What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-13 compared with 2025-05-08 · 597 added, 565 removed, 68 unchanged (94% of the section changed)

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis

should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included

elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission

(the “SEC”) for the year ended June 30, 2024 filed on September 23, 2024 (the “Annual Report on Form 10-K”),

which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements

and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities

and Exchange Commission (the “SEC”) for the year ended June 30, 2025 filed on September 11, 2025 (the “Annual

Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United

States (“U.S.

The Company uses certain non-GAAP financial measures.

For a detailed description of each

of the non-GAAP measures used herein, please refer to the discussion under “—Use of Non-GAAP Financial Measures and

Reconciliations.”

discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties,

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“—Note Regarding Forward-Looking Statements” below.

All currency amounts are stated in U.S.

currency amounts are stated in U.S.

dollars unless noted otherwise.

As used in this Quarterly Report on

Form 10-Q, unless the context otherwise indicates, references to “we,” “our,” the “Company,”

“NioCorp,” and “us” refer to NioCorp Developments Ltd.

and its subsidiaries, collectively.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and

the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities

Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities

legislation (collectively, “forward-looking statements”).

Such forward-looking statements concern our anticipated results

and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s

financial resources, and other events or conditions that may occur in the future.

Forward-looking statements have been based

upon our current business and operating plans, as approved by the Company’s Board of Directors, and may include statements

regarding the anticipated benefits of the transactions (the “2023 Transactions”) contemplated by the previously disclosed

Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company,

GX Acquisition Corp.

II and Big Red Merger Sub Ltd, including NioCorp’s ability to access the full amount of the expected

net proceeds of 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”);

the anticipated benefits of the April 2025 Offering (as defined below);

NioCorp’s ability to receive a final commitment of

financing from the Export-Import Bank of the United States (“EXIM”);

anticipated benefits of the listing of the Common

Shares, no par value, of the Company (“Common Shares”) on The Nasdaq Stock Market LLC (“Nasdaq”);

the financial

and business performance of NioCorp;

NioCorp’s anticipated results and developments in the operations of NioCorp in future

NioCorp’s planned exploration and development activities;

the adequacy of NioCorp’s financial resources;

ability to secure sufficient project financing to complete construction and commence operation of the Company’s niobium,

scandium and titanium project (the “Elk Creek Project”) located in southeastern Nebraska and move it to commercial

operation, including the required financing to get to a final investment decision;

used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, references to “we,” “our,”

the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd.

and its subsidiaries,

collectively.

Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning

of applicable Canadian securities legislation (collectively, “forward-looking statements”).

Such forward-looking statements

concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities,

the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking

statements have been based upon our current business and operating plans, as approved by the Board, and may include statements

regarding, among other matters, the financial and business performance of NioCorp;

NioCorp’s anticipated results and developments

in the operations of NioCorp in future periods;

NioCorp’s planned exploration activities;

the adequacy of NioCorp’s

financial resources;

NioCorp’s ability to secure sufficient project financing to complete construction and commence operation

of the Company’s niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska;

NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”);

the estimated total upfront capital expenditure for the Elk Creek Project;

NioCorp’s expectation and ability to produce

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to produce and supply specific products and market demand for those products;

the outcome of current recovery process improvement

testing and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp’s expectation

that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project, including

the twin ramp Railveyor mining design;

NioCorp’s ability to access the full amount

of the expected net proceeds of 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”);

NioCorp’s expectation that it will receive the full $10 million in reimbursement under the DoD

Agreement (as defined below);

the intended use of our cash balance as of September 30, 2025 as well as the proceeds from the October

2025 Offering (as defined below), the proceeds from the exercise of Common Share purchase warrants (“Warrants”) and

the reimbursement payments pursuant to the DoD Agreement;

the expected results of the 2025 Drilling Program (as defined below)

at the Elk Creek Project;

the expectation that the results of the 2025 Drilling Program will be used to update the feasibility

study for the Elk Creek Project;

the Elk Creek Project’s ability to produce multiple critical metals;

the Elk Creek

Project’s projected ore production and mining operations over its expected mine life;

the completion of technical and economic

analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite;

NioCorp’s updating

its technical report for the Elk Creek Project;

statements with respect to the estimation of mineral resources and mineral reserves;

the Elk Creek Project’s

projected ore production and mining operations over its expected mine life;

the completion of technical and economic analyses

on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite;

statements with respect to the

estimation of mineral resources and mineral reserves;

the exercise of options to purchase additional land parcels;

the execution of contracts with engineering, procurement and construction

the advancement of offtake discussions with potential customers;

NioCorp’s ongoing evaluation of the impact of

inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model;

the execution

of contracts with engineering, procurement and construction companies;

NioCorp’s ongoing evaluation of the impact of inflation,

supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project’s economic model;

and the creation of full

time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking statements are frequently,

but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,”

“estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions,

or results “will,” “may,” “could,” or “should” (or the negative and grammatical

variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions with respect to predictions,

expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using

words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates”

or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain

actions, events, or results “may,” “could,” “would,” “might,” or “will”

be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements

reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to:

ability to receive sufficient project financing for the construction and development of the Elk Creek Project on acceptable terms

Forward-looking

statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,”

“intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements

that events, conditions, or results “will,” “may,” “could,” or “should” (or the

negative and grammatical variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions

with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance

(often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,”

“anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,”

or stating that certain actions, events, or results “may,” “could,” “would,” “might,”

or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on

acceptable terms, or at all;

the future price of metals;

the stability of the financial and capital markets;

NioCorp’s ability to service its

debt and meet the payment obligations thereunder;

and current estimates and assumptions regarding the 2023 Transactions and their

Such forward-looking statements reflect the Company’s current views with respect to future events and are subject

to certain known and unknown risks, uncertainties, and assumptions.

Many factors could cause actual results, performance, or achievements

to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking

statements, including, among others, risks related to the following:

NioCorp’s ability to use the net proceeds of the April

2025 Offering in a manner that will increase the value of shareholders’ investment;

NioCorp’s ability to operate as

a going concern;

NioCorp’s requirement of significant additional capital;

NioCorp’s ability to receive sufficient project

financing for the construction of the Elk Creek Project on acceptable terms or at all;

NioCorp’s ability to receive a final

commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all;

NioCorp’s ability to recognize

the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of the expected

net proceeds under the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability to continue to meet Nasdaq listing

risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution or the perception

of the likelihood of any of the foregoing;

the extent to which NioCorp’s level of indebtedness and/or the terms contained

in agreements governing NioCorp’s indebtedness, if any, or the Yorkville Equity Facility Financing Agreement may impair NioCorp’s

and current estimates

and assumptions regarding the Yorkville Equity Facility Financing Agreement and its benefits.

Such forward-looking statements

reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties,

and assumptions.

Many factors could cause actual results, performance, or achievements to be materially different from any future

results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others,

risks related to the following:

NioCorp’s requirement of significant

additional capital;

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project

on acceptable terms, or at all;

NioCorp’s ability to achieve the required milestones and receive the full $10.0 million

in reimbursement under the DoD Agreement;

NioCorp’s ability to receive a final commitment of financing from EXIM or other

debt financing or financial support on acceptable timelines, on acceptable terms, or at all;

NioCorp’s ability to access

the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability

to continue to meet Nasdaq listing standards;

risks relating to the common shares, no par value, of the Company (“Common

Shares”), including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any

of the foregoing;

the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing

NioCorp’s indebtedness, if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp’s

ability to obtain additional financing, on acceptable terms, or at all;

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development projects;

a disruption in, or failure of, NioCorp’s information technology systems, including those related to

cybersecurity;

a disruption in, or failure of, NioCorp’s information technology systems, including those related

to cybersecurity;

equipment and supply shortages;

1 unchanged sentence

and rare earth products;

current and future offtake agreements, joint ventures, and partnerships;

current and future offtake agreements, joint ventures, and partnerships, including our ability to negotiate

extensions to existing agreements or to enter into new agreements, on favorable terms or at all;

NioCorp’s ability to attract

2 unchanged sentences

mineral exploration and production activities;

feasibility study

study results;

the results of metallurgical testing;

the results of technological research;

changes in demand for and price of commodities

(such as fuel and electricity) and currencies;

changes in demand for and price of

commodities (such as fuel and electricity) and currencies;

competition in the mining industry;

changes or disruptions in the securities markets;

legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the

mining industry;

changes or disruptions in the securities

legislative, political or economic developments, including changes in federal and/or state laws that may significantly

affect the mining industry;

trade policies and tensions, including tariffs;

inflationary pressures;

the impacts of climate change, as well

as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change;

the impacts of climate change,

as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from

climate change;

the need to obtain permits and comply with laws and regulations and other regulatory requirements;

the timing and reliability of

sampling and assay data;

the possibility that actual results of work may differ from projections/expectations or may not realize

the perceived potential of NioCorp’s projects;

risks of accidents, equipment breakdowns, and labor disputes or other unanticipated

difficulties or interruptions;

the possibility of cost overruns or unanticipated expenses in development programs;

technical difficulties in connection with exploration, mining, or development activities;

management of the water balance at the

Elk Creek Project site;

and reliability of sampling and assay data;

the possibility that actual results of work may differ from projections/expectations

or may not realize the perceived potential of NioCorp’s projects;

risks of accidents, equipment breakdowns, and labor disputes

or other unanticipated difficulties or interruptions;

the possibility of cost overruns or unanticipated expenses in development

operating or technical difficulties in connection with exploration, mining, or development activities;

management of

the water balance at the Elk Creek Project site;

land reclamation requirements related to the Elk Creek Project;

the speculative nature of mineral exploration

and development, including the risks of diminishing quantities of grades of reserves and resources;

claims on the title to NioCorp’s

the speculative

nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources;

claims on the title to NioCorp’s properties;

potential future litigation;

and NioCorp’s lack of insurance covering all of NioCorp’s operations.

Should one or more of these risks or uncertainties

materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.

Forward-looking

statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future

events or conditions may differ materially

from those reflected in the forward-looking statements due to a variety of risks, uncertainties,

and other factors, including without limitation those discussed under the heading “Risk Factors” in our Annual Report

on Form 10-K, as well as other factors described elsewhere in this Quarterly Report on Form 10-Q and the Company’s other

reports filed with the SEC.

The Company’s forward-looking statements

contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date

of this Quarterly Report on Form 10-Q.

The Company does not assume any obligation to update forward-looking statements if circumstances

or management’s beliefs, expectations, or opinions should change, except as required by law.

For the reasons set forth above,

investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.

Qualified Person

All technical and scientific information

that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and

approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer.

Honan is a “Qualified Person”

as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and subpart 1300 of

Regulation S-K.

Company Overview

NioCorp is developing the Elk Creek Project,

located in southeast Nebraska.

The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and

titanium reserves and resources and disclosed rare earth mineral resources.

The Company is continuing technical and economic studies

around the rare earths contained in the Elk Creek Project’s mineral resources in order to determine whether extraction of

rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors.

has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase

battery safety.

Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines.

It also is used in High-Strength, Low-Alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings,

pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits,

including reduced fuel consumption and material usage and fewer air emissions.

Scandium can be combined with aluminum to make high-performance

alloys with increased strength and improved corrosion resistance.

Scandium also is a critical component of advanced solid oxide

fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation.

Titanium is a component

of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical

implants, and many others.

It also is used in pigments for paper, paint, and plastics.

Rare earths are critical to electrification

and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available.

Our primary business strategy is to advance

our Elk Creek Project to commercial production.

We are focused on obtaining additional funds to carry out our near-term planned

work programs associated with securing the project financing necessary to complete mine development and construction of the Elk

Creek Project.

Recent Corporate Events

On April 21, 2025, the Company closed an

underwritten public offering (the “April 2025 Offering”), pursuant to the underwriting agreement, dated April 17, 2025

(the “April 2025 Underwriting Agreement”), with Maxim Group LLC (“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 of $2.5999.

The April 2025 Pre-Funded Warrants have an exercise price of $0.0001 per underlying

Common Share, are exercisable immediately, and do not have an expiration date.

On April 17, 2025, Maxim partially exercised its

over-allotment option to purchase 323,504 additional Common Shares at the closing.

The gross proceeds from the April 2025 Offering

were approximately $20.8 million, before deducting underwriting discounts and offering expenses.

Elk Creek Project Update

During the quarter ended March 31, 2025,

the Company completed negotiations with two 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 two parcels of land for

project construction and operation which the Company

does not already own.

paid $90,000 upon closing of the OTP extensions and will make periodic payments totaling $23,000 over the extension period related

to these contract amendments.

With the closing of these two OTP extensions, along with four extensions closed earlier in fiscal

year 2025, all substantive OTPs related to the project have expiration dates between December 2029 and May 2040.

On April 23, 2025, the Company announced

the launch of a drilling campaign (the “Campaign”) designed to support the conversion of a portion of its current Indicated

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

Mineral Reserves at the Elk Creek Project.

The Campaign will supplement previous exploratory drilling and will operate under existing

permits issued by the State of Nebraska.

The Campaign is intended to complement other technical and economic analyses necessary

to update the feasibility study for the Elk Creek Project.

An updated feasibility study is necessary as part of the due diligence

process for up to $800 million in potential debt financing that NioCorp is seeking from EXIM, as further discussed under “Liquidity

and Capital Resources ” below.

Other Activities

The Company has developed and begun to

execute a work plan to further advance the development of the Elk Creek Project.

In addition to the expected updates to Mineral

Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its new and more efficient

production process which incorporates the potential addition of light and heavy magnetic rare earth oxides, the planned production

of titanium in the form of titanium tetrachloride, and the potential to produce both ferroniobium and niobium oxide as commercial

In addition, the Company is examining plans to potentially modify the design of the mine to incorporate a twin ramp for

access along with a Railveyor system for material movement instead of utilizing its currently planned vertical mining shafts.

updated mine design is expected to also incorporate updated costing.

This work is expected to be summarized in an updated feasibility

study for the Elk Creek Project.

In addition to the work plans noted above,

as funds become available through the Company’s fundraising efforts, the Company expects to undertake the following activities

to further advance the Elk Creek Project and the Company is assessing and prioritizing the timing of these efforts:

Acquisition of additional land parcels currently under OTP agreements;

Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth element production;

Negotiation and completion of engineering, procurement, and construction agreements;

Completion of the final detailed engineering for the underground portion of the Elk Creek Project;

Initiation and completion of the final detailed engineering for surface project facilities;

Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;

Completion of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site;

Continuation of mine groundwater investigation and control activities;

Initiation of long-lead equipment procurement activities;

Continuation of the Company’s efforts to secure federal, state, and local operating permits;

Completion of the characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs;

Continued engineering

and costing of road improvements near the junction of Nebraska state highways 50 and 62, which are intended to facilitate access

to the Elk Creek Project site and manage increased traffic in the project vicinity.

Financial and Operating Results

The Company has no revenues from mining

Operating expenses incurred primarily related to costs incurred for the advancement of the Elk Creek Project and the

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

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

and NioCorp’s lack of insurance covering

all of NioCorp’s operations.

one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may

vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s

forward-looking statements.

Forward-looking statements are statements about the future and are inherently uncertain, and actual

achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking

statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the

heading “Risk Factors” in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly

Report on Form 10-Q and the Company’s other reports filed with the SEC.

Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations,

and opinions of management as of the date of this Quarterly Report on Form 10-Q.

The Company does not assume any obligation to

update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except

as required by law.

For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance

on, forward-looking statements.

technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report

on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer.

is a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of Disclosure for

Mineral Projects and subpart 1300 of Regulation S-K.

is developing the Elk Creek Project, located in southeast Nebraska.

The Elk Creek Project is a development-stage property that

has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources.

The Company is

continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources

in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking

into account all relevant factors.

Niobium has developing applications in the formulation of solid-state lithium-ion batteries,

which may reduce charging times and increase battery safety.

Niobium is used to produce various superalloys that are extensively

used in high performance aircraft and jet turbines.

It also is used in High-Strength, Low-Alloy steel, a stronger steel used in

automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or

reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air

Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion

Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology

for high-reliability, distributed electricity generation.

Titanium is a component of various superalloys and other applications

that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others.

It also is used

in pigments for paper, paint, and plastics.

Rare earths are critical to electrification and decarbonization initiatives and can

be used to manufacture the strongest permanent magnets commercially available.

primary business strategy is to advance our Elk Creek Project to commercial production.

We are focused on carrying out our near-term

planned work programs associated with securing the project financing package necessary to complete mine development and construction

of the Elk Creek Project.

Corporate Events

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 $41.2 million.

August 5, 2025, the Company announced that we entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced

Technology International (“ATI”), an entity acting on behalf of the Defense Industrial Base Consortium under the authority

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..

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 $46.0 million.

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 $55.3 million.

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 $139.1

Company intends to use the net proceeds from the July 2025 Offering, September 2025 Registered Direct Offering, September 2025

Public Offering, and October 2025 Offering for working capital and general corporate purposes, including to advance its efforts

to launch construction of the Elk Creek Project and move it to commercial operation.

Creek Project Update

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 Properties”), pursuant to

the terms of the Option to Purchase, dated as of December 4, 2009, as amended (the “2009 Option Agreement”), and the

Option to Purchase, dated December 4, 2014, as amended (the “2014 Option Agreement” and together with the 2009 Option

Agreement, the “August Option Agreements”), each between Roger and Nancy Woltemath and ECRC.

Pursuant to the terms

of the August Option Agreements, Roger and Nancy Woltemath sold, transferred, conveyed and assigned to ECRC all of their rights,

privileges, title and interest in and to the surface rights with respect to one of the parcels (consisting of the property known

as Woltemath80S) and to the surface rights and associated mineral rights with respect to a 1.66-acre parcel.

The purchase price

was approximately $2.7 million, including indirect costs of $35,000.

September 8, 2025, the Company announced the successful completion of its previously announced drilling program at the Elk Creek

Project (the “2025 Drilling Program”).

The 2025 Drilling Program was divided into two phases.

Phase I of the 2025

Drilling Program comprised 11 HQ diamond drill holes totaling approximately 7,339 meters and Phase II of the 2025 Drilling Program

comprised four HQ diamond drill holes totaling approximately 2,235 meters.

Two additional geomechanical drill holes totaling approximately

1,950 meters were also completed as part of an accelerated effort to support the underground mine design related to access ramp

Assays of the drill holes completed during the 2025 Drilling Program are underway at external laboratories.

2025 Drilling Program and associated technical work is designed to support the conversion of a portion of the Elk Creek Project's

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

Reserves into Proven Mineral Reserves.

The 2025 Drilling Program was designed to help meet Mineral Resource and Mineral Reserve

classification requirements associated with the ongoing review of the Company's application for up to $800 million in potential

debt financing by EXIM, as further discussed under “—Liquidity and Capital Resources.”

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

a portion of the property known as Woltemath002, consisting of approximately 105.77 acres of land (the “Woltemath002 Property”),

pursuant to the terms of the 2009 Option Agreement and (ii) the property known as Woltemath003J, consisting of approximately 220

acres of land (the “Woltemath003J Property” and, together with the Woltemath002 Property, the “ September Properties”),

pursuant to the terms of the Amended and Restated Option to Purchase, dated January 4, 2017, as amended, between Victor and Juanita

Woltemath (together with Roger and Nancy Woltemath, the “Owners”) and ECRC (the “2017 Option Agreement”

and, together with the 2009 Option Agreement, the “September Option Agreements”).

Pursuant to the terms of the September

Option Agreements, the 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, which consisted of approximately 325.77 acres of the

The aggregate purchase price was approximately $11.3 million, including indirect costs of $29,000.

This acquisition

provides NioCorp with ownership of all land that hosts the Elk Creek Project’s Mineral Resource and Mineral Reserve and

all acreage necessary to commence construction once project financing is obtained.

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.

As a result of this transaction, the Company now holds full ownership

of all surface rights within the one-square-mile section in which it plans to construct both the underground critical

minerals mine and integrated surface processing facility associated with the Elk Creek Project.

Company continues to execute a work plan to further advance the development of the Elk Creek Project.

In addition to the expected

updates to Mineral Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its

new and more efficient production process which incorporates the potential addition of light and heavy magnetic rare earth oxides,

the planned production of titanium in the form of titanium tetrachloride, and the potential to produce both ferroniobium and niobium

oxide as commercial products.

In addition, the Company is advancing engineering to potentially modify the design of the mine to

incorporate a twin ramp for access along with a Railveyor system for material movement instead of utilizing vertical mining shafts.

The updated mine design is expected to also incorporate updated costing.

This work is expected to be summarized in an updated

feasibility study for the Elk Creek Project.

addition to the work plans noted above, as funds become available through the Company’s fundraising efforts, the Company

expects to undertake the following activities to further advance the Elk Creek Project and the Company is assessing and prioritizing

the timing of these efforts:

evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the

Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth element

and completion of engineering, procurement, and construction agreements;

of personnel to manage the Company’s responsibilities for construction and operations;

of the final detailed engineering for the underground portion of the Elk Creek Project;

and completion of the final detailed engineering for surface project facilities;

of natural gas and electrical infrastructure to serve the Elk Creek Project site;

of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site;

of mine groundwater investigation and control activities;

of long-lead equipment procurement activities;

of the Company’s efforts to secure additional federal, state, and local operating permits;

of the characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs;

engineering and costing of road improvements near the junction of Nebraska state highways 50 and 62, which are intended to

facilitate access to the Elk Creek Project site and manage increased traffic in the project vicinity.

and Operating Results

Company has no revenues from mining operations.

Operating expenses incurred primarily related to costs incurred for the advancement

of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following

For the Three Months Ended

September 30,

Operating expenses

9 unchanged sentences

Foreign exchange (gain) loss

Loss on equity securities

Interest income

Income tax benefit

2 unchanged sentences

Net loss attributable to the Company

Three-month period ended March 31, 2025

compared to the three-month period ended March 31, 2024

Significant items affecting operating expenses

are noted below:

Employee-related expenditures

decreased for the three-month period in 2025 as compared to 2024 primarily due to the timing of options issued to employees in

Other operating expenses

include costs related to investor relations, general office expenditures, equity offering and proxy expenditures, board-related

expenditures, and other miscellaneous costs.

These costs decreased for the three-month period in 2025 as compared to 2024 primarily

due to the timing of fully vested Options issued to board members and advisors in 2024, a decline in financial services spending,

and lower general insurance costs, partially offset by the cybersecurity expense incurred in 2025 associated with a cybersecurity

incident that resulted in misdirected vendor payments.

Other significant items impacting the change

in the Company’s net loss are noted below :

Change in fair value of Earnout

Shares liability represents the changes in fair value related to the shares of Class B common stock of Elk Creek Resource Corporation

(“ECRC”), an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp.

II, the rights of

the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC

Class B common stock, the “Earnout Shares”).

The 2025 expense represents the impact of an increase in the Company’s

Common Share price on the financial modeling used to determine the period end fair values, whereas the 2024 gain represents the

impact of a lower share price on the financial modeling results.

Change in fair value of warrant

liabilities represents the changes in fair value of Common Share purchase warrants (“Warrants”) that are carried

as liabilities in the condensed consolidated balance sheet.

Expense for the three-month period ending March 31, 2025, reflects

the impact of an increase in the Company’s Common Share price on the

Black-Scholes modeling

results for our outstanding Warrant liabilities, whereas the 2024 gain primarily represents the impact of a lower share price

on the modeling at period end.

Interest expense decreased

for the three-month period in 2025 as compared to 2024, as 2024 included accretion expense associated with the unsecured convertible

debentures (the “Convertible Debentures”) issued to Yorkville in March 2023.

The outstanding balance of the Convertible

Debentures was substantially reduced during fiscal year 2024 and was fully retired in the first quarter of 2025.

Other Gain s for the three-month

period ended March 31, 2024, represents the change in fair value of Canadian dollar-denominated Options which were being carried

as a liability.

Loss attributable to noncontrolling

interest represents the portion of net loss in ECRC not owned by the Company.

Nine-month period ended March 31, 2025

compared to the nine-month period ended March 31, 2024

Significant items affecting operating expenses

are noted below.

Employee-related expenditures

decreased for the nine-month period in 2025 as compared to 2024 primarily due to a reduction in the number of options issued to

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

Professional fees decreased

for the nine-month period in 2025 as compared to 2024, primarily due to higher costs incurred in 2024 related to the timing of

legal services associated with the Company’s SEC registration statements filed in October 2023, as well as increased audit

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

September 30, 2023 financial statements.

Exploration expenditures

decreased for the nine-month period in 2025 as compared to 2024, as 2024 costs included operation of the demonstration-scale processing

plant located in Trois-Rivieres, Quebec built by the Company and L3 Process Development (“L3”) and operated by L3 (the

“Demonstration Plant”).

Operation of the Demonstration Plant ended during the third quarter of fiscal year 2024.

Other operating expenses

decreased for the nine-month period in 2025 as compared to 2024 primarily due to a decrease in director and officer insurance expense,

the timing of fully vested Options issued to board members and advisors, and declines in scandium development initiatives and financial-related

services, partially offset by the cybersecurity expense incurred in 2025 associated with a cybersecurity incident that resulted

in misdirected vendor payments.

Overall, changes in the fair value of Earnout

Shares and Warrant liabilities, and the decline in interest expense were based on the same factors that impacted the three-month

results noted above.

Liquidity and Capital Resources

We have no revenue generating operations

from which we can internally generate funds.

To date, our ongoing operations have been financed by the sale of our equity securities

by way of public and private offerings, convertible securities issuances, the exercise of Options and Warrants, and related party

With respect to currently outstanding Options and Warrants, we believe that exercise of these instruments, and cash proceeds

from such exercises, will not occur unless and until the market price for our Common Shares equals or exceeds the related exercise

price of each instrument.

On April 12, 2024, the Company issued and

sold to Yorkville and Lind Global Fund II (“Lind II” and, together with Yorkville, the “April 2024 Purchasers”),

$8.0 million aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities purchase

agreement, dated April 11, 2024, between the Company and each of the April 2024 Purchasers.

The Company also issued to the April

2024 Purchasers, in proportion to the aggregate principal amount of the April 2024 Notes issued to each April 2024 Purchaser, Warrants

to purchase up to 615,385 Common Shares.

All remaining amounts due to Lind II ($176,000) and Yorkville ($1.0 million) under the

April 2024 Notes were repaid on January 6, 2025, And February 7, 2025, respectively.

On September 11, 2024, the Company and

Mark Smith entered into the Loan Agreement, by and between the Company and Mark Smith (the “Smith Loan Agreement”),

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

A total of $504,000 was subsequently

drawn down, and subsequently the Company repaid $508,000, representing the balance of the interest and principal outstanding under

the Smith Loan, plus $41,000 related to the loan origination fees payable.

On November 5, 2024, the Company closed

an underwritten public offering (the “November 2024 Registered Offering”), pursuant to the underwriting agreement,

dated November 3, 2024, with Maxim, as underwriter, which consisted of 1,592,356 Common Shares, 1,672,090 Series A warrants to

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

On November 13, 2024, the Company closed

a non-brokered private placement (the “November 2024 Private Offering”) pursuant to binding subscription agreements

with certain accredited investors as part of a non-brokered private placement of 2,199,602 units of the Company (the “November

2024 Units”).

Each November 2024 Unit consists of one Common Share, one Series A warrant to purchase up to an additional

Common Share and one-half of one Series B warrant to purchase up to one-half of one Common Share.

On January 31, 2025, the Company closed

an underwritten public offering (the “January 2025 Offering”), pursuant to the underwriting agreement, dated January

29, 2025, with Maxim, as underwriter, which consisted of 2,577,320 Common Shares, 2,577,320 Series A warrants to purchase up to

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

The combined gross proceeds from the November

2024 Registered Offering, the November 2024 Private Offering, and the January 2025 Offering were approximately $11.0 million, before

deducting underwriting discounts and offering expenses.

These proceeds were used for working capital and general corporate purposes,

to repay amounts outstanding on the Smith Loan, to repay the April 2024 Notes, and to a limited degree, to advance efforts to launch

construction of the Elk Creek Project and move it to commercial operation.

As of March 31, 2025, the Company had cash

of $1.3 million and working capital of $0.3 million, compared to cash of $2.0 million and a working capital deficit of $9.0 million

on June 30, 2024.

We expect that the Company will operate

at a loss for the foreseeable future.

The Company’s current planned cash needs are approximately $23.0 million for the next

twelve months.

In addition to outstanding accounts payable and short-term liabilities, our planned expenditures over the next twelve

months are expected to consist of expenditures relating to certain advancements of the Elk Creek Project by NioCorp’s majority

owned subsidiary, ECRC, corporate overhead costs and estimated costs related to securing financing necessary for advancement of

the Elk Creek Project.

The planned corporate overhead costs include

Elk Creek property lease commitments, which are $22,000 through June 30, 2025, and outstanding accounts payable.

The estimated financing costs associated

with the Elk Creek Project over the next twelve months include, but are not limited to, costs relating to the EXIM application

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

On June 6, 2023, the Company announced that it had submitted an

application to EXIM for debt financing (the “EXIM Financing”) to fund the project costs for the Elk Creek Project,

under EXIM’s “Make More in America” initiative.

The EXIM Financing is subject to, among other matters, the satisfactory

completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation.

can be no assurance that the EXIM Financing will be completed on the terms described herein or at all.

The Company was informed

that its application received approval by the first of three reviews by the EXIM Transaction Review Committee (the “TRC”)

on October 2, 2023.

During the quarter, EXIM continued to process the Company’s application for debt financing under EXIM’s

Make More in America Program.

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

The Company continues to meet with EXIM as well as providing responses to requests for additional information from EXIM

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

As part of the diligence

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

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

However, there

can be no assurance what further project activities or matters EXIM may request in connection with the application process.

are currently unable to estimate how long the application process may

take, and there can be no assurances that we will be able

to successfully negotiate a final commitment of debt financing from EXIM.

The planned expenditures relating to the

advancement of the Elk Creek Project over the next twelve months include, but are not limited to, an updated mine plan and updated

capital costs in connection with the EXIM application process.

The gross proceeds from the April

2025 Offering were approximately $20.8 million, before deducting underwriting discounts and offering expenses of

approximately $2.0 million.

In addition, during 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.

result of these transactions, the Company received cash totaling approximately $3.6 million and issued 1,568,694 Common

We expect to use the proceeds from the April 2025 Offering, the Yorkville Equity Facility Financing Agreement,

and the Warrant exercise issuances noted above, to fund our planned expenditures for the next twelve months.

additional work is required in order to advance the Elk Creek Project, and if the Company were able to obtain additional

funding, the Company would be able to accelerate planned expenditures ahead of its current schedule.

In addition, to the

extent that EXIM requests further project activities to be undertaken in connection with the diligence process, the Company

would require additional funding to complete such activities.

The Company’s ability to continue operations and fund our

current work plan is dependent on management’s ability to secure additional financing.

When available, the Yorkville Equity Facility

Financing Agreement provides an opportunity to actively manage the cash needs of the Company more closely, and the Company may

also utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a time when they are in need.

Alternatively,

the Company can also utilize the Yorkville Equity Facility Financing Agreement for opportunistic share sales.

However, the Yorkville

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

Except for the potential funding from advances

under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential exercise of Options and Warrants,

we currently have no further funding commitments or arrangements for additional financing at this time.

Net loss per share attributable to the Company

Adjusted net loss

Adjusted net loss per share

period ended September 30, 2025 compared to the three-month period ended September 30, 2024

items affecting operating expenses are noted below:

Employee-related

expenditures increased for the three-month period in 2025 as compared to 2024 primarily due to the timing of options issued

to employees in 2025.

fees increased for the three-month period in 2025 as compared to 2024, primarily due to higher costs incurred in 2025 related

to the timing of legal services associated with the preparation of the Company’s SEC registration statements filed in October

expenditures increased for the three-month period in 2025 as compared to 2024, primarily due to expenditures associated with

the 2025 Drilling Program.

operating expenses include costs related to investor relations, general office expenditures, shareholder services and proxy

expenditures, board-related expenditures, and other miscellaneous costs.

These costs increased for the three-month period in 2025

as compared to 2024 primarily due to the timing of fully vested options to purchase

Common Shares (“Options”) issued

to board members and advisors in 2025 and increases in investor-facing services and stipend payments provided to board members.

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

in fair value of Earnout Shares liability represents the changes in fair value related to the shares of Class B common stock

of ECRC, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions

(such shares of ECRC Class B common stock, the “Earnout Shares”).

The 2025 expense represents the impact of an increase

in the Company’s Common Share price on the financial modeling used to determine the period end fair values, whereas the

2024 gain represents the impact of a lower share price on the financial modeling results.

in fair value of warrant liabilities represents the changes in fair value of Warrants that are carried as liabilities in the

condensed consolidated balance sheet.

Expense for the three-month period ending September 30, 2025, reflects the impact of an

increase in the Company’s Common Share price on the Black-Scholes modeling results for our outstanding Warrant liabilities,

whereas the 2024 gain primarily represents the impact of a lower share price on the modeling at period end.

income represents earnings from the investment of excess cash balances in a commercial money market account.

for the three-month period in 2025 as compared to 2024 is due to an increase in our cash balance resulting from our successful

financing efforts during calendar year 2025.

attributable to noncontrolling interest represents the portion of net loss in ECRC not owned by the Company.

in loss for the three-month period in 2025 as compared to 2024 is related to the increased exploration expenditures, as noted

above, incurred by ECRC.

net loss and adjusted net loss per share both increased for the three-month period in 2025, as compared to 2024, primarily due

to the increase in exploration expenditures, as noted above, incurred by ECRC.

and Capital Resources

have no revenue generating operations from which we can internally generate funds.

To date, our ongoing operations have been financed

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

Options and Warrants, and related party loans.

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

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

equals or exceeds the related exercise price of each instrument.

discussed above under “— Recent Corporate Events ”, the Company closed four equity offering transactions

between July 18, 2025 and October 15, 2025.

The combined net proceeds from these offerings were approximately $194.4 million,

after deducting placement agency fees and other offering expenses payable by the Company.

In addition, during the three-month

period ended September 30, 2025, the Company issued an aggregate of 10,975,634 Common Shares through the exercise of Warrants

and Options by their holders, for which the Company received proceeds totaling approximately $15.2 million.

The Company expects

to use these net proceeds for working capital and general corporate purposes, including to advance efforts to launch construction

of the Elk Creek Project and move it to commercial operation.

of September 30, 2025, the Company had cash of $162.8 million and working capital of $159.6 million, compared to cash of $25.6

million and working capital of $24.8 million on June 30, 2025.

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

The Company’s current planned cash outflows are

approximately $40.0 million to $50.0 million for the next twelve months.

Our planned cash outflows over the next twelve months

are expected to consist of expenditures relating to limited, incremental activities to advance certain aspects of the Elk Creek

Project by NioCorp’s majority owned subsidiary, ECRC, corporate overhead costs, and estimated costs related to securing

financing necessary for advancement of the Elk Creek Project.

These planned expenditures include expenditures relating to the

anticipated completion of an updated resource and reserve estimate

and associated mine plan and an updated capital cost estimate

in connection with the EXIM application process, ongoing engineering and metallurgical test work, environmental and permitting

activities, community and stakeholder engagement programs, corporate and administrative overhead, and advisory costs related to

securing project financing.

Company will need to secure additional capital to finance construction and achieve commercial production to support its

long-term business objectives.

Until sufficient funding for construction is secured, the Company expects to limit activities

to modest, value-preserving work and project readiness efforts.

The Company also intends to evaluate strategies and potential

investment opportunities that could reduce overall project costs, capital requirements, or execution risk.

planned corporate overhead costs over the next twelve months are approximately $11.0 million, including Elk Creek property lease

commitments, which are $65,000 through June 30, 2026, and the settlement of outstanding accounts payable as of September 30, 2025.

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

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

On June 6, 2023, the Company

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

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

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

final terms, and the negotiation of definitive documentation.

The Company was informed that its application received approval

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

In April 2024,

EXIM provided the Company with a preliminary, non-binding indicative term sheet as part of a Preliminary Project Letter (the “PPL”),

which also conveyed EXIM’s initial due diligence findings on the Company’s application for the EXIM Financing.

PPL identified additional project activities to be undertaken by the Company as part of EXIM’s due diligence process.

included, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis

reflecting updated process flows.

The 2025 Drilling Program, which started in April 2025, was designed to help meet mineral resource

and mineral reserve classification requirements necessary to complete certain of the additional project activities identified

In addition, as previously disclosed, the Company took an additional step in the process by executing a professional

services agreement with SLR Consulting to conduct an independent environmental and social review as part of EXIM’s ongoing

project due diligence.

Company continues to meet with EXIM, provide responses to requests for additional information from EXIM and to the consultants

that are conducting due diligence on the Company’s application on behalf of EXIM and take steps to complete the additional

project activities identified by the PPL.

There can be no assurance as to what further project activities or matters EXIM may

request in connection with the application process.

We are currently unable to estimate how long the application process may take,

and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing from EXIM.

expect our cash balance as of September 30, 2025, as well as the net proceeds from the October 2025 Offering, the proceeds from

Warrant and Option exercises that occurred since September 30, 2025, and the reimbursement payments pursuant to the DoD Agreement,

to be sufficient to fund our planned expenditures for the next twelve months.

However, additional work is required in order to

advance the Elk Creek Project to construction, requiring additional financing.

The technical report summary for the Elk Creek

Project prepared in accordance with subpart 1300 of Regulation S-K (“S-K 1300”) and filed as Exhibit 96.1 to the Company’s

Annual Report on Form 10-K for the fiscal year ended June 30, 2025, includes an estimated total upfront capital expenditure for

the Elk Creek Project of approximately $1,141.0 million.

The actual amount of capital expenditure required to successfully achieve

commercial production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration,

preparing feasibility studies, permitting, engineering and the construction of infrastructure, mining and processing facilities.

In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence process,

the Company would require additional funding to complete such activities.

As noted above, the Company’s ability to continue

operations, fund our current work plan, and construct and operate the Elk Creek Project is dependent on management’s ability

to secure additional financing.

When available, the Yorkville Equity Facility Financing Agreement provides an opportunity

for opportunistic share sales to help fund our current work plan.

However, the Yorkville Equity Facility Financing Agreement will

expire by its terms on April 1, 2026.

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

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

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

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

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

Management is actively

pursuing additional sources of debt and equity financing, and while it has been successful in doing so in the past, there is no

assurance that we will be able to obtain any such additional financing on acceptable terms, if at all.

Pursuant to the Exchange

Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by

and among NioCorp, ECRC and the Sponsor, NioCorp is restricted from issuing equity or equity-linked securities (other than Common

Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares

of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC.

The April 2025 Underwriting Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to

enter into any variable rate transaction, including issuances of equity or debt securities that are convertible into Common Shares

at variable rates and any equity line of credit, at-the-market agreement or other continuous offering of Common Shares, subject

to certain exceptions, until July 2025.

Notwithstanding the restrictions set forth in the Exchange Agreement and the April 2025

Underwriting Agreement, there is significant uncertainty that we would be able to secure any additional financing in the current

equity or debt markets.

The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken

will be negotiated by management as opportunities to raise funds arise.

Management may pursue funding sources of both debt and

equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription

receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant

to public offerings in the form of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing

and public or private issuances of debt securities, including secured and unsecured convertible debt instruments, or secured debt

project financing.

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

but any such financings will be negotiated at arm’s-length.

Future financings involving the issuance of equity securities

or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities

and will likely be dilutive to current shareholders.

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

properties, although current market conditions and other recent worldwide events have substantially reduced the number of potential

buyers/acquirers of any such interests.

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

conditions described within, management has concluded, as supported by the notes that accompany our financial statements for

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

condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared under the

assumption that we will continue as a going concern.

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

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

Pursuant to the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the

“Exchange Agreement”), by and among NioCorp, ECRC and GX Sponsor II LLC, NioCorp is restricted from issuing equity

or equity-linked securities (other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely

impact the rights of the holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority

of the shares of Class B common stock of ECRC.

The various placement agency agreements entered into with Maxim in connection with

the equity offerings described above under “— Recent Corporate Events ,” including the October 2025 Placement

Agency Agreement, also contain certain covenants that, among other things, limit NioCorp’s ability to enter into any variable

rate transaction on or before November 28, 2025, including issuances of equity or debt securities that are convertible into Common

Shares at variable rates and any equity line of credit, at-the-market offering agreement, or other continuous offering of Common

Shares, other than with Maxim, subject to certain exceptions.

Notwithstanding the restrictions set forth in the Exchange Agreement,

as well as the various placement agency agreements, there is significant uncertainty that we would be able to secure any additional

financing in the current equity or debt markets.

The quantity of funds to be raised and the terms of any proposed equity or debt

financing that may be undertaken will be negotiated by management as opportunities to raise funds arise.

Management may pursue

funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form

of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements

to accredited investors or pursuant to public offerings in the form of underwritten/brokered offerings, registered direct offerings,

or other forms of equity financing and public or private issuances of debt securities, including secured and unsecured convertible

debt instruments, or secured debt project financing.

Management does not currently know the terms pursuant to which such financings

may be completed in the future, but any such financings will be negotiated at arm’s-length.

Future financings involving

the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price

of the Company’s securities and will likely be dilutive to current shareholders.

In addition, we could raise funds through

the sale of interests in our mineral properties, although current market conditions and other recent worldwide events have substantially

reduced the number of potential buyers/acquirers of any such interests.

However, we cannot provide any assurances that we will

be able to be successful in raising such funds.

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

incurred losses since our inception.

We may not have sufficient cash, including Option and Warrant exercises subsequent to

March 31, 2025, to fund normal operations for the next twelve months from the issuance date of this Quarterly Report on Form

10-Q without raising additional funds.

The Company will require additional capital to meet

its long-term operating requirements.

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

and the potential for geographic recessions have contributed to general global economic uncertainty.

During the three months ended

March 31, 2025, these events continued to create uncertainty with respect to overall project funding and timelines.

that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where

funding of its planned ongoing operating activities is secured.

Therefore, these factors raise substantial doubt as to our ability

to continue as a going concern.

We have no exposure to any asset-backed

commercial paper.

Other than cash held by our subsidiaries for their immediate operating needs in Colorado and Nebraska, all of

our cash reserves are on deposit with major U.S.

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

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

recessions have contributed to general global economic uncertainty.

During the three-month period ended September 30, 2025, these

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

The Company will need to secure

additional capital to finance construction and achieve commercial production to support its long-term business objectives.

have no exposure to any asset-backed commercial paper.

Other than cash held by our subsidiaries for their immediate operating

needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S.

and Canadian chartered banks.

We do not believe that the credit, liquidity, or

market risks with respect thereto have increased as a result of the current market conditions.

However, in order to achieve greater

security for the preservation of our capital, we have, of necessity, been required to accept lower rates of interest, which has

also lowered our potential interest income.

Operating Activities

During the nine months ended March 31,

2025, the Company’s operating activities consumed $5.9 million of cash (2024:

$5.6 million).

The cash used in operating activities

for the nine months ended March 31, 2025, reflects the Company’s funding of losses of $8.0 million, increased fair value

related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions.

Overall, operational

outflows during the nine months ended March 31, 2025, decreased from the corresponding period of 2024 due to costs and expenditures

incurred in connection with the Company’s Demonstration Plant.

Going forward, the Company’s working capital requirements

are expected to increase substantially in connection with the development of the Elk Creek Project.

Financing Activities

Financing inflows were $5.2 million during

the nine months ended March 31, 2025 (2024 inflows:

$3.5 million), with 2025 inflows reflecting the gross receipts of $11.0 million

from the equity offerings, $3.1 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, and

$0.4 million from warrant exercises, offset by $7.2 million of convertible debt repayments and $2.1 million of share issuance costs.

Cash Flow Considerations

The Company has historically relied upon

debt and equity financings to finance its activities.

Subject to the restrictions set forth in the Exchange Agreement and the April

2025 Underwriting Agreement, the Company may pursue additional debt and/or equity financing in the medium term;

however, there

can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms, or at all.

The Company has limited financial resources

compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available

to it for current or future projects, although the Company has been successful in the past in financing its activities through

the sale of equity securities.

The ability of the Company to arrange additional

financing in the future will depend, in part, on the prevailing capital market conditions, and its success in developing the Elk

Creek Project.

Any quoted market for the Common Shares may be subject to market trends generally, notwithstanding any potential

success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading price of the Common Shares

could impact its ability to obtain equity financing on acceptable terms.

Historically, the Company has used

net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration and development plans

and other contractual obligations when due.

However, development and construction of the Elk Creek Project will require substantial

additional capital resources.

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

believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions.

However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept

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

the three months ended September 30, 2025, the Company’s operating activities consumed $6.7 million of cash (2024:

The cash used in operating activities for the three months ended September 30, 2025, reflects the Company’s funding

of losses of $43.5 million, primarily resulting from increased fair value related to the Earnout

Shares and Warrant liabilities,

share-based compensation, and other non-cash transactions.

Overall, operational outflows during the three months ended September

30, 2025, increased from the corresponding period of 2024 due to costs and expenditures incurred in connection with the 2025 Drilling

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

with the development of the Elk Creek Project.

the three months ended September 30, 2025, the Company’s investing activities consumed $14.1 million of cash (2024:

The cash used in investing activities for the three months ended September 30, 2025, reflects the acquisition of additional land

and mineral rights for the Elk Creek Project.

inflows were $158.0 million during the three months ended September 30, 2025 (2024 outflows:

$1.2 million), with 2025 inflows

reflecting the gross receipts of $155.0 million from the equity offerings, and $15.3 million from Warrant exercises, offset by

$12.3 million of share issuance costs.

Flow Considerations

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

Subject to the restrictions set forth

in the Exchange Agreement and the various placement agency agreements with Maxim, the Company may pursue additional debt and/or

equity financing in the medium term;

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

in the future on acceptable terms, or at all.

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

that additional funding will be available to it for current or future projects, although the Company has been successful in the

past in financing its activities through the sale of equity securities.

ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital markets conditions,

and its success in developing the Elk Creek Project.

Any quoted market for the Common Shares may be subject to market trends generally,

notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading

price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.

Historically,

the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration

and development plans and other contractual obligations when due.

However, development and construction of the Elk Creek Project

will require substantial additional capital resources.

This includes funding for Elk Creek Project construction and other costs.

See “— Liquidity and Capital Resources ” above for the Company’s discussion of arrangements related

to possible future financings.

Critical Accounting Estimates

There have been no material changes in

our critical accounting estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” under the heading “Critical Accounting Estimates and Recent Accounting Pronouncements” as of June

30, 2024, in the Annual Report on Form 10-K.

Accounting Estimates

have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting

Pronouncements” as of June 30, 2025, in the Annual Report on Form 10-K.

of Non-GAAP Financial Measures and Reconciliations

Company has included certain non-GAAP financial measures in this Quarterly Report on Form 10-Q such as adjusted net loss and adjusted

net loss per share.

Adjusted net loss for presentation purposes is our net loss attributable to the Company plus non-cash items

plus (gain)/loss on non-recurring items plus tax adjustments.

Adjusted net loss per share is the impact of these adjustments on

the per share net losses incurred.

These non-GAAP measures are intended to provide additional information and should not be considered

in isolation or as a substitute for measures of performance prepared in accordance U.S.

Because these non-GAAP performance

measures do not have any standardized meaning prescribed by U.S.

GAAP, they may not be comparable to similar measures presented

by other companies.

The Company’s management believes that presenting adjusted net loss and adjusted net loss per share

investors with additional insight into underlying operating performance by excluding the non-cash losses noted above.

Our presentation of certain non-GAAP financial measures should not be construed to imply that our future results will be unaffected

by the types of items excluded from the calculations of non-GAAP measures.

These non-GAAP measures are not presented in accordance

GAAP and the use of these terms vary from others in our industry.

Reconciliations

of net loss attributable to the Company to adjusted net loss and net loss per share attributable to the Company to adjusted net

loss per share are presented below:

For the Three Months Ended

September 30,

Net loss attributable to the Company

Change in fair value of earnout liability

Change in fair value of warrant liability

Share based compensation

Adjusted net loss

Net loss per share attributable to the Company

Change in fair value of earnout liability

Change in fair value of warrant liability

Share based compensation

Adjusted net loss per share

Federal Income Tax Considerations

If NioCorp (or a subsidiary) is a PFIC

for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of Common Shares or other NioCorp

securities (as determined under applicable U.S.

federal income tax law), then certain significant adverse tax consequences could

apply to such U.S.

holder, including requirements to treat any gain realized upon a disposition of Common Shares (or other securities)

as ordinary income, to include certain “excess distributions” on Common Shares in income, and to pay an interest charge

on a portion of any such gain or distribution.

NioCorp believes that it was classified as a PFIC during the taxable years ended

June 30, 2024 and 2023, and, based on the current composition of its income and assets, as well as current business plans and financial

expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years.

No opinion of legal

counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary

has been obtained or is currently planned to be requested.

The determination of whether any corporation was, or will be, a PFIC

for a taxable year depends, in part, on the application of complex U.S.

federal income tax rules, which are subject to differing

interpretations.

In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such

corporation over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this

Quarterly Report on Form 10-Q.

In addition, even if NioCorp concluded that it or any subsidiary was not classified as a PFIC, the

IRS could challenge such determination and a court could sustain the challenge.

Accordingly, there can be no assurance that NioCorp

or any subsidiary will not be classified as a PFIC for any taxable year.

Each holder of Common Shares or other NioCorp securities

should consult its own tax advisors regarding the PFIC status of NioCorp and each subsidiary thereof and the resulting tax consequences

to the holder, as well as any potential to mitigate such tax consequences through a “QEF” or “mark-to-market”

See the “Risk Factors” section of the Annual Report on Form 10-K.

The Company has one class of shares, being

Common Shares.

A summary of outstanding Common Shares, Options, and Warrants as of May 8, 2025, is set out below, on a fully diluted

Common Shares Outstanding

(Fully Diluted)

Common Shares

Vested shares of ECRC Class B common stock (1)

Each exchangeable into one Common Share at any time, and from time to time, until March 17, 2033.

Each exercisable into one Common Share.

Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 14,448,837 Warrants that are each exercisable into one Common Share.

NioCorp (or a subsidiary) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.

holder of Common Shares or other NioCorp securities (as determined under applicable U.S.

federal income tax law), then certain

significant adverse tax consequences could apply to such U.S.

holder, including requirements to treat any gain realized upon a

disposition of Common Shares (or other securities) as ordinary income, to include certain “excess distributions” on

Common Shares in income, and to pay an interest charge on a portion of any such gain or distribution.

NioCorp believes that it

was classified as a PFIC during the taxable years ended June 30, 2025 and 2024, and, based on the current composition of its income

and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current

taxable year or in future taxable years.

No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”)

concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested.

The determination

of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S.

income tax rules, which are subject to differing interpretations.

In addition, whether any corporation will be a PFIC for any

taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result,

cannot be predicted with certainty as of the date of this Quarterly Report on Form 10-Q.

In addition, even if NioCorp concluded

that it or any subsidiary was not classified as a PFIC, the IRS could challenge such determination and a court could sustain the

Accordingly, there can be no assurance that NioCorp or any subsidiary will not be classified as a PFIC for any taxable

Each holder of Common Shares or other NioCorp securities should consult its own tax advisors regarding the PFIC status of

NioCorp and each subsidiary thereof and the resulting tax consequences to the holder, as well as any potential to mitigate such

tax consequences through a “QEF” or “mark-to-market” election.

See the “Risk Factors” section

of the Annual Report on Form 10-K.

Company has one class of shares, being Common Shares.

A summary of outstanding Common Shares, Options, and Warrants as of November 13, 2025, is set out below, on a fully diluted basis.

Shares Outstanding

shares of ECRC Class B common stock (1)

Each exchangeable

into one Common Share at any time, and from time to time, until March 17, 2033.

Each exercisable

into one Common Share.

Includes 15,666,526

NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 3,671,986 Warrants that are each exercisable

into one Common Share.

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What changed 10-Q

Item 2. Management’s Discussion and Analysis