 2024 Units and 183,422 November 2024 Units, respectively, for

aggregate purchase prices of approximately $100,000 and $324,198, respectively.

The remaining investors in the November 2024 Private

Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase

an aggregate of 1,959,603 November 2024 Units at a purchase price per November 2024 Unit of $1.57.

Gross proceeds to the Company

from the November 2024 Private Placement were approximately $3.5 million.

Approval or Ratification of Related Person Transactions

Other than as

described below, the Company does not currently have in place any specific policy or procedure in respect of the review, approval

or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K.

Sections 147-153 of the BCBCA set

out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with a resolution

in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose that interest

in writing to the corporation’s board of directors prior to the approval of such matter.

This procedure ensures that each

equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in such sale.

All loan transactions from directors and officers are typically subject to review and approval by the Board prior to acceptance

and are documented in the meeting minutes or resolutions related to same.

Under its charter, the Audit Committee is responsible

for reviewing and approving any related party transaction in advance of such transaction, unless the Chief Financial Officer or

General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, in which case the related

party transaction will be submitted to the Chair of the Audit Committee, who will have delegated authority to act between Audit

Committee meetings.

than as described below, the Company does not currently have in place any specific policy or procedure in respect of the review,

approval or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K.

Sections 147-153 of the

BCBCA set out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with

a resolution in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose

that interest in writing to the corporation’s board of directors prior to the approval of such matter.

This procedure ensures

that each equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in

All loan transactions from directors and officers are typically subject to review and approval by the Board prior to

acceptance and are documented in the meeting minutes or resolutions related to same.

Under its charter, the Audit Committee is

responsible for reviewing and approving any related party transaction in advance of such transaction, unless the

Chief Financial

Officer or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, in which case

the related party transaction will be submitted to the Chair of the Audit Committee, who will have delegated authority to act

between Audit Committee meetings.

Company’s Board consists of Messrs.

Smith, Morris, Beling, Oliver, Kehler, and Maselli and Ms.

Smith, Beling, Fulton, Oliver, Kehler, and Maselli and Ms.

Guerrero-Mahon.

4 unchanged sentences

Currently, Messrs.

Morris, Beling, Oliver, Kehler, and Maselli and Ms.

Beling, Fulton, Oliver, Kehler, and Maselli and Ms.

Guerrero-Mahon are considered independent

Morris, who served as a director of the Company during fiscal 2025, was previously determined by the

Board to be an independent director.

ACCOUNTANT FEES AND SERVICES

following table presents fees for professional services rendered by Deloitte & Touche LLP for the fiscal year ended June 30, 2024

and BDO USA, P.C.

for the fiscal year ended June 30, 2023 for the audit of the Company’s annual consolidated financial statements

and review of consolidated financial statements included in the Company’s filings and fees billed for other services rendered

by the firms during those periods.

Fiscal Year Ending

Audit-Related

Fees” include fees necessary to perform the annual audit and quarterly reviews

of the Company’s consolidated financial statements.

Audit Fees include fees for

review of tax provisions and for accounting consultations on matters reflected in the

consolidated financial statements.

Audit Fees also include audit or other attest services

required by legislation or regulation, such as comfort letters, consents, reviews of

securities filings and statutory audits.

(2) “Audit-Related

Fees” include services that are traditionally performed by the auditor.

These audit-related

services include employee benefit audits, due diligence assistance, accounting consultations

on proposed transactions, internal control reviews and audit or attest services not required

by legislation or regulation.

Fees” include fees for all tax services other than those included in “Audit

Fees” and “Audit-Related Fees.” This category includes fees for tax

compliance, tax planning and tax advice.

Tax planning and tax advice includes assistance

with tax audits and appeals, tax advice related to mergers and acquisitions, and requests

for rulings or technical advice from tax authorities.

For the financial years ended June

30, 2024 and 2023, these tax services included the preparation of Canadian and U.S.

and state tax returns and tax planning and tax advice services.

The following

table presents fees for professional services rendered by Deloitte & Touche LLP for the fiscal year ended June 30, 2025 and

Deloitte & Touche LLP and BDO USA, P.C.

for the fiscal year ended June 30, 2024 for the audit of the Company’s annual

consolidated financial statements and review of consolidated financial statements included in the Company’s filings and fees

billed for other services rendered by the firms during those periods.

Fiscal Year Ending June 30,

Audit Fees (1) ($)

Audit-Related Fees (2) ($)

Tax Fees (3) ($)

All Other Fees (4) ($)

(1) “Audit Fees” consist of fees billed, or to be billed, for professional services

rendered for the audit of our annual consolidated financial statements and reviews of our interim financial statements included

in quarterly reports and services normally provided by our independent registered public accounting firm in connection with statutory

(2) “Audit-Related Fees” consist of fees billed, or to be billed, related to agreed-upon

procedures and services, including for comfort letters, normally provided by our independent registered public accounting firm

in connection with debt offerings or regulatory filings.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit

Fees” and “Audit-Related Fees.” This category includes fees for tax compliance, tax planning, and tax advice.

Tax planning and tax advice include assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and

requests for rulings or technical advice from tax authorities.

For the financial year ended June 30, 2025, these tax services included

the preparation of Canadian and U.S.

federal and state tax returns and tax planning and tax advice services.

Other Fees” includes all other non-audit services.

policy of the Audit Committee has been to pre-approve all audit, audit-related and non-audit services performed by our

independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors.

the Audit Committee pre-approved all audit, audit-related and non-audit services performed by Deloitte & Touche LLP and

BDO and subsequently reviewed the actual fees and expenses paid for these services.

The Audit Committee has determined that

the fees paid to Deloitte & Touche LLP for services are compatible with maintaining Deloitte & Touche LLP’s

independence as our auditor.

All of the services provided during the year ended June 30, 2024, were approved by the Audit

Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents

are filed as a part of this report:

(a) Financial Statements

(1) The Consolidated Financial Statements, together with the reports thereon of Deloitte & Touche

LLP, dated September 20, 2024, and BDO USA, P.C., dated October 6, 2023, are included as part of Item 8, “Financial

Statements and Supplementary Data,” commencing on page 59 above.

policy of the Audit Committee has been to pre-approve all audit, audit-related and non-audit services performed by our independent

auditors and to subsequently review the actual fees and expenses paid to our independent auditors.

Accordingly, the Audit Committee

pre-approved all audit, audit-related and non-audit services performed by Deloitte & Touche LLP and BDO USA, P.C.

and subsequently reviewed

the actual fees and expenses paid for these services.

The Audit Committee has determined that the fees paid to Deloitte &

Touche LLP for services are compatible with maintaining Deloitte & Touche LLP’s independence as our auditor.

the services provided during the years ended June 30, 2025 and 2024, were approved by the Audit Committee pursuant to paragraph

(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

AND FINANCIAL STATEMENT SCHEDULES

following documents are filed as a part of this report:

Financial Statements

Consolidated Financial Statements, together with the report thereon of Deloitte &

Touche LLP, dated September 11, 2025

are included as part of Item 8, “Financial Statements and Supplementary Data,”

commencing on page 59 above.

Report of Independent Registered Public Accounting Firms

1 unchanged sentence

Denver, Colorado;

Report of Independent Registered Public Accounting Firms

(BDO USA, P.C.;

Spokane, Washington;

PCAOB ID#243)

Consolidated Balance Sheets

3 unchanged sentences

Notes to Consolidated Financial Statements

Business Combination Agreement, dated September 25, 2022, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and Big Red Merger Sub Ltd

Notice of Articles of NioCorp Developments Ltd., dated April 5, 2016

Articles of NioCorp Developments Ltd., as amended, effective as of January 27, 2015

Amendment to Articles, effective March 17, 2023

Convertible Security Funding Agreement, dated February 16, 2021, between the Company and Lind Global Asset Management III, LLC

Form of Lind III Warrant Certificate, in respect of the Lind III Warrants

Amendment #1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management III, LLC

Waiver and Consent Agreement, dated September 25, 2022, between NioCorp Developments Ltd.

Combination Agreement, dated September 25, 2022, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and Big Red

Merger Sub Ltd

of Articles of NioCorp Developments Ltd., dated April 5, 2016

of NioCorp Developments Ltd., as amended, effective as of January 27, 2015

to Articles, effective March 17, 2023

Security Funding Agreement, dated February 16, 2021, between the Company and Lind Global Asset Management III, LLC

#1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management

and Consent Agreement, dated September 25, 2022, between NioCorp Developments Ltd.

and Lind Global Asset Management III, LLC

Form of Lind Contingent Consent Warrants

Sponsor Support Agreement, dated as of September 25, 2022, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., GX Sponsor II LLC, in its capacity as a shareholder of GX Acquisition Corp.

Support Agreement, dated as of September 25, 2022, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., GX Sponsor

II LLC, in its capacity as a shareholder of GX Acquisition Corp.

II, and certain other shareholders of GX Acquisition Corp.

Joinder to Sponsor Support Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the Holders party thereto

Amended and Restated Registration Rights Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

to Sponsor Support Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the Holders party

and Restated Registration Rights Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition

II, GX Sponsor II LLC, certain holders of the common shares of the NioCorp Developments Ltd.

listed on Schedule 1 thereto, certain current and former stockholders of GX Acquisition Corp.

listed on Schedule 1 thereto,

certain current and former stockholders of GX Acquisition Corp.

II, and other persons and entities listed on Schedule 2 thereto

Registration Rights Agreement Joinder, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the parties listed on Schedule A thereto

Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

Rights Agreement Joinder, dated as of March 17, 2023, by and among NioCorp Developments Ltd.

and each of the parties listed

on Schedule A thereto

Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp.

II and GX Sponsor II LLC

Joinder to Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., Elk Creek Resources Corp (f/k/a GX Acquisition Corp.

to Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., Elk Creek Resources Corp (f/k/a

GX Acquisition Corp.

II) and each of the Holders party thereto

Warrant Agreement, dated March 17, 2021, by and between GX Acquisition Corp.

Agreement, dated March 17, 2021, by and between GX Acquisition Corp.

II and Continental Stock Transfer & Trust Company

Assignment, Assumption and Amendment Agreement, dated as of March 17, 2023, by and among GX Acquisition Corp.

II, NioCorp Developments Ltd., Continental Stock Transfer & Trust Company, as the existing Warrant Agent, and Computershare Inc.

and its affiliate Computershare Trust Company, N.A., as the successor Warrant Agent

Form of Warrant (included in Exhibit 4.13)

Securities Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and each of the investors listed on the Schedule of Buyers attached thereto

Amendment No.

1 to Securities Purchase Agreement, dated February 24, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

Form of Convertible Debenture (included in Exhibit 4.16)

Form of Financing Warrants (included in Exhibit 4.15)

Registration Rights Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

Assumption and Amendment Agreement, dated as of March 17, 2023, by and among GX Acquisition Corp.

II, NioCorp Developments

Ltd., Continental Stock Transfer & Trust Company, as the existing Warrant Agent, and Computershare Inc.

and its affiliate

Computershare Trust Company, N.A., as the successor Warrant Agent

of Warrant (included in Exhibit 4.12)

Rights Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

Form of Subscription Agreement in respect of units issued in September 2023

Form of Warrants issued in September 2023

of Subscription Agreement in respect of units issued in September 2023

of Warrants issued in September 2023

Form of Subscription Agreement in respect of units issued in December 2023

Form of Warrants issued in December 2023

Securities Purchase Agreement, dated as of April

11, 2024, by and between NioCorp Developments Ltd.

Securities Purchase Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

and Lind Global Fund II LP

Form of Unsecured Convertible Note (included

in Exhibit 4.24)

Form of Common Stock Purchase Warrant (included

in Exhibit 4.24)

Global Guaranty Agreement, dated as of April

11, 2024, by Elk Creek Resources Corporation and 0896800 B.C.

Registration Rights Agreement, dated as of April

11, 2024, by and between NioCorp Developments Ltd.

Form of Common Stock Purchase Warrant (included in Exhibit 4.19)

Global Guaranty Agreement, dated as of April 11, 2024, by Elk Creek Resources Corporation and 0896800 B.C.

Registration Rights Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

and Lind Global Fund II LP

Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and YA II PN, Ltd.

Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and Lind Global Fund II LP

Form of Subscription Agreement in respect of units issued in June 2024

Form of Warrants issued in June 2024

Description of Securities

NioCorp Developments Ltd.

Long Term Incentive Plan, effective as of November 9, 2017

Consulting Agreement, dated May 13, 2014, between the Company and KMSmith, LLC

Amendment to Contract, dated September 1, 2019, between the Company and KMSmith, LLC

Contract Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.

Contract Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc.

Underwriting Agreement, dated as of November 3, 2024, by and between NioCorp Developments Ltd.

and Maxim Group LLC

Warrant Agency Agreement, dated as of November 5, 2024, by and between NioCorp Developments Ltd., Computershare Inc.

and Computershare Trust Company, N.A.

Form of November 2024 Series A Public Warrant

Form of November 2024 Series B Public Warrant

Form of Subscription Agreement in respect of units issued in November 2024

Form of November 2024 Series A Private Warrant

Form of November 2024 Series B Private Warrant

Underwriting Agreement, dated as of January 29, 2025, by and between NioCorp Developments Ltd.

and Maxim Group LLC

Form of January 2025 Series A Warrant

Form of January 2025 Series B Warrant

Underwriting Agreement, dated as of April 17, 2025, by and between NioCorp Developments Ltd.

and Maxim Group LLC

Form of April 2025 Pre-Funded Warrant

of Securities

Agreement, dated May 13, 2014, between the Company and KMSmith, LLC

to Contract, dated September 1, 2019, between the Company and KMSmith, LLC

Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.

Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc.

and 76 Resources, LLC

Amendment to Contract, dated April 1, 2023, between the Company and 76 Resources, LLC

Offtake agreement, dated June 13, 2016, between the Company and CMC Cometals, a division of Commercial Metals Company

Amendment No.

to Contract, dated April 1, 2023, between the Company and 76 Resources, LLC

agreement, dated June 13, 2016, between the Company and CMC Cometals, a division of Commercial Metals Company

1 to Offtake Agreement, dated April 13, 2020, between the Company and Traxys North America LLC, as assignee

Offtake agreement with ThyssenKrupp Metallurgical Products GmbH

10.10(16)*, **

Woltemath 003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L.

agreement with ThyssenKrupp Metallurgical Products GmbH

003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L.

and Juanita E.

10.11(16)*, **

Woltemath 003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L.

003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L.

and Juanita E.

NioCorp Developments Ltd.

Long Term Incentive Plan, as amended

Standby Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

Woltemath 003J Second Extension to Option to

Purchase, dated December 9, 2024, between ECRC and Juanita E.

Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd.

and YA II PN, Ltd.

1 unchanged sentence

and YA II PN, Ltd.

Form of Director and Officer Indemnification Agreement

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Neal Shah

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Scott Honan

Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Jim Sims

Form of Restrictive Covenant Agreement

of Director and Officer Indemnification Agreement

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Neal Shah

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Scott Honan

Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Jim Sims

of Restrictive Covenant Agreement

NioCorp Developments Ltd.

Long-Term Incentive Plan, as amended

Agreement, dated as of September 11, 2024, between the Company and Mark Smith

Placement Agency Agreement, dated as of July 17, 2025, by and between NioCorp Developments Ltd.

and Maxim Group LLC

NioCorp Developments Ltd.

Insider Trading Policy

Subsidiaries of NioCorp Developments Ltd.

of NioCorp Developments Ltd.

Consent of Deloitte & Touche LLP

Consent of BDO USA, P.C.

Consent of Dahrouge Geological Consulting USA Ltd.

9 unchanged sentences

Consent of Scott Honan, M.Sc., SME-RM, NioCorp

Consent of Cementation

Consent of Dumas Contracting Ltd.

Consent of Mahmood Khwaja, P.E., CDM Smith

14 unchanged sentences

XBRL Taxonomy Extension – Presentations

Cover Page Interactive Data File (formatted as

Inline XBRL and contained in Exhibit 101)

Management compensation plan, arrangement or agreement.

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities and Exchange Commission upon request.

Certain exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.

Cover Page Interactive Data File (formatted

as Inline XBRL and contained in Exhibit 101)

Management compensation

plan, arrangement or agreement.

of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the

Securities and Exchange Commission upon request.

exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit will

be furnished to the Securities and Exchange Commission upon request.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on September

29, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on September 29, 2022 and

incorporated herein by reference.

Previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No.

377-01354) submitted to the SEC on July 26, 2016 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on March 17, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February 17, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 10-Q (File No.

000-55710) filed with the SEC on February 4, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-4 (Registration No.

333-268227) filed with the SEC on November 7, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

333-271268) filed with the SEC on April 14, 2023 and incorporated herein by reference.

Previously filed as an exhibit to Elk Creek Resources Corp.’s (f/k/a GX Acquisition Corp.

as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No.

377-01354) submitted to the

SEC on July 26, 2016 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on March 17,

2023 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February

17, 2021 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 10-Q (File No.

000-55710) filed with the SEC on February

4, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-4 (Registration No.

333-268227) filed with the SEC on

November 7, 2022 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

001-41655) filed with the SEC on September 23, 2024

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Registration Statement on Form S-3 (File No.

333-271268) filed with the SEC on April

14, 2023 and incorporated herein by reference.

Previously filed

as an exhibit to Elk Creek Resources Corp.’s (f/k/a GX Acquisition Corp.

II) Current Report on Form 8-K (File No.

filed with the SEC on March 22, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 27, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on February 24, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 1, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on December 20, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on April 12, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on June 24, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on November 13, 2017 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 16, 2020 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 8, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s

Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 on Form S-1 (File No.

333-271268) filed with the SEC on

August 22, 2023 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No.

333-213451) filed with the SEC on September 2, 2016 and incorporated herein by reference.

Previously filed as an exhibit to Amendment No.

1 to the Company’s Annual Report on Form 10-K/A (File No.

000-55710) filed with the SEC on October 31, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 27, 2023

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 1, 2023

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on December 20, 2023

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on April 12, 2024

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on June 24, 2024 and

incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on November 5, 2024

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

001-41655) filed with the SEC on November 13,

2024 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on January 31, 2025

and incorporated herein by reference

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on April 21, 2025

and incorporated herein by reference

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 16, 2020

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 8, 2021

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Post-Effective Amendment No.

1 to the Registration Statement on Form S-3 on Form S-1

333-271268) filed with the SEC on August 22, 2023 and incorporated herein by reference.

filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No.

333-213451) filed with the

SEC on September 2, 2016 and incorporated herein by reference.

Previously filed

as an exhibit to Amendment No.

1 to the Company’s Annual Report on Form 10-K/A (File No.

000-55710) filed with the SEC

on October 31, 2022 and incorporated herein by reference.

filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on August 29,

2017 and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on May 3, 2024

and incorporated herein by reference.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on January 22,

2024 and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

000-55710) filed with the SEC on January 22, 2024 and

001-41655) filed with the SEC on September 11, 2024

and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on July 18, 2025 and

incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on May 3, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 11, 2024 and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September 6, 2022 and incorporated herein by reference.

Submitted Electronically Herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) the Consolidated Balance Sheets at June 30, 2024 and June 30, 2023, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2024 and 2023, (iii) the Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023, (iv) the Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the years ended June 30, 2024 and 2023, (v) the Notes to the Consolidated Financial Statements.

FORM 10–K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized.

filed as an exhibit to the Company’s Annual Report on Form 10-K (File No.

000-55710) filed with the SEC on September

6, 2022 and incorporated herein by reference.

Electronically Herewith.

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting

(i) the Consolidated Balance Sheets at June 30, 2025 and June 30, 2024, (ii) the Consolidated Statements of Operations

and Comprehensive Loss for the years ended June 30, 2025 and 2024, (iii) the Consolidated Statements of Cash Flows for the

years ended June 30, 2025 and 2024, (iv) the Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable

Noncontrolling Interest for the years ended June 30, 2025 and 2024, (v) the Notes to the Consolidated Financial Statements.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

NIOCORP DEVELOPMENTS LTD.

/s/ Neal Shah

Chief Financial Officer

Financial Officer

September 11, 2025

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities indicated on September 20, 2024.

President, Chief Executive Officer (Principal

Executive Officer and Authorized U.S.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities indicated on September 11, 2025.

President, Chief Executive Officer

Executive Officer and Authorized

Representative)

and Chairman of the Board of Directors

/s/ Neal Shah

Chief Financial Officer (Principal Financial and

Chief Financial Officer (Principal

Financial and

Accounting Officer)

/s/ Michael Morris

Michael Morris

/s/ Nilsa Guerrero-Mahon

Guerrero-Mahon

Nilsa Guerrero-Mahon

/s/ Michael G.

/s/ Peter Oliver

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 9A. Controls and Procedures