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Item 1. Financial Statements

2021-05-11 compared with 2021-02-05 · 596 added, 449 removed, 530 unchanged (66% of the section changed)

FINANCIAL STATEMENTS

Condensed consolidated balance sheets as of December 31, 2020 and June 30, 2020 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and six months ended December 31, 2020 and 2019 (unaudited)

Condensed consolidated statements of cash flows for the six months ended December 31, 2020 and 2019 (unaudited)

Condensed consolidated balance sheets as of March 31, 2021 and June 30, 2020 (unaudited)

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended March 31, 2021 and 2020 (unaudited)

Condensed consolidated statements of cash flows for the nine months ended March 31, 2021 and 2020 (unaudited)

Condensed consolidated statements of shareholders’

equity for the three and six months ended December 31, 2020 and 2019 (unaudited)

equity for the three and nine months ended March 31, 2021 and 2020 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

2 unchanged sentences

(expressed in thousands of U.S.

dollars, except share data) (unaudited)

expenses and other

current assets

in equity securities

of use assets

payable and accrued liabilities

payable, current portion

lease liability

liability, convertible debt

current liabilities

payable, net of current portion

lease liability

dollars, except share data)

Prepaid expenses and other

Total current assets

Investment in equity securities

Right of use assets

Mineral interests

Accounts payable and accrued liabilities

Related party loan

Convertible debt

Notes payable, current portion

Operating lease liability

Derivative liability, convertible debt

Total current liabilities

Convertible debt, net of current

Notes payable, net of current portion

Operating lease liability

Total liabilities

SHAREHOLDERS’

stock, unlimited shares authorized;

Common stock, unlimited shares authorized;

shares outstanding:

240,110,267 at December 31, 2020 and 235,925,684 at June 30,

paid-in capital

other comprehensive loss

shareholder equity

liabilities and equity

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

Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

in thousands of U.S.

245,545,587 at March 31, 2021 and 235,925,684 at June 30, 2020

Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive loss

Total shareholder equity

Total liabilities and equity

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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(expressed in thousands of

dollars, except share and per share data) (unaudited)

three months ended

six months ended

Operating expenses

related costs

operating expenses

For the three months ended

For the nine months ended

Operating expenses

on debt extinguishment

in financial instrument fair value

exchange gain

(Gain) loss on equity securities

before income taxes

Other comprehensive

comprehensive loss (gain):

currency translation

comprehensive loss

Loss per common share,

basic and diluted

Employee related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

Loss on debt extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Interest expense

Other (Gain) loss on equity securities

Loss before income taxes

Income tax benefit

Other comprehensive loss:

Other comprehensive loss (gain):

Reporting currency translation

Total comprehensive loss

Loss per common share, basic and diluted

Weighted average common shares outstanding

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

Developments Ltd.

Consolidated Statements of Cash Flows

in thousands of U.S.

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

(expressed in thousands of U.S.

dollars) (unaudited)

For the six months ended

For the nine months ended

CASH FLOWS FROM OPERATING ACTIVITIES

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Loan repayments

Share issuance costs

Proceeds from debt issuance, net of expenses

Related party debt drawdown

8 unchanged sentences

Non-cash financing transactions

Lind conversions

Nordmin conversions

Conversion of accounts payable to convertible debt

Conversions of debt for common shares

Recognition of operating lease liabilities

Loan amounts forgiven

Accounts payable to convertible debt conversion

The accompanying

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

Developments Ltd.

Consolidated Statements of Shareholders’

(expressed in thousands of

The accompanying notes are an integral

part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’

(expressed in thousands of U.S.

dollars, except for Common Shares outstanding) (unaudited)

For the six months ended December 31, 2020 and 2019

Common Shares Outstanding

Additional Paid-in Capital

Accumulated Other Comprehensive Loss

For the nine months ended March 31, 2021 and 2020

Comprehensive

Balance, June 30, 2019

3 unchanged sentences

Loss for the period

Balance, December 31, 2019

Balance, March 31, 2020

Balance, June 30, 2020

Exercise of options

Exercise of warrants

Fair value of

warrants granted

Exercise of options

Fair value of warrants granted

Debt conversions

3 unchanged sentences

Loss for the period

Balance, March 31, 2021

For the three months ended March 31, 2021 and 2020

Comprehensive

Balance, December 31, 2019

For the three months ended December 31, 2020 and 2019

Common Shares Outstanding

Additional Paid-in Capital

Accumulated Other Comprehensive Loss

Balance, September 30, 2019

Debt conversions

2 unchanged sentences

Loss for the period

Balance, March 31, 2020

Balance, December 31, 2020

Balance, September 30, 2020

Exercise of options

Exercise of warrants

Fair value of

warrants granted

Exercise of options

Fair value of warrants granted

Debt conversions

3 unchanged sentences

Loss for the period

Balance, December 31, 2020

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

Developments Ltd.

to the Condensed Consolidated Financial Statements

(expressed in thousands of

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

DESCRIPTION OF BUSINESS

Balance, March 31, 2021

The accompanying notes are an integral

part of these condensed consolidated financial statements.

Developments Ltd.

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construction and commercial operation.

The Company’s ability to continue as a going concern is uncertain and is dependent

upon obtaining sufficient financing, the generation of profits from mineral properties, and maintaining continued support from

its shareholders and creditors.

BASIS OF PREPARATION

Basis of Preparation

and Consolidation

As further discussed in Note 3, the Company’s ability to continue as a going concern

is uncertain and is dependent upon obtaining sufficient financing, the generation of profits from mineral properties, and maintaining

continued support from its shareholders and creditors.

OF PREPARATION

of Preparation and Consolidation

accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted

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the opinion of management, all adjustments considered necessary (including reclassifications and normal recurring adjustments)

to present fairly the financial position, results of operations, and cash flows at December 31, 2020, and for all periods presented,

to present fairly the financial position, results of operations, and cash flows at March 31, 2021, and for all periods presented,

have been included in these interim condensed consolidated financial statements.

6 unchanged sentences

indicative of results for the full year ending June 30, 2021, or future operating periods.

Recent Accounting

Accounting Standards

July 1, 2020, NioCorp adopted Accounting Standards Update 2018-13 - Fair Value Measurements (Topic 820):

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did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.

Developments Ltd.

to the Condensed Consolidated Financial Statements

(expressed in thousands of

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

Use of Estimates

preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions

8 unchanged sentences

there are material differences between estimates and the actual results, future results of operations will be affected.

GOING CONCERN ISSUES

The Company incurred a loss of $2,134 for the six months ended December 31, 2020 (2019 - $2,081) and had

a working capital deficit and an accumulated deficit of $7,471 and $96,820, respectively, as of December 31, 2020.

As an exploration

stage entity, the Company has not yet commenced its mining operations and accordingly does not generate any revenue.

Company’s ability to continue operations and fund its expenditures, which have historically averaged $700 to $850 per quarter,

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

As of December 31, 2020, the Company had cash of $133,

which is not sufficient cash to fund normal operations and meet debt obligations for the next twelve months without deferring

CONCERN ISSUES

Company incurred a loss of $3,147 for the nine months ended March 31, 2021 (2020 - $3,343) and had an accumulated deficit of $97,833

as of March 31, 2021.

As an exploration stage entity, the Company has not yet commenced its mining operations and accordingly

does not generate any revenue.

The Company’s ability to continue operations and fund its expenditures, which have historically

averaged $700 to $850 per quarter, is dependent on management’s ability to secure additional financing.

As of March 31, 2021,

the Company had cash of $8,626 which, after consideration of the purchase of land and the private placement funding disclosed in

Note 12, may not be sufficient to fund normal operations and meet debt obligations for the next twelve months without deferring

payment on certain current liabilities and raising additional funds.

2 unchanged sentences

Company has approximately $700 available on its non-revolving credit facility agreement with a related party (refer to Note 8),

however, the Company did not have any further funding commitments or arrangements for additional financing as of December 31,

however, the Company did not have any further funding commitments or arrangements for additional financing as of March 31, 2021.

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

1 unchanged sentence

in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

Since March 2020, several measures

have been implemented in the United States, Canada, and the rest of the world in response to the increased impact from the novel

coronavirus (“COVID-19”) pandemic.

While the impact of the COVID-19 pandemic is expected to be temporary, the current

circumstances are dynamic and the impact on business operations cannot be reasonably estimated at this time.

The continued spread

of COVID-19 has resulted in business travel restrictions and other capital market disruptions, and this has had an impact on the

the Company’s ability to obtain financing and advance development plans;

and the Company’s results of operations,

financial position, and cash flows during the current fiscal year.

Developments Ltd.

to the Condensed Consolidated Financial Statements

(expressed in thousands of

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

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

March 2020, several measures have been implemented in the United States, Canada, and the rest of the world in response to the

increased impact from the novel coronavirus (“COVID-19”) pandemic.

COVID-19 vaccination programs started in the United

States in December 2020 and currently over one-third of the populations of both Colorado and Nebraska are fully vaccinated.

the impact of the COVID-19 pandemic is expected to be temporary, the current circumstances are dynamic and the impact on business

operations cannot be reasonably estimated at this time.

The continued spread of COVID-19 has resulted in business travel restrictions

and other capital market disruptions, and this has had an impact on the following:

the Company’s ability to obtain financing

and advance development plans;

and the Company’s results of operations, financial position, and cash flows during the current

PAYABLE AND ACCRUED LIABILITIES

Accounts payable, trade

3 unchanged sentences

December 18, 2020, an accounts payable balance of $1,640 was exchanged for a convertible note as discussed in Note 5.

CONVERTIBLE DEBT

December 31, 2020

Current Portion

Nordmin Convertible Note

Convertible promissory notes

Convertible security

Total convertible debt

Lind IV Convertible Security

Total convertible debt, current portion

Non-Current Portion

Lind III Convertible Security

III Convertible Security

February 19, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind III”), an entity managed by

The Lind Partners, a New York-based asset management firm (“The Lind Partners”), a convertible security (the “Lind

III Convertible Security”) pursuant to a definitive convertible security funding agreement, dated as of February 16, 2021

(the “Lind Agreement”), between the Company and Lind III.

The Lind III Convertible Security has a face value of $11,700

(representing $10,000 in funding plus an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security).

After deducting a $350 commitment fee as set forth in the Lind Agreement, NioCorp received net proceeds of $9,650 from the funding

of the Lind III Convertible Security.

As further discussed in Note 12, on April 23, 2021, the Company used a portion of the proceeds

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

Project, with the remainder to be spent for general corporate purposes.

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

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

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

The Lind III Convertible Security constitutes

the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness.

The Lind III Convertible Security is guaranteed on a secured basis by 0896800 B.C.

Ltd., a wholly-owned subsidiary of the Company

(“0896800”), and Elk Creek Resources Corp., a private Nebraska corporation and wholly-owned subsidiary of 0896800

(“ECRC”).

Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued

and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800,

and certain real property and fixtures of ECRC.

The liens securing the Lind III Convertible Security rank pari-passu with the

liens securing:

i) the loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of

NioCorp (the “Smith Loan”), pursuant to the Loan Agreement, dated June 17, 2015, by and between the Company and Mr.

Smith, as amended from time to time;

and ii) a non-revolving credit facility (the “Smith Credit Facility”) with a

limit of $3,500 with Mr.

Smith, pursuant to the Credit Facility Agreement, dated January 16, 2017, between the Company and Mr.

Smith, as amended from time to time.

The liens securing the Lind III Convertible Security rank senior to the liens securing the

Smith Loan and the Smith Credit Facility on any amount that is owed by the Company to Mr.

Smith in excess of $4,000.

to the Lind Agreement, Lind III is entitled to convert the Lind III Convertible Security into common shares of the Company (“Common

Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price

Common Shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding to the date on

which Lind III provides notice to the Company of its election to convert.

The Lind Agreement provides that Common Shares issuable

upon conversion, together with the number of Common Shares issued upon exercise of Warrants, shall not exceed 43,588,000 Common

Subject to certain exceptions, the Lind Agreement contains restrictions on how much of the Lind III Convertible Security

may be converted in any particular month.

The Lind Agreement also provides NioCorp with the option to buy back the remaining face

amount of the Lind III Convertible Security in cash at any time;

provided that, if the Company exercises such option, Lind III

will have the option to convert up to 33.33% of the remaining face amount into Common Shares at the price described above.

addition, Lind III is entitled to accelerate its conversion right to the full amount of the face value of the Lind III Convertible

Security or demand repayment thereof in cash upon the occurrence of an event of default and other designated events described

in the Lind Agreement.

February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000

Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025 (the “Lind

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

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

closing date and at March 31, 2021.

Company allocated the net proceeds of $9,650 from the Lind III Convertible Security as follows:

was booked to the additional paid in capital equity account, representing the fair value of the Lind III Warrants based

on the Black Scholes pricing model using a risk-free interest rate of 0.40%, an expected dividend yield of 0%, a volatility

of 51.60%, and an expected life of 4.0 years.

was booked to the convertible debt liability.

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

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

This balance will be accreted up

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

interest expense in the consolidated statement of operations.

on the Company’s closing Common Share price of C$1.26 as of March 31, 2021, conversion of the remaining Lind III Convertible

Security balance, including accrued interest, would require the issuance of approximately 13,738,000 Common Shares.

For each C$0.01

change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change by approximately

110,000 shares.

in the Lind III Convertible Security are as follows:

March 31, 2021

Convertible Note

December 18, 2020, the Company issued a convertible note in the principal amount of approximately $1,872 (the “Nordmin Note”)

and 500,000 warrants (the “Nordmin Warrants”) to Nordmin Engineering Ltd.

(“Nordmin”) pursuant to a convertible

note and warrant subscription agreement (the “Nordmin Agreement”) under which Nordmin agreed to subscribe for and

purchase the Nordmin Note and Nordmin Warrants for a subscription price of approximately $1,804.

This amount was set off against

the amount owed to Nordmin by NioCorp for past services.

Nordmin Note will mature on December 18, 2021 and has no stated interest rate, an implied interest rate of 5% per annum and, subject

to certain terms and conditions, is convertible into up to 4,500,000 common shares of the Company (“Common Shares”)

at a conversion price of 92% of the five-day volume-weighted average price of the Common Shares on the Toronto Stock Exchange

at the time of conversion.

The Nordmin Note contains restrictions on how much of the principal amount may be converted in any

30-day period.

The Nordmin Note also provides the Company with the option to prepay, in whole or in part, any outstanding principal

amount thereunder, upon three days’

December 18, 2020, the Company issued a convertible note in the principal amount of approximately $1,872 (the “Nordmin Convertible

Note”) and 500,000 Common Share purchase warrants, exercisable at a price per Common Share of $0.80, expiring December 18,

2022 (the “Nordmin Warrants”) to Nordmin Engineering Ltd.

(“Nordmin”) pursuant to a convertible note and

warrant subscription agreement, dated December 18, 2020 (the “Nordmin Agreement”), between the Company and Nordmin.

Under the Nordmin Agreement, Nordmin agreed to subscribe for and purchase the Nordmin Convertible Note and Nordmin Warrants for

a subscription price of approximately $1,804.

This amount was set off against the amount owed to Nordmin by NioCorp for past services.

Nordmin Convertible Note will mature on December 18, 2021 and has no stated interest rate, an implied interest rate of 5% per

annum and, subject to certain terms and conditions, is convertible into up to 4,500,000 Common Shares at a conversion price of

92% of the five-day volume-weighted average price of the Common Shares on the TSX at the time of conversion.

The Nordmin Convertible

Note contains restrictions on how much of the principal amount may be converted in any 30-day period.

The Nordmin Convertible

Note also provides the Company with the option to prepay, in whole or in part, any outstanding principal amount thereunder, upon

three days’

notice to Nordmin.

In addition, Nordmin is entitled to accelerate the maturity of the

Nordmin Note and require the Company to prepay the outstanding principal amount upon the occurrence of an event of default and

other designated events described in the Nordmin Note.

to certain terms and conditions, each Nordmin Warrant is exercisable into one Common Share at a price of C$0.80 per share until

December 18, 2022.

The Nordmin Note and the Nordmin Warrants are, and the Common Shares underlying the Nordmin Warrants, will

be, as applicable, subject to resale restrictions and are or will be “restricted securities”

within the meaning of

Rule 144 under the United States Securities Act of 1933.

Company accounted for this transaction as a debt extinguishment under Accounting Standards Codification 470, Debt.

the Company wrote off the value of the existing obligation, calculated the fair value of the Nordmin Note and recorded a loss

of $163 on the difference in the consolidated statement of operations.

This loss included $63 related to the fair value of the

Nordmin Warrants at closing.

The fair value of the Nordmin Warrants was estimated based on the Black Scholes pricing model using

a risk-free interest rate of 0.32%, an expected dividend yield of 0%, a volatility of 43.16%, and an expected life of 2.0 years.

Company initially recorded the Nordmin Note at a fair value of $1,740.

The remaining initial fair value balance will be accreted

up to net face value of the Nordmin Note over the remaining time until maturity using the effective interest method.

transaction costs of $25 were expensed at closing.

Developments Ltd.

to the Condensed Consolidated Financial Statements

(expressed in thousands of

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

In addition, Nordmin is entitled to accelerate the maturity of the Nordmin Convertible Note

and require the Company to prepay the outstanding principal amount upon the occurrence of an event of default and other designated

events described in the Nordmin Convertible Note.

The Nordmin Convertible Note constitutes the direct, general and unconditional

obligation of the Company.

The Nordmin Convertible Note is unsecured and ranks effectively junior to the Company’s secured

indebtedness, including under the Lind III Convertible Security, the Smith Loan and the Smith Credit Facility, to the extent of

the value of the assets securing such indebtedness.

to the terms of the Nordmin Agreement, on December 18, 2020, the Company issued 836,551 Common Shares to Nordmin upon an initial

conversion of $450 in principal amount of the Nordmin Note at a conversion price of C$0.684 per share.

on the Company’s closing Common Share price of C$0.81 as of December 31, 2020, conversion of the remaining Nordmin Note

balance would require the issuance of 2,428,888 Common Shares.

C$0.01 change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change by

approximately 30,000 shares.

conversion of $450 in principal amount of the Nordmin Convertible Note at a conversion price of C$0.684 per share.

Company accounted for this transaction as a debt extinguishment under Accounting Standards Codification 470, Debt.

the Company wrote off the value of the existing obligation, calculated the fair value of the Nordmin Convertible Note and recorded

a loss of $163 on the difference in the consolidated statement of operations.

This loss included $63 related to the fair value

of the Nordmin Warrants at closing.

The fair value of the Nordmin Warrants was estimated based on the Black Scholes pricing model

using a risk-free interest rate of 0.32%, an expected dividend yield of 0%, a volatility of 43.16%, and an expected life of 2.0

Company initially recorded the Nordmin Convertible Note at a fair value of $1,740.

The remaining initial fair value balance will

be accreted up to net face value of the Nordmin Convertible Note over the remaining time until maturity using the effective interest

In addition, transaction costs of $25 were expensed at closing.

in the Nordmin Convertible Note are as follows:

Extinguishment

of accounts payable

March 31, 2021

on the Company’s closing Common Share price of C$1.26 as of March 31, 2021, conversion of the remaining Nordmin Convertible

Note balance would require the issuance of 1,346,450 Common Shares.

For each C$0.01 change in the fair value of one Common Share,

the total shares the Company would be obligated to issue would change by approximately 10,700 shares.

Promissory Notes

5 unchanged sentences

notice (the “Notice”), as follows:

with respect to

the outstanding principal and any accrued but unpaid interest, in cash, using the Bank of Canada daily US$-C$ exchange rate

on the date of the Notice;

with respect to

the outstanding principal only, provided that the volume weighted average trading price of the Common Shares is C$0.97 or

greater for a period of ten consecutive trading days prior to the date of the Notice, and subject to Toronto Stock Exchange

approval, by converting all or any portion of the outstanding principal into Common Shares at a conversion rate of C$0.97

per Common Share, using the Bank of Canada daily US$-C$ exchange rate on the date of the Notice.

of the Company’s convertible promissory notes was not extended under the agreement above and was converted into 67,695 Common

Shares on October 14, 2020.

respect to the outstanding principal and any accrued but unpaid interest, in cash, using the Bank of Canada daily US$-C$ exchange

rate on the date of the Notice;

respect to the outstanding principal only, provided that the volume weighted average trading price of the Common Shares is

C$0.97 or greater for a period of ten consecutive trading days prior to the date of the Notice, and subject to Toronto Stock

Exchange approval, by converting all or any portion of the outstanding principal into Common Shares at a conversion rate of

C$0.97 per Common Share, using the Bank of Canada daily US$-C$ exchange rate on the date of the Notice.

of the Company’s convertible promissory notes valued at $50 was not extended under the agreement above and was converted

into 67,695 Common Shares on October 14, 2020.

On March 16, 2021, the remaining convertible notes, with a face value of $750,

were converted into 976,921 Common Shares.

In addition, the Company paid $11 to the noteholders for outstanding interest accrued

through the March 16, 2021 conversion date.

changes in the derivative liability related to the conversion feature of the Company’s convertible promissory notes are

Derivative Liability

Balance, June 30, 2020

Change in fair value of derivative liability

Balance, December 31, 2020

July 9, 2020, Lind Asset Management IV, LLC, the holder of the convertible security, converted the remaining balance thereunder

of $38 into 64,298 Common Shares.

NioCorp Developments Ltd.

Notes to the Condensed

Consolidated Financial Statements

December 31, 2020

(expressed in thousands of

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

December 31, 2020

June 30, 2020

in fair value of derivative liability

March 31, 2021

IV Convertible Security

July 9, 2020, Lind Asset Management IV, LLC (“Lind IV”), an entity managed by The Lind Partners and the holder of

the convertible security (the “Lind IV Convertible Security”) issued by the Company pursuant to a definitive convertible

security funding agreement, dated June 27, 2018, between the Company and Lind IV, converted the remaining balance thereunder of

$38 into 64,298 Common Shares.

Current Portion:

2 unchanged sentences

Total noncurrent portion

April 17, 2020, the NioCorp’s subsidiary, Elk Creek Resources Corp., received a U.S.

Small Business Administration Loan

(the “SBA Loan”) from American National Bank, pursuant to the Paycheck Protection Program (the “PPP”)

established under the Coronavirus Aid, Relief, and Economic Security Act, commonly referred to as the CARES Act, in the amount

Under the terms of the SBA Loan, the Company may be eligible for full or partial loan forgiveness.

The unforgiven portion

of the SBA Loan is payable over two years at an annual interest rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with the PPP.

April 17, 2020, ECRC received a U.S.

Small Business Administration Loan (the “SBA Loan”) from American National Bank,

pursuant to the Paycheck Protection Program (the “PPP”) established under the Coronavirus Aid, Relief, and Economic

Security Act, commonly referred to as the CARES Act, in the amount of $196.

Under the terms of the SBA Loan, the Company may be

eligible for full or partial loan forgiveness.

The unforgiven portion of the SBA Loan is payable over two years at an annual interest

rate of 1%, with a deferral of payments for the first six months.

The Company used the proceeds for purposes consistent with the

October 27, 2020, the Company applied for loan forgiveness of $186, comprising the initial SBA Loan balance less $10 representing

7 unchanged sentences

deduct the amount of any EIDL advance from their PPP forgiveness amount.

The Small Business Administration is currently developing

the guidance and procedures associated with this change in statute, and the Company expects to apply for this additional forgiveness

once the process is completed.

Number of Options

Weighted Average Exercise Price (C$)

Balance, June 30, 2020

The SBA released Procedural Notice 5000-20075, effective

January 8, 2021, stating that the SBA will no longer deduct EIDL Advances from forgiveness payments remitted to PPP lenders.

the Company recorded a gain in other income in the consolidated statement of operations for the remaining $10 of the SBA Loan.

April 13, 2020, the Company entered into an agreement with a vendor to convert amounts due for services performed to a 28-month

note payable at a stated interest rate of 3%.

The Company paid off the remaining note balance of $290 on March 30, 2021.

June 30, 2020

Cancelled/expired

Balance, December 31, 2020

NioCorp Developments Ltd.

Notes to the Condensed

Consolidated Financial Statements

December 31, 2020

(expressed in thousands of

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

March 31, 2021

Company granted 3,700,000 options at an average fair value price of $C0.25 per option, based on Black-Scholes models with an average

risk-free rate of 0.26%, average stock price volatility of 54.07%, and a three-year expected option life.

following table summarizes information about options to purchase Common Shares (“Options”) outstanding at December

Exercise Price (C$)

Number Outstanding

Aggregate Intrinsic Value

Number Exercisable

Aggregate Intrinsic Value

January 19, 2021

July 21, 2021

March 6, 2022

November 9, 2022

September 18, 2023

November 15, 2023

December 14, 2023

December 16, 2023

following table summarizes information about options to purchase Common Shares (“Options”) outstanding at March 31,

Intrinsic Value

aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing Common

Share price of C$0.81 as of December 31, 2020, that would have been received by the Option holders had all Option holders exercised

Share price of C$1.26 as of March 31, 2021, that would have been received by the Option holders had all Option holders exercised

their Options as of that date.

The total number of in-the-money Options vested and exercisable as of December 31, 2020, was 17,239,909.

As of December 31, 2020, there was $0 of unrecognized compensation cost related to unvested share-based compensation arrangements

The total number of in-the-money Options vested and exercisable as of March 31, 2021, was 15,990,000.

As of March 31, 2021, there was $0 of unrecognized compensation cost related to unvested share-based compensation arrangements

granted under the Option plans.

Weighted Average Exercise Price

Balance June 30, 2020

Balance, December 31, 2020

December 31, 2020, the Company had outstanding exercisable Warrants, as follows:

NioCorp Developments Ltd.

Notes to the Condensed

Consolidated Financial Statements

December 31, 2020

(expressed in thousands of

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

Exercise Price

June 30, 2020

March 31, 2021

March 31, 2021, the Company had outstanding exercisable Common Share purchase warrants (“Warrants”), as follows:

Note 5 for more information regarding the issuance of the Lind III Warrants and the Nordmin Warrants.

PARTY TRANSACTIONS AND BALANCES

Company has a loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of NioCorp (the

“Original Smith Loan”), that bears an interest rate of 10%, is secured by the Company’s assets pursuant to a

concurrently executed general security agreement (the “General Security Agreement”) and is subject to both a 2.5%

establishment fee and 2.5% prepayment fee.

As of December 31, 2020, the principal amount outstanding under the Original Smith

Loan was $1,000.

Company also has a non-revolving credit facility agreement (the “Credit Agreement”) with a limit of $3,500 with Mr.

The Credit Agreement bears an interest rate of 10% and drawdowns from the Credit Agreement are subject to a 2.5% establishment

Amounts outstanding under the Credit Agreement are secured by all of the Company’s assets pursuant to the General Security

The Credit Agreement contains financial and non-financial covenants customary for a facility of its size and nature.

As of December 31, 2020, the principal amount outstanding under the Credit Agreement was $2,818.

December 14, 2020, the maturity dates for the Original Smith Loan and the Credit Agreement were extended from December 15, 2020

to December 15, 2021.

payable and accrued liabilities as of December 31, 2020, include accrued interest of $667 and origination fees of $58 payable

Smith under the Original Smith Loan and the Credit Agreement.

For the Three Months Ended

For the Six Months Ended

Smith Loan bears an interest rate of 10%, is secured by the Company’s assets pursuant to a concurrently executed general

security agreement (the “General Security Agreement”) and is subject to both a 2.5% establishment fee and 2.5% prepayment

As of March 31, 2021, the principal amount outstanding under the Smith Loan was $1,000.

under the Smith Credit Facility bear interest at a rate of 10% and drawdowns from the Smith Credit Facility are subject to a 2.5%

establishment fee.

Amounts outstanding under the Smith Credit Facility are secured by all of the Company’s assets pursuant

to the General Security Agreement.

The Smith Credit Facility contains financial and non-financial covenants customary for a facility

of its size and nature.

As of March 31, 2021, the principal amount outstanding under the Smith Credit Facility was $2,818.

December 14, 2020, the maturity dates for the Smith Loan and the Smith Credit Facility were extended from December 15, 2020 to

December 15, 2021.

February 23, 2021, the Company paid Mr.

Smith $726 related to accrued interest and origination fees through December 31, 2020.

Accounts payable and accrued liabilities as of March 31, 2021 include accrued interest of $107 payable to Mr.

Smith under the

Smith Loan and the Smith Credit Facility.

For the Three Months

Ended March 31,

For the Nine Months

Ended March 31,

Technical studies and engineering

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Metallurgical development

Geologists and field staff

August 1, 2020, the Company entered into a three-year corporate office lease extension and recognized the corresponding right

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applied a discount rate of 16%.

three operating leases have an average remaining life of 2.2 years as of December 31, 2020.

three operating leases have an average remaining life of 2.0 years as of March 31, 2021.

The Company incurred lease costs of $81

$44 and $53 for the six months ended December 31, 2020 and 2019, respectively.

The maturities of lease liabilities

are as follows at December 31, 2020:

Fiscal Year Lease Maturities

and $77 for the nine months ended March 31, 2021 and 2020, respectively.

maturities of lease liabilities are as follows at March 31, 2021:

Lease Maturities

and thereafter

Total lease payments

Less portion of payments representing interest

Present value of lease payments

NioCorp Developments Ltd.

Notes to the Condensed

Consolidated Financial Statements

December 31, 2020

(expressed in thousands of

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

lease payments

portion of payments representing interest

value of lease payments

current portion of lease liability

lease liability

Value Measurements

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

of December 31, 2020 and June 30, 2020, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

of March 31, 2021 and June 30, 2020, respectively, and indicate the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

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

As of December 31, 2020

As of March 31, 2021

Cash and cash equivalents

Equity securities

Derivative liability, convertible debt

As of June 30, 2020

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Derivative liability, convertible debt

NioCorp Developments Ltd.

Notes to the Condensed

Consolidated Financial Statements

December 31, 2020

(expressed in thousands of

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

Company measures the fair market value of the Level 3 components using the Black Scholes model and discounted cash flows, as appropriate.

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Realized and unrealized losses

Balance, December 31, 2020

discussed in Note 5, the Nordmin Note was initially recorded at fair value, which represents a nonrecurring fair value measurement

using a Level 3 input.

The significant unobservable valuation inputs for the Nordmin Note includes an expected return of

Balance, March 31, 2021

discussed in Note 5, the Nordmin Convertible Note and Lind III Convertible Security were initially recorded at fair value, which

represents a nonrecurring fair value measurement using a Level 3 input.

The significant unobservable valuation inputs for the

Nordmin Convertible Note and Lind III Convertible Security includes an expected return of 7% and 21%, respectively.

February 22, 2021, the Company announced that it formally exercised its option to purchase two parcels of land and associated

rights in Johnson County, Nebraska associated with the Company’s Elk Creek Project, pursuant to the Amended and Restated

Option to Purchase, dated as of April 29, 2020 (the “Option Agreement”), between Beverly J.

Beethe and ECRC.

23, 2021, ECRC formally exercised and closed on the Option Agreement.

Pursuant to the terms of the Option Agreement, the Owner

sold, transferred, conveyed and assigned all of her rights, privileges, title and interest in and to the real property to ECRC,

including any associated oil, gas and mineral rights.

The Option Agreement provides for a purchase price calculated based on the

appraised value per acre of the parcels of land, the mineral rights and the structures erected on the land.

The purchase price

was approximately $6.2 million.

On April 30, 2021, the Company repaid $1,000 to Mark Smith, to retire all of the outstanding balance on

the Smith Loan.

On April 30, 2021 and May 4, 2021, The Company repaid $250 and $250, respectively, representing partial repayments

on the Smith Credit Facility.

Each of these loan repayments utilized proceeds from the exercise of warrants.

Additionally, on May

4, 2021, the Company repaid $138 to Mark Smith, representing accrued interest on the Smith Loan through the repayment date noted

above and accrued interest on the Smith Credit Facility through April 30, 2021.

On May 10, 2021, the Company

closed a non-brokered private placement (the “April 2021 Private Placement”) of units of the Company (“Units”).

A total of 4,334,157 Units were issued at a price per Unit of C$1.43, for total gross proceeds to the Company of approximately

C$6.2 million.

Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one Warrant.

Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from

the date of issuance.

Proceeds of the April 2021 Private Placement will be used for continued advancement of the Company’s

Elk Creek Superalloy Materials Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially

adding rare earth products to the planned product offering, and for working capital and general corporate purposes.

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

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

as of, and for the three and six months ended December 31, 2020, and the related notes thereto, which have been prepared in accordance

as of, and for the three and nine months ended March 31, 2021, and the related notes thereto, which have been prepared in accordance

with generally accepted accounting principles in the United States (“US GAAP”).

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long currently enacted measures will remain in place.

As a result of the COVID-19 pandemic, the Company continues to curtail corporate

travel and project site visitations.

Additionally, the Company is following, and will continue to follow, social distancing, health

and safety protocol, business-related social gathering restrictions, and other similar guidelines promulgated by both Colorado

and Nebraska governmental officials.

COVID-19 vaccination programs started in the United States in December 2020

and currently over one-third of the populations of both Colorado and Nebraska are fully vaccinated.

As a result of the COVID-19

pandemic, the Company is following, and will continue to follow, social distancing, health and safety protocol, business-related

social gathering restrictions, and other similar guidelines promulgated by both Colorado and Nebraska governmental officials.

April 17, 2020, NioCorp’s subsidiary, Elk Creek Resources Corp., received a U.S.

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that PPP borrowers deduct the amount of any EIDL advance from their PPP forgiveness amount.

The Small Business Administration

is currently developing the guidance and procedures associated with this change in statute, and the Company will apply for this

additional forgiveness once the process is completed.

The SBA released Procedural Notice

5000-20075, effective January 8, 2021, stating that the SBA will no longer deduct EIDL Advances from forgiveness payments remitted

to PPP lenders.

Accordingly, the Company recorded a gain in other income in the consolidated statement of operations for the remaining

$10 of the SBA Loan.

COVID-19 pandemic continues to create uncertainty with regards to overall project funding timelines and has heightened the risk

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Corporate Events

December 14, 2020, the Company announced the appointment of Fernanda Fenga to its Board of Directors.

A former senior executive

at the world’s largest producer of niobium, Companhia Brasileira Metalúrgica e Mineração (“CBMM”),

Fenga currently serves as a senior advisor to mining companies in Brazil and in the U.S.

Previously, she was Legal and

Compliance Director at Somos Educação, Brazil’s largest basic education company and one of the largest education

groups in the world.

In addition, Ms.

Fenga worked for more than nine years at CBMM, where she served as Corporate Superintendent.

In that position, she managed the company’s legal, compliance, investor relations, public affairs, and corporate risk management

She also played an integral role in some of CBMM’s largest commercial transactions, two of which were

valued at more than U.S.$1.9 billion each.

December 18, 2020, the Company issued a convertible note in the principal amount of approximately $1,872 (the “Nordmin Note”)

and 500,000 warrants (the “Nordmin Warrants”) to Nordmin Engineering Ltd.

(“Nordmin”) pursuant to a convertible

note and warrant subscription agreement (the “Nordmin Agreement”) under which Nordmin agreed to subscribe for and

purchase the Nordmin Note and Nordmin Warrants for a subscription price of approximately $1,804, which amount was set off against

the amount owing to Nordmin by NioCorp for past services.

Nordmin Note will mature on December 18, 2021 with an implied interest rate of 5% per annum and, subject to certain terms and

conditions, is convertible into up to 4,500,000 common shares of the Company (“Common Shares”) at a conversion price

of 92% of the five-day volume-weighted average price Common Shares on the Toronto Stock Exchange at the time of conversion.

Nordmin Note contains restrictions on how much of the principal amount may be converted in any 30-day period.

The Nordmin Note

also provides the Company with the option to prepay, in whole or in part, any outstanding principal amount thereunder, upon three

notice to Nordmin.

In addition, Nordmin is entitled to accelerate the maturity of the Nordmin Note and require the

Company to prepay the outstanding principal amount upon the occurrence of an event of default and other designated events described

in the Nordmin Note.

to certain terms and conditions, each Nordmin Warrant is exercisable into one Common Share at a price of C$0.80 per share until

December 18, 2022.

The Nordmin Note and the Nordmin Warrants are, and the Common Shares underlying the Nordmin Warrants, will

be, subject to resale restrictions and are or will be, as applicable, “restricted securities”

within the meaning of

Rule 144 under the United States Securities Act of 1933.

to the terms of the Nordmin Agreement, on December 18, 2020, the Company issued 836,551 Common Shares to Nordmin upon an initial

conversion of $450 in principal amount of the Nordmin Note at a conversion price of C$0.684 per share.

February 19, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind III”), an entity managed by

The Lind Partners, a New York-based asset management firm, a convertible security (the “Lind III Convertible Security”)

pursuant to a definitive convertible security funding agreement, dated as of February 16, 2021 (the “Lind Agreement”),

between the Company and Lind III.

The Lind III Convertible Security has a face value of $11,700 (representing $10,000 in funding

plus an closed an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security).

After deducting a $350

commitment fee as set forth in the Lind Agreement, NioCorp received net proceeds of $9,650 from the funding of the Lind III Convertible

The Company intends to use the proceeds from the funding of the Lind III Convertible Security to pay the exercise price

under an option-to-purchase agreement on a key land parcel associated with the Company’s Elk Creek Project, as discussed

below under “

Elk Creek Project Update ,”

as well as for general corporate purposes.

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

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

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

The Lind III Convertible Security constitutes

the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness.

The Lind III Convertible Security is guaranteed on a secured basis by 0896800 B.C.

Ltd., a wholly-owned subsidiary of the Company

(“0896800”), and Elk Creek Resources Corp., a private Nebraska corporation and wholly-owned subsidiary of 0896800

(“ECRC”).

Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued

and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800,

and certain real property and fixtures of ECRC.

The liens securing the Lind III Convertible Security rank pari-passu with the

liens securing:

i) the loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of

NioCorp (the “Smith Loan”), pursuant to the Loan Agreement, dated June 17, 2015, by and between the Company and Mr.

Smith, as amended from time to time;

and ii) a non-revolving credit facility (the “Smith Credit Facility”) with a

limit of $3,500 with Mr.

Smith, pursuant to the Credit Facility Agreement, dated January 16, 2017, between the Company and Mr.

Smith, as amended from time to time.

The liens securing the Lind III Convertible Security rank senior to the liens securing the

Smith Loan and the Smith Credit Facility on any amount that is owed by the Company to Mr.

Smith in excess of $4,000.

to the Lind Agreement, Lind III is entitled to convert the Lind III Convertible Security into common shares of the Company (“Common

Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price

Common Shares on the Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding to the date on

which Lind III provides notice to the Company of its election to convert.

Subject to certain exceptions, the Lind Agreement contains

restrictions on how much of the Lind III Convertible Security may be converted in any particular month.

The Lind Agreement also

provides NioCorp with the option to buy back the remaining face amount of the Lind III Convertible Security in cash at any time;

provided that, if the Company exercises such option, Lind III will have the option to convert up to 33.33% of the remaining face

amount into Common Shares at the price described above.

In addition, Lind III is entitled to accelerate its conversion right to

the full amount of the face value of the Lind III Convertible Security or demand repayment thereof in cash upon the occurrence

of an event of default and other designated events described in the Lind Agreement.

February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000

Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025 (the “Lind

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

Lind III Convertible Security and the Lind III Warrants were issued pursuant to the exemption from the registration requirements

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

April 30, 2021, the Company repaid $1,000 to Mark Smith, to retire all of the outstanding balance on the Smith Loan.

30, 2021 and May 4, 2021, The Company repaid $250 and $250, respectively, representing partial repayments on the Smith Credit

Each of these loan repayments utilized proceeds from the exercise of warrants.

Additionally, on May 4, 2021, the Company

repaid $138 to Mark Smith, representing accrued interest on the Smith Loan through the repayment date noted above and accrued

interest on the Smith Credit Facility through April 30, 2021.

On May 10, 2021, the Company closed a non-brokered private placement (the “April 2021 Private

Placement”) of units of the Company (“Units”).

A total of 4,334,157 Units were issued at a price per Unit of

C$1.43, for total gross proceeds to the Company of approximately

C$6.2 million.

Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one Warrant.

Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from

the date of issuance.

Proceeds of the April 2021 Private Placement will be used for continued advancement of the Company’s

Elk Creek Superalloy Materials Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially

adding rare earth products to the planned product offering, and for working capital and general corporate purposes.

Creek Project Update

September 29, 2020, the Company announced that advances by its technical team have uncovered a potential alternative process for

extracting niobium from the Elk Creek Project.

If further proven to be technologically and economically feasible at scale for

the Elk Creek Project, and if incorporated by NioCorp into the Elk Creek Project’s design and construction, the new approach

could result in lower up-front capital and operating costs for the Elk Creek Project.

series of metallurgical tests completed for NioCorp by L3 Process Development (“L3”) of West Jordan, Utah, has established

carbonation as a potential alternative metallurgical process for the extraction of niobium from ore that NioCorp expects to mine

from the Elk Creek Project site, subject to receipt of necessary funding.

Carbonation is a relatively clean, environmentally friendly,

and sustainable hydrometallurgical process that can potentially be employed to use and recycle carbon dioxide to extract niobium

and other elements from ore in a manner similar to extractions with acids such as hydrochloric or sulphuric acid.

carbonation test work to date has demonstrated the ability at a small scale to extract niobium from the same Elk Creek ore sample

used for metallurgical testing for the Company’s 2019 Feasibility Study without co-extraction of titanium.

L3 and the Company

intend to conduct additional carbonation testing on a larger scale to optimize carbonation operating conditions, confirm reaction

kinetics, evaluate total potential extraction for niobium and other elements and complete additional mass balances, as funds become

NioCorp has partnered with L3 and a Canadian testing facility to apply for Canadian government funding to complete

additional development work on the carbonation process.

development of the Elk Creek Project will require significant additional capital above what NioCorp has raised to date, and the

Company anticipates that any significant work on the Elk Creek Project pursuant to agreements that may be reached with key contractors

will be contingent on obtaining sufficient project financing, if and when available.

long-term financing efforts continued during the quarter ended December 31, 2020.

February 22, 2021, the Company announced that it formally exercised its option to purchase two parcels of land and associated

rights in Johnson County, Nebraska associated with the Company’s Elk Creek Project, pursuant to the Amended and Restated

Option to Purchase, dated as of April 29, 2020 (the “Option Agreement”), between Beverly J.

Beethe and ECRC.

23, 2021, ECRC formally exercised and closed on the Option Agreement.

Pursuant to the terms of the Option Agreement, the Owner

sold, transferred, conveyed and assigned all of her rights, privileges, title and interest in and to the real property to ECRC,

including any associated oil, gas and mineral rights.

The Option Agreement provides for a purchase price calculated based on the

appraised value per acre of the parcels of land, the mineral rights and the structures erected on the land.

The purchase price

was approximately $6.2 million.

February 23, 2021, the Company announced that it has signed a contract with Cementation USA, Inc, part of the Cementation Americas

Group (“Cementation”), a leading global underground mine contracting and engineering company, to continue advancing

detailed engineering work associated with the Elk Creek Project.

Under the contract, Cementation will conduct an evaluation of

the current design for the Elk Creek Project’s underground mine and prepare a detailed cost estimate for the final detailed

engineering that would be required to bring the mine design to “Issued for Construction”

As previously announced

by NioCorp, Cementation has been selected as the lead Engineering, Procurement, and Construction contractor for the underground

aspects of the Elk Creek Project.

NioCorp expects to engage Cementation, if and when additional financing becomes available, to

undertake Phase 2 of the contract, which involves completion of the detailed engineering for the mine.

On March 2, 2021, the Company announced that it launched a review of the economic potential of expanding its currently planned

product suite from the Elk Creek Project to also include rare earth products.

We currently plan to produce niobium, scandium,

and titanium at the Elk Creek Project once project financing is secured and the Elk Creek Project is operational, and any rare

earth products that might be produced would be additional to our currently planned products.

Company’s review of previously collected data on rare earth content comes in response to growing interest by governments

and industrial consumers around the world for additional sources of rare earths beyond current suppliers.

As noted in more detail

below, additional test work is needed to establish a means of recovering and extracting rare earths into saleable products.

Company has completed a comprehensive geologic and metallurgical evaluation of all of the rare earth data associated with the

Elk Creek Project.

Of the 20,364 assay results in the Elk Creek database, 13,287 (65%) contain a complete suite of analytical

data for all commercial rare earth elements.

Included within this dataset are 661 assays where the Total Rare Earth Oxide (“TREO”)

assay results are greater than one percent.

current plan to extract and purify niobium, scandium, and titanium from ore that may be produced by the Elk Creek Project involves

putting these critical minerals into solution.

As part of that process, rare earth elements would be simultaneously put into solution.

Among the factors NioCorp will now consider as part of its overall plan to move the Elk Creek Project from the exploration stage

to the development stage, and ultimately, the production stage, subject to securing additional financing, is the economic potential

for additional processing of the solubilized rare earths into commercial rare earth products.

long-term financing efforts continued during the quarter ended March 31, 2021.

However, as noted above under “

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

evaluation of the potential to produce rare earth products

and completion of engineering, procurement and construction agreements;

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

the Three Months Ended

the Six Months Ended

Employee-related

operating expenses

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Operating expenses

on extinguishment

in financial instrument fair value

exchange gain

loss on equity securities

months ended December 31, 2020 compared to six months ended December 31, 2019

Employee-related costs

Professional fees

Exploration expenditures

Other operating expenses

Total operating expenses

Loss on extinguishment

Change in financial instrument fair value

Foreign exchange (gain) loss

Interest expense

(Gain) loss on equity securities

Income tax expense

months ended March 31, 2021 compared to nine months ended March 31, 2020

items affecting operating expenses are noted below:

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2021 expenditures primarily related to the ongoing personnel

costs, as general project advancement activities.

costs, as well as general project advancement activities.

operating expenses include investor relations, general office expenditures, equity offering and proxy expenditures, board-related

5 unchanged sentences

income for 2021 represents the forgiveness of the Company’s SBA Loan as discussed in Note 6 to the financial statements

included in this Quarterly Report on Form 10-Q.

included in this Quarterly Report on Form 10-Q, and other minor gains.

on extinguishment for 2021 represents the loss incurred in connection with the conversion of the Nordmin accounts payable

balance to a one-year convertible debt instrument, as discussed in Note 5 to the financial statements included in this Quarterly

balance to the one-year Nordmin Convertible Note, as discussed in Note 5 to the financial statements included in this Quarterly

Report on Form 10-Q.

in financial instrument fair value represents non-cash changes in the market value of convertible securities, which are carried

at fair value, as well as changes in the market value of the derivative liability component of the Company’s outstanding

convertible promissory notes.

Higher costs in 2019, as compared to 2020, reflect the recognition of accrued interest and initial

fair market valuations of additional advances from Lind Asset Management IV, LLC (“Lind”) in that period.

exchange gain is primarily due to changes in the U.S.

dollar against the Canadian dollar and reflects the timing of foreign

currency transactions, primarily U.S.

dollar-based related party loans, and subsequent changes in exchange rates, and the increase

in gain during 2020 as compared to 2019 is due to a decline in the U.S.

exchange (gain) loss is primarily due to changes in the U.S.

dollar against the Canadian dollar and reflects the timing of

foreign currency transactions, primarily U.S.

dollar-based related party loans, and subsequent changes in exchange rates, and

the gain during 2021 as compared to a loss in 2020 is due to a decline in the U.S.

dollar relative to the Canadian dollar in 2021.

expense increased in 2020 as compared to 2019 primarily due to the timing of increases in principal amounts outstanding under

the non-revolving credit facility agreement (the “Credit Agreement”) with Mark Smith, President, Chief Executive Officer

(“CEO”) and Executive Chairman of NioCorp.

months ended December 31, 2020 compared to three months ended December 31, 2019

the increase in net loss for the three months ended December 31, 2020, as compared to the same period in 2019, is primarily the

result of the same factors underlying the six-month changes as discussed above.

expense increased in 2021 as compared to 2020 primarily due to the accretion of the Lind III Convertible Security, which began

in February 2021, as well as the timing of 2020 increases in principal amounts outstanding under the non-revolving credit facility

agreement (the “Credit Agreement”) with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive

Chairman of NioCorp.

months ended March 31, 2021 compared to three months ended March 31, 2020

the decrease in net loss for the three months ended March 31, 2021, as compared to the same period in 2020, is primarily the result

of the same factors underlying the nine-month changes in foreign exchange (gain) loss and interest expense as discussed above.

and Capital Resources

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

of December 31, 2020, the Company had cash of $0.1 million and a working capital deficit of $7.5 million, compared to cash of

However, we cannot provide any assurances

that we will be able to be successful in raising such funds.

of March 31, 2021, the Company had cash of $8.6 million and a working capital surplus of $2.9 million, compared to cash of $0.3

million and working capital deficit of $7.7 million on June 30, 2020.

The working capital deficit decreased due to the timing

of warrant redemptions to support current operations and a continued effort to reduce outstanding accounts payable balances.

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

The Company’s current planned operational needs

are approximately $6.0 million until June 30, 2021.

In addition to outstanding accounts payable and short-term liabilities, our

average monthly expenditures are approximately $265 per month where approximately $230 is for corporate overhead and estimated

costs related to securing financing necessary for advancement of the Elk Creek Project.

Approximately $35 per month is planned

for expenditures relating to the advancement of Elk Creek Project by NioCorp’s wholly owned subsidiary, Elk Creek Resources

The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability

to secure additional financing.

Company anticipates that it may need to raise $7.0 million - $8.5 million to continue planned operations for the next twelve months

focused on financing, permitting, option-to-purchase agreement exercises and detailed engineering efforts related to the Elk Creek

Management is actively pursuing such additional sources of debt and equity financing, and while it has been successful

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

Creek property lease commitments are $35 until June 30, 2021.

The working capital surplus for 2021 is due to the timing

of cash inflows from convertible debt arrangements and warrant redemptions to support current operations offset slightly by a

continued effort to reduce outstanding accounts payable balances.

We expect that the Company will operate

at a loss for the foreseeable future.

The Company’s current planned operational needs are approximately $9.2 million until

June 30, 2021, inclusive of the purchase of land parcels described above under “

Elk Creek Project Update,”

well as the retirement of the Smith Loan and partial repayment of the Smith Credit Facility discussed above under “

Corporate Events .”

In addition to outstanding accounts payable and short-term liabilities, our average monthly expenditures

are approximately $601 per month where approximately $590 is for corporate overhead and estimated costs related to securing financing

necessary for advancement of the Elk Creek Project.

Approximately $11 per month is planned for expenditures relating to the advancement

of Elk Creek Project by NioCorp’s wholly owned subsidiary, Elk Creek Resources Corp.

The Company’s ability to continue

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

The Company anticipates that it has sufficient cash, including net proceeds from the April 2021 Private

Placement, to continue to fund basic operations for the next twelve months.

As additional funds are secured, we will continue advancing

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

Management is actively pursuing such additional sources

of debt and equity financing, and while it has been successful in doing so in the past, there can be no assurance it will be able

to do so in the future.

Creek property lease commitments are $nil until June 30, 2021.

To maintain its currently held properties and fund its currently

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

currently have no further funding commitments or arrangements for additional financing at this time (other than the potential

exercise of Options and Warrants) and there is no assurance that we will be able to obtain additional financing on acceptable

terms, if at all.

There is significant uncertainty that we will 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 intends to 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 equity lines of credit or public offerings in the form of underwritten/brokered offerings, at-the-market 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.

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.

audit opinion and notes that accompany our financial statements for the year ended June 30, 2020 disclose that substantial doubt

exists as to our ability to continue in business.

The 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.

We are an exploration stage company and we have incurred

losses since our inception.

We do not have sufficient cash to fund normal operations and meet debt obligations for the next twelve

months without deferring payment on certain current liabilities and raising additional funds.

The continued spread of COVID-19

has resulted in business travel restrictions and capital market disruptions, and this has had an adverse impact on our ability

to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year.

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

climate where funding of its planned ongoing operating activities is secured.

currently have no further funding commitments or arrangements for additional financing at this time (other than the April 2021

Private Placement and the potential exercise of Options and Warrants) and there is no assurance that we will be able to obtain

additional financing on acceptable terms, if at all.

There is significant uncertainty that we will 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 intends to

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 equity lines of credit or public offerings in the form of underwritten/brokered

offerings, at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances

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

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

be negotiated at arm’s-length.

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

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

to current shareholders.

The audit opinion and notes that accompany our financial statements for the year ended June 30, 2020 disclose

that substantial doubt exists as to our ability to continue in business.

The 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.

We are an exploration stage company

and we have incurred losses since our inception.

We may not have sufficient cash to fund normal operations and meet debt obligations

for the next twelve months without deferring payment on certain current liabilities and raising additional funds.

continued spread of COVID-19 has resulted in business travel restrictions and capital market disruptions, and this has had an adverse

impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during

the current fiscal year.

We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has

entered into a business climate where funding of its planned ongoing operating activities is secured.

Therefore, these factors

raise substantial doubt as to our ability to continue as a going concern.

have no exposure to any asset-backed commercial paper.

4 unchanged sentences

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

During the six months ended December 31, 2020, the Company’s operating activities consumed $1.8

million of cash (2019:

the nine months ended March 31, 2021, the Company’s operating activities consumed $3.6 million of cash (2020:

$2.2 million).

The cash used in operating activities for the six months ended December 31, 2020 reflects

the Company’s funding of losses of $2.1 million, partially offset by share-based compensation charges, other non-cash transactions

and a $0.1 million decrease in accounts payable and accrued liabilities.

Overall, operational outflows during the six months ended

December 31, 2020 increased from the corresponding period of 2019 due to the continued focus on paying down our outstanding accounts

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

the development of the Elk Creek Project.

inflows were $1.6 million during the six months ended December 31, 2020, as compared to $1.1 million during the corresponding

period in 2019, primarily reflecting the timing of warrant and option exercises and related party debt drawdowns initiated during

the comparative periods.

The cash used in operating activities for the nine months ended March 31, 2021 reflects the Company’s funding of losses

of $3.1 million, partially offset by share-based compensation charges, other non-cash transactions and a $1.0 million decrease

in accounts payable and accrued liabilities.

Overall, operational outflows during the nine months ended March 31, 2021 increased

from the corresponding period of 2020 due to the continued focus on paying down our outstanding accounts payable.

Going forward,

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

the Elk Creek Project.

inflows were $11.9 million during the nine months ended March 31, 2021, as compared to $1.9 million during the corresponding period

in 2020, primarily reflecting the timing of the Lind III Convertible Security funding in February 2021, as well as warrant and

option exercises and related party debt drawdowns initiated during the comparative periods.

Flow Considerations

26 unchanged sentences

of arrangements related to possible future financings.

have been no material changes to our contractual obligations discussed in “Management’s Discussion and Analysis of

Financial Condition and Results of Operations”

There have been no material changes to our contractual obligations discussed in “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

under the heading “Contractual Obligations”

as of June 30, 2020,

in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, other than (i) the signing of the three-year corporate

office lease extension;

(ii) the conversion of the remaining balance under the convertible security held by Lind of $38 into 64,298

Common Shares on July 9, 2020;

(iii) the conversion of $50 of the Company’s convertible promissory notes into 67,695 Common

Shares on the maturity date, October 14, 2020;

as of June 30, 2020, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, other than (i) the signing of the

three-year corporate office lease extension;

(ii) the conversion of the remaining balance under the convertible security held by

Lind of $38 into 64,298 Common Shares on July 9, 2020;

(iii) the conversion of $50 of the Company’s convertible promissory

notes into 67,695 Common Shares on the maturity date, October 14, 2020;

(iv) the forgiveness of $186 of the SBA Loan on November

set-off of accounts payable relating to past services provided by Nordmin with the issuance of the Nordmin Note in the principal

amount of $1,872 on December 18, 2020.

Effective October 14, 2020, the maturity date for the remaining $750 of the Company’s

convertible promissory notes was extended for one year to October 14, 2021 and effective December 14, 2020, the maturity dates

for the loan from Mark Smith and the Credit Agreement were extended to December 15, 2021.

(v) the set-off of accounts payable relating to past services provided by Nordmin with the issuance of the Nordmin Convertible

Note in the principal amount of $1,872 on December 18, 2020;

(vi) the funding of the Lind III Convertible Security on February

19, 2021, resulting in net proceeds of $9,650 ;

(vii) the conversion

of the remaining $750 of the Company’s convertible promissory notes into 976,921 Common Shares on March 16, 2021;

repayment of the outstanding Smith Loan of $1,000 on April 29, 2021 and $250 reductions to the Smith Credit Facility on April 29,

2021 and May 4, 2021, respectively.

Effective December 14, 2020, the maturity date Smith Credit Facility was extended to December

Sheet Arrangements

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements