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Item 1. Financial Statements

2025-11-13 compared with 2025-05-08 · 379 added, 565 removed, 247 unchanged (79% of the section changed)

FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and nine months ended March 31, 2025 and 2024 (unaudited)

Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the three months ended September 30, 2025 and 2024 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

3 unchanged sentences

dollars, except share data) (unaudited)

September 30,

Cash and cash equivalents

6 unchanged sentences

Accounts payable and accrued liabilities

Warrant liabilities, at fair value

Convertible debt

Operating lease liability

13 unchanged sentences

Total liabilities, redeemable noncontrolling interest, and shareholders’ equity

The accompanying notes are an integral part

of these condensed consolidated financial statements.

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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive

Condensed Consolidated Statements of Operations and Comprehensive Loss

(expressed in thousands of

1 unchanged sentence

For the three months

ended March 31,

For the nine months

ended March 31,

ended September 30,

Operating expenses

9 unchanged sentences

Foreign exchange (gain) loss

Loss on equity securities

Interest income

Loss before income taxes

5 unchanged sentences

Weighted average common shares outstanding, basic and diluted

The accompanying notes are an integral part

of these condensed consolidated financial statements.

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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of

(expressed in thousands of U.S.

dollars) (unaudited)

For the nine months

ended March 31,

For the three months

ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Share based compensation

Fair value of private placement warrants

Accretion of convertible debt

1 unchanged sentence

Yorkville share issuances

Unrealized loss on equity securities

Non-cash lease activity

4 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of land and buildings

Acquisition of land

Acquisition of mineral rights

Net cash used in investing activities

1 unchanged sentence

Proceeds from issuance of capital stock

Debt payments

Related party debt draws

Related party debt repayments

Convertible debt repayments

Share issue costs

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Change in cash and cash equivalents during period

4 unchanged sentences

Value of warrants issued

Unpaid offering costs for the issuance of common shares

Interest paid

The accompanying notes are an integral part

of these condensed consolidated financial statements.

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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

Equity (Deficit) and Redeemable Noncontrolling Interest

(expressed in thousands of

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling

(expressed in thousands of U.S.

dollars, except for share data) (unaudited)

3 unchanged sentences

Redeemable Noncontrolling Interest

Balance, December 31, 2023

$ ( 156,981 )

Yorkville equity facility draws

Debt conversions

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share based compensation

Loss for the period

Balance, March 31, 2024

$ ( 161,037 )

Balance, December 31, 2024

$ ( 164,433 )

Equity placement

Warrant exercises

Option exercises

Yorkville equity facility draws

Share-based compensation

Share issuance costs

Loss for the period

Balance, March 31, 2025

$ ( 169,730 )

Common Shares Outstanding

Accumulated Deficit

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, June 30, 2024

$ ( 161,912 )

Equity placements

Exercise of options

Yorkville equity facility draws

Debt conversions

Issuance of warrants

Share issuance costs

Option liability valuations

Exchange of Class B shares

Share based compensation

Loss for the period

Balance, March 31, 2024

Balance, September 30, 2024

$ ( 163,983 )

4 unchanged sentences

Option exercises

Yorkville equity facility draws

Redemptions of vested shares

Debt conversions

Issuance of warrants

Conversion of private warrants

Share-based compensation

1 unchanged sentence

Loss for the period

Balance, March 31, 2025

Balance, September 30, 2025

$ ( 221,976 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

September 30, 2025

(expressed in thousands

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

Developments Ltd.

2 unchanged sentences

operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s

niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska.

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

construction and commercial operation.

As further discussed in Note 3, these matters raised substantial doubt about the Company’s

ability to continue as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining

additional financing and maintaining continued support from its shareholders and creditors.

interim condensed consolidated financial statements have been prepared on a going concern basis that contemplates the realization

of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future.

financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

niobium/scandium/titanium property (the “Elk Creek Project”) located in southeastern Nebraska.

The Company currently

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

commercial operation, as discussed in Note 3.

OF PRESENTATION

3 unchanged sentences

GAAP”) and the rules and regulations of the Securities and Exchange

Commission (“SEC”).

The interim condensed consolidated financial statements include the consolidated accounts of the

Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

The accounting policies followed

in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the audited

consolidated financial statements for the year ended June 30, 2024.

Certain transactions include reference to Canadian dollars

(“C$”) where applicable.

Commission (the “SEC”).

The interim condensed consolidated financial statements include the consolidated accounts

of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

The accounting policies

followed in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the

audited consolidated financial statements for the year ended June 30, 2025.

Certain transactions include reference to Canadian

dollars (“C$”) where applicable.

the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement

of the financial position, results of operations, and cash flows as of March 31, 2025, and for all periods presented, have been

included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included

in the consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to appropriate

SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction with the audited

consolidated financial statements for the year ended June 30, 2024.

The interim results are not necessarily indicative of results

for the full year ending June 30, 2025, or future operating periods.

of the financial position, results of operations, and cash flows as of September 30, 2025, and for all periods presented, have

been included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally

included in the consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant

to appropriate SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements for the year ended June 30, 2025.

The interim results are not necessarily indicative

of results for the full year ending June 30, 2026, or future operating periods.

Accounting Standards

and Not Effective

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU expand public

entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the

Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description

of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU will be effective for our annual report for the period ending June 30, 2025, and for interim period reports beginning

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

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

Improvements to Income Tax Disclosures, which enhances the

transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income

taxes paid information.

ASU 2023-09 is effective for our annual report for the period ending June 30, 2027, and for interim

period reports beginning thereafter.

Early adoption is permitted and the amendments should be applied prospectively;

retrospective application is permitted.

We are currently evaluating the impact of this ASU on our consolidated financial statements

and related disclosures.

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness

of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is

effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter.

adoption is permitted and the amendments should be applied prospectively;

however, retrospective application is permitted.

are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures

14 unchanged sentences

material impact on the Company’s consolidated financial statements upon adoption.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

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

1 unchanged sentence

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of the financial statements, and the reported amounts of expenses during the reporting period.

The Company regularly evaluates

estimates and assumptions related to the carrying value of long-term assets, deferred income tax assets and related valuations,

liabilities related to the April 2024 Notes, Earnout Shares, Private Warrants, and November Private Warrants (each, as defined

below), and share-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience,

and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making

judgments about the other sources.

The actual results experienced by the Company may differ materially and adversely from the

Company’s estimates.

To the extent there are material differences between estimates and the actual results, future results

of operations will be affected.

Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction (as defined below).

of post-transaction losses at Elk Creek Resources Corp.

(“ECRC”), a partial release of the valuation allowance attributed

to the reduction of the acquired federal income tax payable of $ 101 was recorded as an income tax benefit in the condensed consolidated

statement of operations and comprehensive loss for the nine months ended March 31, 2024.

The Company maintains a full valuation

allowance against future income tax assets as it is more likely than not that all of the assets will not be realized.

of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

The Company regularly

evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, earnout

valuation, warrant liabilities, and share-based compensation.

The Company bases its estimates and assumptions on current facts,

historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments about the other sources.

The actual results experienced by the Company may differ materially

and adversely from the Company’s estimates.

To the extent there are material differences between estimates and the actual

results, future results of operations will be affected.

and Diluted Earnings per Share

3 unchanged sentences

attributable to common shareholders:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Ended September 30,

Net loss attributable to noncontrolling interest

6 unchanged sentences

(“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due

to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three-month

periods indicated below.

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

indicated below:

Schedule of excluded from the dilutive securities

For the Three and Nine Months

Ended March 31,

For the Three Months

Ended September 30,

Excluded potentially dilutive securities (1)(2):

1 unchanged sentence

Total potential dilutive securities

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

of the period end.

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding

calculations as required if the securities were dilutive.

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

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations

as required if the securities were dilutive.

Shares are excluded as the vesting terms were not met as of the end of the reporting period.

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

The remaining Warrants are each

exercisable into one Common Share.

Company incurred a loss of $ 7,818

for the nine months ended March 31, 2025 (nine months ended March 31, 2024 - $ 10,560 )

and had an accumulated deficit of $ 169,730

as of March 31, 2025.

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

does not generate any revenue.

As of March 31, 2025, the Company had cash of $ 1,294 ,

which will not be sufficient to fund normal operations for the next twelve months from the date these interim condensed consolidated financial statements are issued.

These conditions and events raise

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

response to these conditions and events, the Company plans to obtain additional financing and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in

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

and are not within

The remaining Warrants are each exercisable

into one Common Share.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

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

Further, the Company will be required

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

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

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

interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification

of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

the nine months ended March 31, 2025, the Company completed negotiations with landowners in Nebraska and entered into contract

amendments which extended the option periods by approximately five years for each option to purchase agreement (“OTP”)

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

The Company paid $196

upon closing of the OTP extensions and will make periodic payments totaling $206 over the extension period.

September 30, 2025

(expressed in thousands

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

AND GOING CONCERN

Company incurred a loss of $ 42,659 for the three months ended September 30, 2025 (three months ended September 30, 2024 - $ 2,071 )

and had an accumulated deficit of $ 221,976 as of September 30, 2025.

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

its mining operations, has no revenue-generating capacity, and will not generate operating revenues until such time as mining

operations are initiated and commercial production begins.

discussed in Note 12, on October 15, 2025, the Company closed a registered direct offering which resulted in net proceeds of approximately

$ 139,147 after deducting placement agent fees and other offering expenses payable by us.

As discussed in Note 7, NioCorp expects

to have access to up to $ 46,917 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville

Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors

Global, LP (“Yorkville”), through April 1, 2026.

a result of our recent financing activities, we were able to alleviate prior conditions that gave rise to substantial doubt about

our ability to continue as a going concern and we have sufficient cash to fund our planned operations for the next 12 months.

However, the Company will need to secure additional capital to finance construction and achieve commercial production to support

its long-term business objectives.

Company plans to continue to seek additional financing through equity issuances and continues to evaluate debt financing options.

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

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

Other than the potential issuance of Common Shares under the

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

financing as of September 30, 2025.

The Company’s plans to obtain additional financing are subject to market conditions

and other factors beyond its control, and therefore the timing and outcome of such activities cannot be predicted with certainty.

AND MINERAL PROPERTIES

August 1, 2025, Elk Creek Resources Corp.

(“ECRC”), an indirect, majority-owned subsidiary of the Company, closed

on its option to purchase three parcels of land in Johnson County, Nebraska (the “August Property Purchases”).

Pursuant to the terms of the applicable option to purchase agreements, the property owners sold, transferred,

conveyed, and assigned to ECRC all of their rights, privileges, title, and interest in and to the surface rights with respect

to one 80-acre parcel and to the surface rights and associated mineral rights with respect to the other two parcels

(consisting of approximately 1.66 acres of the property).

The purchase price for the August Property Purchases was calculated

based on the appraised value per acre and totaled approximately $ 2,699 ,

including indirect costs of $ 35 .

Of this amount, $ 2,650

was allocated to land and the remaining $ 49

was allocated to mineral interests.

September 30, 2025, ECRC closed on its options to purchase two parcels of land in Johnson County, Nebraska, which include:

(i) a 105.77-acre parcel of land and (ii) a 220-acre parcel of land (together, the “September Property

Pursuant to the terms of the applicable option to purchase agreements, the property owners sold,

transferred, conveyed, and assigned to ECRC all of their respective rights, privileges, title, and interest in and to the

surface rights and associated mineral rights with respect to the parcels.

The purchase price for the September

Property Purchases was calculated based on the appraised value per acre and totaled approximately $ 11,325 ,

including indirect costs of $ 29 .

Of this amount, $ 2,263

was allocated to land and the remaining $ 9,062

was allocated to mineral interests.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities:

March 31, 2025

June 30, 2024

September 30,

Accounts payable, trade

1 unchanged sentence

Environmental accruals

Loan origination fees payable to related party

Total accounts payable and accrued liabilities

Convertible Debenture

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

remaining outstanding principal and accrued interest of $ 554 under the unsecured convertible debentures (the “Convertible

Debentures”) issued to Yorkville pursuant to the Securities Purchase Agreement, dated January 26, 2023 (the “Yorkville

Convertible Debt Financing Agreement”), into Common Shares in exchange for a $ 95 make-whole payment.

The Company recorded

a gain on extinguishment of $ 19 as part other gains in the condensed consolidated statements of operations and comprehensive loss.

change in the Convertible Debentures is presented below :

For the Nine Months Ended

March 31, 2025

Balance as of June 30, 2024

Accretion expense

Principal and interest converted

Balance as of March 31, 2025

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

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

For the Three Months Ended

For the Nine Months Ended

Contractual interest

Amortization of discount and issuance costs

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

Yorkville, the “April 2024 Purchasers”) $ 8.0 million aggregate principal amount of unsecured notes (the “April

2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”),

between the Company and each of the April 2024 Purchasers.

The Company also issued to the April 2024 Purchasers, in proportion

to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”)

to purchase up to 615,385 Common Shares, which are equal to 25 % of the aggregate principal amount of April 2024 Notes issued to

the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend,

stock split or recapitalization.

changes in the April 2024 Notes and the April 2024 Warrant liability are presented below, respectively :

April 2024 Notes:

For the Nine Months Ended March 31, 2025

Balance as of June 30, 2024

Principal payments

Change in fair value

Balance as of March 31, 2025

Schedule of change in the April 2024 Warrant liability

April 2024 Warrant Liability:

For the Nine Months Ended March 31, 2025

Fair value as of June 30, 2024

Change in fair value

Fair value as of March 31, 2025

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

Consents”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii)

consents and waivers (together with the 2024 Yorkville Consents, the “2024 Note Consents”) to the April 2024

Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement.

The 2024 Note Consents, among other things,

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

January 3, 2025, the Company entered into a consent and waiver (the “January Yorkville Consent”) to the April

2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement.

The January Yorkville Consent, among

other things, deferred the due date for the amounts

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

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

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

remaining amounts due to Lind II ($176) and Yorkville ($1,000) under the April 2024 Notes were repaid on January 6, 2025, and

February 7, 2025, respectively.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

B COMMON STOCK OF ECRC

shares of Class B common stock of ECRC, an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp.

II (“GXII”), include rights under which the holders may exchange such shares into Common Shares.

Certain of such shares

were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary

of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting

conditions (the “Earnout Shares”).

shares of Class B common stock of ECRC include rights under which the holders may exchange such shares into Common Shares.

of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the

tenth anniversary of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject

to certain vesting conditions (the “Earnout Shares”).

Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

Closing Common Share price

Term (expiry)

March 17, 2033

Implied volatility of Public Warrants

Risk-free rate

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the nine-month period

ended March 31, 2025 :

For the Nine Months Ended March 31, 2025

Common Share price

volatility of our publicly traded Warrants

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three-month period

ended September 30, 2025:

Fair value as of June 30, 2025

Change in fair value

Fair value as of March 31, 2025

December 12, 2024, and December 20, 2024, 25,000 Vested Shares and 323,085 Vested Shares, respectively, were exchanged for an

equivalent number of Common Shares.

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

accounted for as an equity transaction in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23,

with no gain or loss recognized.

Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change

in the Company’s ownership interest with a corresponding offset booked to equity.

As of March 31, 2025, 3,934,031 Vested

Shares remained outstanding.

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

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

(“Maxim”), which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”)

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

together with the Series A Public Warrants, the “November Public Warrants”) to purchase up to an additional 836,045

Common Shares.

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

at a combined public offering price of $1.57.

The gross proceeds from the November 2024 Registered Offering were $2,501

Fair value as of September 30, 2025

August 13, 2025, 415,581 Vested Shares were exchanged for an equivalent number of Common Shares.

This exchange resulted in a change

in the Company’s ownership interest in ECRC and was accounted for as an equity transaction in accordance with Accounting

Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized.

Accordingly, the carrying amount of

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

offset booked to equity.

As of September 30, 2025, 3,518,450 Vested Shares remained outstanding.

Board approval for cash payment and the occurrence of a fundamental transaction that would trigger cash payment are considered

unlikely, the noncontrolling interest has not been adjusted to its redemption value.

As such, noncontrolling interest balance

is only being adjusted for the loss attributed to the noncontrolling interest and exchanges of Vested Shares to Common Shares

since the noncontrolling interest is not currently considered redeemable.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

(expressed in thousands of U.S.

except share and per share data or as otherwise stated) (unaudited)

deducting underwriting discounts and offering expenses.

The November Public Warrants were classified as equity instruments and

accordingly, the net proceeds were allocated based on the relative fair values of the Common Shares and the November Public Warrants

on the date of issuance, with $943 allocated to the fair value of the November Public Warrants and the balance of the proceeds

of $1,558 allocated to Common Shares.

The Company incurred total transaction costs related to the November 2024 Registered Offering

$1,226, which were treated as share issuance costs at closing.

The Series A Public Warrants have an exercise price of $1.75 per

underlying Common Share, are exercisable immediately, and will expire on November 5, 2026.

The Series B Public Warrants have an

exercise price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance

and will expire on November 5, 2029.

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

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

an aggregate of 358,280 Common Shares.

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

one Series B Public Warrant.

On November 4, 2024, Maxim partially exercised its over-allotment option to purchase 79,734 additional

Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts discussed above

and were issued at closing of the November 2024 Registered Offering.

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

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

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

Each November 2024 Unit consisted of one Common Share, one Warrant

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

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

with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share.

Each November 2024 Unit

was issued and sold at a price of $1.57.

The gross proceeds of the November 2024 Private Offering were approximately $3,500 before

deducting offering expenses.

Certain directors and officers of the Company (the “Insider Investors”) purchased November

2024 Units at a price of $1.7675 per November 2024 Unit, which price includes $0.1975 per November 2024 Private Warrant and allowed

such directors and officers to participate in the November 2024 Private Offering in accordance with the rules of the Nasdaq Stock

Market LLC (the “Nasdaq”).

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

are exercisable immediately, and will expire on November 13, 2026.

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

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

The Company recorded a non-cash expense of $34 and $110 to other operating expenses and employee related costs, respectively,

representing the excess of fair value of the November 2024 Units over the purchase price paid by Insider Investors.

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

met the definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of

NioCorp Common Shares would require shareholder approval.

As such, the November Private Warrants were recognized as warrant liabilities

on the consolidated balance sheet and were measured at their issuance date fair value of $ 1,928 and subsequently remeasured at

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

and comprehensive loss.

The remaining proceeds of the November 2024 Private Offering of $ 1,573 were allocated to Common Shares.

The Company incurred total transaction costs related to the November 2024 Private Offering of $ 161 , of which $ 60 was allocated

to the November Private Warrants and was expensed at closing.

following tables disclose the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November

Private Warrants, respectively.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

Schedule of Black-Scholes model used in valuing the November Public Warrants and November Private Warrants

November 5, 2024

November Public Warrants:

Series A Public Warrants

Series B Public Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

November Private Warrants:

Series A Private Warrants

Series B Private Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

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

November Private Warrants

Fair value at issuance (November 13, 2024)

Change in fair value

Fair value as of March 31, 2025

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

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

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

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

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

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

a combined public offering price of $1.94.

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

deducting underwriting discounts and offering expenses.

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

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

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

to Common Shares.

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

as share issuance costs at closing.

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

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

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

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

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

Series A Public Warrants

Series B Public Warrants

Closing Common Share price

Historic equity volatility

Risk-free rate

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

September 30, 2025

(expressed in thousands

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

of March 31, 2025, the Company has access to up to $56,157 in net proceeds from the Standby Equity Purchase Agreement, dated January

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

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

The Company issued the following

Common Shares under the Yorkville Equity Facility Financing Agreement during the three and nine month periods presented below :

The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the nine months period:

For The Three Months

Ended March 31,

For The Nine Months

Ended March 31,

Common Shares issued

Gross funds received

Market value of Common Shares Issued

Loss on issuance

on issuance represents a non-cash amount equal to the difference between the proceeds received and the fair value of the Common

Shares issued based on the Nasdaq closing price per Common Share on the issuance date and is recorded in other operating expenses

in the condensed consolidated statement of operations and comprehensive loss.

July 18, 2025, the Company issued and sold 13,850,000 Common Shares, at an offering price of $ 3.25 per Common Share, in a registered

offering (the “July 2025 Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim Group LLC (“Maxim”), dated July

The Company received net proceeds from the July 2025 Offering, after deducting placement agent fees and other offering

expenses payable by the Company, of approximately $ 41,186 .

September 19, 2025, the Company issued and sold 10,000,000 Common Shares, at an offering price of $ 5.00 per Common Share, in a

registered direct offering (the “September 2025 Registered Direct Offering”) under the Company’s registration

statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim,

dated September 17, 2025.

The Company received net proceeds from the September 2025 Registered Direct Offering, after deducting

placement agent fees and other offering expenses payable by the Company, of approximately $ 45,925 .

September 29, 2025, the Company issued and sold (a) 7,004,740 Common Shares at a public offering price of $6.15 per Common Share

and (b) 2,755,260 pre-funded Warrants to purchase an aggregate of 2,755,260 Common Shares (the “September Pre-Funded Warrants”)

at a public offering price of $6.1499 per September Pre-Funded Warrant in a confidentially marketed public offering (the “September

2025 Public Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant

to the Placement Agency Agreement between the Company and Maxim, dated September 26, 2025.

On September 30, 2025, the Company

issued 2,755,218 Common Shares in connection with the cashless exercise of all of the outstanding September Pre-Funded Warrants.

The Company received net proceeds from the September 2025 Public Offering, after deducting placement agent fees and other offering

expenses payable by the Company, of approximately $55,320.

Schedule Of Stock Option

6 unchanged sentences

Cancelled/expired

Balance, March 31, 2025

December 23, 2024, the Company granted 935,000 Options with a fair value price of $ 0.84 per Option, based on a Black-Scholes model

with a risk-free rate of 4.44 %, average share price volatility of 67.2 %, and a five-year expected option life.

These Options were

fully vested on the issuance date and the Company expensed $ 781 in the condensed consolidated statement of operations associated

with the Option grants.

February 24, 2025, the Company granted 10,000 Options with a fair value price of $1.13 per Option, based on a Black-Scholes model

with a risk-free rate of 4.28%, average share price volatility of 73.3%, and a three-year expected option life.

These Options

were 50% vested on the issuance date with the remaining portion vesting over one year.

The Company expensed $6 in the condensed

consolidated statement of operations associated with the grant and the remaining balance will be amortized over the vesting period.

Balance, September 30, 2025

August 18, 2025, the Company granted 1,955,000 Options with an exercise price of $ 4.35 and an average fair value price of $ 2.61

per Option, based on a Black-Scholes model with an average risk-free rate of 3.86 %, average share price volatility of 76.92 %,

and a 4.5-year weighted average expected life.

250,000 of these Options were fully vested on the issuance date.

34% of the remaining

1,705,000 Options vested at issuance with the balance vesting equally over a two-year period in equal annual installments until

August 18, 2027.

For the three months ended September 30, 2025, the Company expensed $ 2,302 in the condensed consolidated statement

of operations associated with the Option grants and related amortization.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

Schedule of warrant transactions

3 unchanged sentences

( 10,856,224 )

Balance, March 31, 2025

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

of March 31, 2025, the Company had outstanding exercisable Warrants, as follows :

Exercise Price

September 1, 2025

December 22, 2025

June 24, 2026

November 5, 2026

November 13, 2026

April 12, 2027

August 2, 2027

March 17, 2028

September 17, 2028

January 31, 2029

November 5, 2029

November 13, 2029

Balance, September 30, 2025

of September 30, 2025, the Company had outstanding exercisable Warrants, as follows:

Private Warrants

March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”)

8 unchanged sentences

2023 Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per

Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like).

fractional shares will be issued upon exercise of any Private Warrants, and fractional shares that would otherwise be due to the

exercising holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required to net cash

settle any Private Warrant.

1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the

No fractional shares will be issued upon exercise of any 2023 Private Warrants, and fractional shares that would otherwise

be due to the exercising holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required

to net cash settle any 2023 Private Warrant.

2023 Private Warrants:

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not

be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their

permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant

Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees

are treated as Public Warrants.

Company classifies the Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model

are based on observable data points.

The following observable data points were used in calculating the fair value of the Private

Warrants using a Black-Scholes pricing model :

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will

not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the Sponsor, its members or

any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed

Warrant Agreement, any 2023 Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted

transferees are treated as 2023 Public Warrants.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing

model are based on observable data points.

The following observable data points were used in calculating the fair value of the

2023 Private Warrants using a Black-Scholes pricing model:

Key Valuation Input

September 30,

Closing Common Share price

Implied volatility of Public Warrants

Implied volatility of our publicly traded Warrants

Risk free rate

1 unchanged sentence

Expected warrant life in years

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

provided for in the NioCorp Assumed Warrant Agreement, during the three months ended September 30, 2025, a total of 2,281,881

2023 Private Warrants were exchanged for 2023 Public Warrants.

Upon exchange, the Company recorded a non-cash loss of $ 1,217 in

change in fair value of warrant liabilities in the condensed consolidated statement of operations, representing the change in

fair value of the 2023 Private Warrants through the respective exercise dates.

change in the 2023 Private Warrants liability is presented below:

For the Nine Months Ended March 31, 2025

For the Three Months Ended September 30, 2025

Fair value as of June 30, 2025

Fair value adjustment for warrants exchanged

Exchange of warrants

Change in fair value

Fair value as of March 31, 2025

Consent Warrants

consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the

“Lind Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind III”), Lind III

received, amongst other things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on

September 17, 2024, the closing trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange

on which such shares may then be listed, is less than C$10.00, subject to adjustments.

The number of Contingent Consent Warrants

to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to U.S.

dollar exchange rate

as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date

of issuance .

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

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

September 17, 2024, the Company’s Common Share price was below the threshold price set forth in the Lind Consent, and accordingly,

the Company issued 2,816,742 Contingent Consent Warrants to Lind III.

Each Contingent Consent Warrant is exercisable for one Common

Share at an exercise price of $ 2.308 and may be exercised at any time prior to their expiration on September 17, 2028.

of Contingent Consent Warrants issued was based on $ 5,000 divided by the five-day volume weighted average price of the Common

Shares on September 16, 2024.

The Company valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation

with the following inputs:

The Company valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation with the following inputs:

Fair value as of September 30, 2025

2024 Warrants

previously disclosed, on April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (“Lind II”,

and together with Yorkville, the “April 2024 Purchasers”) $ 8,000 aggregate principal amount of unsecured notes (the

“April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024, between the Company and each

of the April 2024 Purchasers.

The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount

of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385

Common Shares, which are equal to 25 % of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers

divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.

The Company accounted for the April 2024 Warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that

at issuance, the April 2024 Warrants should be classified as a warrant liability.

During the three-month period ended September

30, 2025, all of the outstanding April 2024 Warrants were exercised.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

change in the April 2024 Warrant liability is presented below:

For the Three Months Ended September 30, 2025

Fair value as of June 30, 2025

Fair value adjustment for warrants exercised

Exercise of warrants

Fair value as of September 30, 2025

Company recorded a non-cash loss of $ 1,318 in change in fair value of warrant liabilities in the condensed consolidated statement

of operations during the three-month period ended September 30, 2025, representing the change in fair value of the April 2024

Warrants through the respective exercise dates.

2024 Warrants

previously disclosed, on November 13, 2024, the Company closed a non-brokered private placement of 2,199,602 units of the Company

(the “November 2024 Units”).

Each November 2024 Unit consisted of one Common Share, one Warrant (a “Series A

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

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

each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share.

The Series A Private Warrants

have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026.

The Series B Private Warrants have an exercise price of $2.07 per underlying Common Share and will expire on November 13, 2029.

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

Warrants met the definition of a derivative liability.

Company classifies the November 2024 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our

pricing model are based on observable data points.

The following observable data points were used in calculating the fair value

of the November 2024 Private Warrants using a Black-Scholes pricing model:

Series A Private Warrants

Series B Private Warrants

Key Valuation Input

September 30,

Closing Common Share price

1 unchanged sentence

Risk-free rate

Company recognized a gain of $103 on the issuance of the Contingent Consent Warrants.

This gain was recorded as a part of other

gains in the condensed consolidated statements of operations and comprehensive loss.

PARTY TRANSACTIONS

September 11, 2024, the Company and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered

into a loan agreement (the “Smith Loan Agreement”), which provides for a $ 2,000 non-revolving, multi-draw credit facility

(the “Smith Loan”).

The Smith Loan has an interest rate of 10 % per annum, calculated monthly in arrears, through the

date of repayment of the Smith Loan.

The Company can pre-pay the Smith Loan at any time without notice and without penalty, but

any amount of principal or interest repaid by the Company prior to the earlier of the date of expiration of the Smith Loan Agreement

on June 30, 2025 and the occurrence of an event of default under the Smith Loan Agreement will be subject to an early payment

fee of 2.5 % of the value of any such payment.

The Smith Loan is secured by all of the Company’s assets pursuant to a general

security agreement between the Company and Mr.

Smith dated September 11, 2024.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

Expected warrant life in years

change in the fair value of the November 2024 Private Warrants is shown below:

For the Three

September 30, 2025

Fair value as of June 30, 2025

Fair value adjustment for warrants exercised

Exercise of warrants

Change in fair value

Fair value as of September 30, 2025

Company recorded a non-cash loss of $ 885 in change in fair value of warrant liabilities in the condensed consolidated statement

of operations during the quarter ended September 30, 2025, representing the change in fair value of the November 2024 Series A

Private Warrants and Series B Private Warrants through the respective exercise dates.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

October 30, 2024, the Company borrowed a total of $ 504 under the Smith Loan and subsequently the Company repaid $508, representing

the balance of the interest and principal outstanding under the Smith Loan, along with $ 41 related to loan origination fees payable.

As of March 31, 2025, the principal amount outstanding under the Smith Loan was $ 0 and accounts payable and accrued liabilities

as of March 31, 2025, included $ 0 dollars of loan origination fees payable to Mr.

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

through April 1, 2026.

No Common Shares were issued under the Yorkville Equity Facility Financing Agreement during the three-month

period ended September 30, 2025.

Schedule of exploration expenditures

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Ended September 30,

Technical studies and engineering

2 unchanged sentences

Geologists and field staff

August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International,

an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S.

Department of Defense (“DoD”).

Subject to the terms and conditions of the DoD Agreement, ECRC is entitled to receive up to an aggregate of approximately $ 10.0

million of reimbursement payments from the DoD upon the achievement of certain project milestones.

These milestones include, among

other matters, the completion of new drilling operations at the Elk Creek Project to support the conversion of a portion of the

current indicated mineral resources into measured mineral resources and the subsequent conversion of a portion of the current probable mineral

reserves into proven mineral reserves, the production of samples of scandium metal and scandium-aluminum master alloys, and the

completion of a new feasibility study for the Elk Creek Project.

Reductions to exploration expenditures for reimbursement

under the DoD Agreement will be recognized based on management’s assessment regarding the achievement of milestones set

forth in the DoD Agreement.

As of September 30, 2025, no individual milestones had been met.

Company incurred lease costs as follows:

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Ended September 30,

Operating Lease Cost:

4 unchanged sentences

Lease cost – other operating expense:

maturities of lease liabilities are as follows as of March 31, 2025 :

maturities of lease liabilities are as follows as of September 30, 2025:

Future Lease Maturities

4 unchanged sentences

Non-current lease liability

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

Value Measurements

following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as

of March 31, 2025, and June 30, 2024, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

of September 30, 2025, and June 30, 2025, respectively, and indicate the fair value hierarchy of the valuation techniques the

Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted)

4 unchanged sentences

for the financial instrument and include situations where there is little, if any, market activity for the instrument.

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

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

of fair values determined by level 3 inputs are unobservable data

As of March 31, 2025

Schedule of fair values determined by level 3 inputs are unobservable data

As of September 30, 2025

Cash and cash equivalents

5 unchanged sentences

Investment in equity securities

April 2024 notes

Earnout Shares liability

Warrant liabilities

CYBERSECURITY

February 14, 2025, the Company became aware of unauthorized third-party access to its information systems, including portions

of its email systems, that resulted in misdirected vendor payments totaling approximately $506 (the “cybersecurity incident”).

The Company self-discovered the cybersecurity incident and promptly notified certain financial institutions and federal law enforcement

in an effort to, among other matters, recover the misdirected vendor payments.

In addition, upon discovery of the cybersecurity

incident, the Company took steps to investigate, contain, assess, and remediate the cybersecurity incident.

As a result of the

investigation, the Company determined that the cybersecurity incident was limited to the misdirected vendor payments noted above.

date, the Company has not recovered any funds, and as a result, the Company recorded a one-time charge of $ 506 to other operating

expenses in the condensed consolidated statements of operations.

Recoveries, if any, will be recognized as a gain in the period

that the funds are received.

The Company incurred approximately $ 10 in professional service fees in connection with the investigation

and initial remediation related to this incident.

April 2025 Offering

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

agreement, dated April 17, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold (i) 6,628,846 Common

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

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

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

immediately, and do not have an expiration date.

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

323,504 additional Common

Developments Ltd.

to the Condensed Consolidated Financial Statements

in thousands of U.S.

Company has one reportable segment:

the United States.

The United States segment conducts exploration, development,

and care and maintenance activities at the Elk Creek Project.

This segment holds substantially all of the Company’s non-current

assets and does not presently report any revenues from operations.

Through this segment, the Company seeks to position the Elk

Creek Project as a development opportunity in the strategic minerals sector.

The Company’s chief operating decision maker

is the Chief Executive Officer (“CODM”).

information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level.

The CODM assesses

performance for the single operating segment and decides how to better allocate resources based on total operating expenses, net

loss, changes in cash and cash equivalents, and cash and cash-equivalent balances that are reported on the Condensed Consolidated

Statement of Operations and Condensed Consolidated Statement of Cash Flows.

The CODM’s objective in making resource allocation

decisions is to optimize the Company’s ability to develop and operate the Elk Creek Project.

In addition, the CODM reviews

the segment’s assets based on total assets reported on the Condensed Consolidated Balance Sheet, and the accounting policies

of our single operating segment are the same as those described in the Summary of Significant Accounting Policies in our Annual

Report on Form 10-K for the fiscal year ended June 30, 2025.

For additional reportable single operating segment level financial

information, see the Condensed Consolidated Financial Statements.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

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

Shares at the closing.

The gross proceeds from the April 2025 Offering were approximately $20,800 before

deducting underwriting discounts and offering expenses.

Company intends to use the net proceeds from the April 2025 Offering for working capital and general corporate purposes, including

to advance its efforts to launch construction of the Elk Creek Project and move it to commercial production.

Equity Issuances

the period from April 1, 2025 through May 8, 2025, the Company issued Common Shares under the Yorkville Equity Facility Financing

Agreement and through the exercise of Warrants by their holders.

As a result of these transactions, the Company received cash

totaling $ 3,599 and issued 1,568,694 Common Shares.

October 2025 Offering

October 15, 2025, the Company issued and sold (a) 10,152,175 Common shares at an offering price of $ 9.34 per Common Share and

(b) 5,925,000 pre-funded Warrants (the “October Pre-Funded Warrants”) to purchase up to an additional 5,925,000 Common

Shares at an offering price of $ 9.3399 per October Pre-Funded Warrant in a registered offering (the “October 2025 Offering”)

under the Company's registration statement on Form S-3 (Registration No.

333-290837), pursuant to the Placement Agency Agreement

between the Company and Maxim, dated October 13, 2025.

On October 17, 2025, the Company issued 5,924,942 Common Shares in connection

with the cashless exercise of all of the outstanding October Pre-Funded Warrants.

The Company received net proceeds from the October

2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 139,147 .

Common Share Issuances

the period from October 1, 2025 through November 13, 2025, the Company issued

2,546,457 Common Shares through the exercise of Warrants and Options by their holders and received cash totaling approximately

Real Estate Purchase and Transfer Agreement

On November 7, 2025, ECRC completed the acquisition of a 40-acre parcel of land and associated mineral rights (the “November

Property”) located within the one-square-mile section that comprises the Elk Creek Project area.

The acquisition was

completed in exchange for (i) the transfer of surface rights to a separate 40-acre tract constituting a portion of the September

Properties, which lies outside the Elk Creek Project section, (ii) cash consideration of $ 500 , and (iii) the grant of a 2 %

net smelter return royalty on the November Property.

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-Q

Item 1. Financial Statements