NIOCORP DEVELOPMENTS LTD (NB)

CIK: 0001512228. SIC: 1000 Metal Mining. Latest 10-K as of: 2025-09-11.

SIC breadcrumb: Mining > Metal Mining > SIC 1000 Metal Mining

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1512228. Latest filing source: 0001539497-25-002331.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-09-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001512228.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001512228.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-223959.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S 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, 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. GAAP”). 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.”

This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q. See “—Note Regarding Forward-Looking Statements” below.

All currency amounts are stated in thousands of U.S. dollars, except for share data, 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 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 timing and capital costs of the Portal Project (as defined below); the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; NioCorp’s expectation that it will receive the full $10.0 million in reimbursement under the Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of Defense; the intended use of our cash balance as of March 31, 2026, 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 previously announced drilling program at the Elk Creek Project (the "2025 Drilling Program"); 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 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 companies; the duration and anticipated benefits of the Rights Plan (as defined below); 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,

19

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: 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 and demand for metals, including aluminum-scandium("Al-Sc") alloy; and the stability of the financial and capital markets. 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 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, or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all; covenants contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a “passive foreign investment company (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); the potential that the 2023 business combination with GX Acquisition Corp. II could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; 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 qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility 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; 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 and scandium alloy industries; 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 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; operating or technical difficulties in connection with exploration, mining, development, or scandium alloy production 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 properties; the infringement or loss of NioCorp's intellectual property rights; 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 des

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2025-09-11. Report date: 2025-06-30.

ITEM
7.

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

The
following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is
relevant to an assessment and understanding of the consolidated financial condition and results of operations of NioCorp and subsidiaries.
This item should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual
Report on Form 10-K.

Summary
of Consolidated Financial and Operating Performance

The
Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily
to performing exploration and feasibility study related activities, as well as the activities necessary to support corporate and
shareholder duties.

For
the year ended June 30,

2025

2024

($000)

Operating
expenses

$

11,958

$

13,757

Net
loss attributable to the Company

(17,405

)

(11,435

)

Net
loss per share (basic and diluted)

(0.36

)

(0.31

)

The
net loss attributable to the Company increased to $17.4 million for fiscal year 2025 from $11.4 million for fiscal year 2024.
This increased net loss in fiscal year 2025 as compared to fiscal year 2024 is primarily due to the fiscal year 2025 recognition
of non-cash losses related to the valuation of the Earnout Share and Warrant liabilities, partially offset by lower interest
expense, financial instrument fair values, and operating expenses.

Results
of Operations

The
Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily
to performing exploration and feasibility study related activities, and the activities necessary to support corporate and shareholder
duties, as detailed in the following table:

45

For
the year ended June 30,

2025

2024

($000)

Operating
expenses:

Employee
related costs

$

1,944

$

3,509

Professional
fees

2,237

3,533

Exploration
expenditures

4,135

2,552

Other
operating expenses

3,642

4,163

Total
operating expenses

11,958

13,757

Change
in fair value of earnout shares liability

2,063

(6,704

)

Change
in fair value of warrant liabilities

4,093

(1,875

)

Change
in fair value of convertible note

40

2,542

Interest
expense

48

4,490

Foreign exchange gain

(5

)

(31

)

Interest income

(94

)

-

Other
gains

(122

)

(147

)

Loss
on equity securities

1

5

Income
tax benefit

-

(139

)

Loss
attributable to noncontrolling interest

(577

)

(463

)

Net
loss attributable to the Company

$

(17,405

)

$

(11,435

)

Fiscal
Year 2025 as Compared to Fiscal Year 2024

Significant
items affecting operating expenses are noted below:

Employee-related
expenditures decreased in fiscal year 2025 as compared to fiscal year 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 fiscal year 2025 as compared to fiscal year 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 increased for fiscal year 2025 as compared to 2024, as fiscal year 2025 costs include expenditures related to
a drilling program initiated by the Company in April 2025 designed to support the conversion of a portion of the Company’s
current Indicated Resources into Measured Resources and the subsequent conversion of a portion of current Probable Mineral Reserves
into Proven Mineral Reserves. Fiscal year 2024 costs included expenses associated with the third-party owned and operated Demonstration Plant, for which testwork was completed during the third quarter of fiscal year 2024.

Other
operating expenses decreased for fiscal year 2025 as compared to fiscal year 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 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 change in fair value related to the Earnout Shares based on the results
of Monte Carlo financial modeling. Overall, the increased expense in fiscal year 2025 corresponds to an overall increase in our
share value during fiscal year 2025.

Change
in fair value of Warrant liability represents the change in fair value related to our liability-classified Warrant obligations.
The increase in expense during fiscal year 2025 is due primarily to the increase in the ending market value of our Common Shares
as of June 30, 2025.

46

Change
in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes (as
defined below), which are carried at fair value, as well as the impact of fair value adjustments through final payoff.

 Interest
expense decreased in fiscal year 2025 as compared to fiscal year 2024 due to the impacts of convertible debenture interest
expense incurred in fiscal year 2024. This convertible debt instrument was paid off in early fiscal year 2025.

Loss
attributable to noncontrolling interest represents the portion of net loss in ECRC attributable to the Vested Shares, which
are not owned by the Company.

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
incentive 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.

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.

On
April 21, 2025, the Company closed an underwritten public offering (the “April 2025 Offering”), pursuant to an underwriting
agreement dated April 17, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold an aggregate of 8,015,812
Common Shares (or pre-funded Warrants in lieu thereof), which includes 323,504 Common Shares issued and sold pursuant to Maxim’s
partial exercise of its over-allotment option.

47

The
combined gross proceeds from the November 2024 Registered Offering, the November 2024 Private Offering, the January 2025 Offering,
and the April 2025 Offering were approximately $31.8 million, before deducting underwriting discounts and offering expenses. In
addition, during fiscal year 2025, the Company issued an aggregate of 6,499,977 Common Shares under the Yorkville Equity Facility
Financing Agreement and through the exercise of Warrants by their holders, as a result of which, the Company received cash totaling
approximately $13.8 million. A portion of 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 advance efforts to launch construction of the Elk
Creek Project and move it to commercial operation.

As
of June 30, 2025, the Company had cash of $25.6 million and working capital of $24.8 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 $40.0 million to $50.0 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. As discussed below, if the Company were
able to obtain additional funding, the Company would be in a position to accelerate planned expenditures ahead of its current
schedule.

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 resource and reserve estimate and associated mine plan and an updated capital cost estimate in
connection with the EXIM application process. The planned corporate overhead costs over the next twelve months include Elk
Creek property lease commitments, which are $57,000 through June 30, 2026, 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 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. 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. There 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 fourth quarter of fiscal
year 2025, 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 the TRC in the second step in EXIM’s four-step approval process. 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. 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.

On
July 18, 2025, the Company closed a public offering (the “July 2025 Offering”), pursuant to which the Company issued
and sold 13,850,000 Common Shares at a public offering price of $3.25 per Common Share, for net proceeds of approximately $41.8
million after deducting placement agent fees discounts and prior to other offering expenses. Maxim acted as sole placement agent
for the July 2025 Offering. The Company intends to use the net proceeds from the July 2025 Offering for working capital and general
corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial
operation. During the period from July 1, 2025 through September 11, 2025, the
Company also issued 5,000,312 Common Shares through the exercise of Warrants and Options by their
holders, and received cash totaling approximately $10.4 million.

On
August 4, 2025, ECRC entered into the DoD Agreement with ATI, an entity acting on behalf of the Defense Industrial Base Consortium
under the authority of the DoD. Subject to the terms and conditions of the DoD

48

Agreement, ECRC is entitled to receive up to an
aggregate of approximately $10.0 million of reimbursement payments from the DoD upon the achievement of certain project milestones
related to feasibility study-level engineering and additional reserve drilling, as well as preparing updated cost estimates, for
the Elk Creek Project.

We
expect to use our cash balance as of June 30, 2025, as well as the proceeds from the July 2025 Offering, the proceeds from the
Warrant exercise issuances, and the reimbursement payments pursuant to the DoD Agreement, to fund our planned expenditures for
the next twelve months. However, additional work is required in order to advance the Elk Creek Project, requiring additional financing.
The S-K 1300 Elk Creek Technical Report Summary 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. If the Company were
able to obtain additional funding, the Company would be in a position 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. 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 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,
if at all. Pursuant to the Exchange Agreement, 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. On July 17, 2025, we entered into the Placement Agency Agreement with Maxim, which also contains certain covenants that,
among other things, limit NioCorp’s ability to enter into any variable rate transaction on or before September 17, 2025, including
issuances of equity or debt securities that are convertible into Common Shares at variable rates and any equity line of credit,
ATM 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 and the Placement Agency 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 such funds.

49

Based
on the conditions described within, management has concluded and the audit opinion and notes that accompany our consolidated financial
statements for the year ended June 30, 2025, disclose that substantial doubt exists as to our ability to continue as a going concern.
The consolidated financial statements included in this Annual Report on Form 10-K have been prepared under the assumption that
we will continue as a going concern. As defined under S-K 1300, we are a development stage issuer, and we have incurred losses
since our inception. 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 fiscal year 2025, these events continued to create uncertainty
with respect to overall project funding and timelines. 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.

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. 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 year ended June 30, 2025, the Company’s operating activities consumed $10.7 million of cash (2024: $11.7 million). Overall,
operational outflows during fiscal year 2025 decreased from the corresponding period of 2024 primarily due to the timing of vendor
payments. Going forward, the Company’s working capital requirements are expected to increase substantially in connection
with the development of the Elk Creek Project.

Investing
Activities

The
Company had minimal investing activities during the years ended June 30, 2025 and 2024, respectively.

Financing
Activities

Net
cash provided by financing activities was $34.2 million in fiscal year 2025 (2024: $11.4 million). This increase in financing
inflows primarily reflects the timing of cash inflows from the financing transactions disclosed above under “Liquidity
and Capital Resources.”

Cash
Flow Considerations

The
Company has historically relied upon debt and equity financing to finance its activities. Subject to the restrictions set forth
in the Exchange 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.

 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

50

includes near-term funding and, ultimately, 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.

Environmental

Our
mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the
environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot
predict the full amount of such future expenditures. As of June 30, 2025 and 2024, we had accrued $48,000 and $48,000, respectively,
related to estimated environmental obligations.

Forward-Looking
Statements

The
foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking
Statements” in Item 1., “Business.”

Accounting
Developments 

For
a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the
consolidated financial statements included in this Annual Report on Form 10-K.

Critical
Accounting Estimates and Recent Accounting Pronouncements

Our
significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in this Annual
Report on Form 10-K. As described in Note 3, we are required to make estimates and assumptions that affect the reported amounts
and related disclosures of assets, liabilities, revenue, and expenses. Our estimates are based on our experience and our interpretation
of economic, political, regulatory, and other factors that affect our business prospects. Many of the inputs into our estimation
process are subjective and are subject to uncertainty over time and therefore, actual results may differ significantly from our
estimates. Note 3 also discloses recent accounting pronouncements applicable to the Company.

We
believe that our most critical accounting estimates are related to the carrying value of our long term assets; accounting for
income taxes and the valuation of deferred tax assets; and the valuation of liabilities associated with Warrants, convertible
debt carried at fair value, and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the
accounting estimates are made and changes in them are reasonably likely to occur from period to period. Management has discussed
the development and selection of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”),
and the Audit Committee has reviewed the disclosures presented below. In addition, there are other items within our financial
statements that require estimation, but are not deemed to be critical. However, changes in estimates used in these and other items
could have a material impact on our consolidated financial statements.

Carrying
Value of Long-Lived Assets

The
recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed
on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions
related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability
to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever
information or circumstances indicate the potential for impairment. Key inputs include events and circumstances such as our inability
to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of
exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input
prices. Many of these inputs are subjective and are subject to uncertainty over time. Such evaluations compare estimated future
net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated
future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded, measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Where

51

estimates of future net cash
flows are not determinable and where other conditions indicate the potential for impairment, management uses available market
information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

We
review and evaluate our long-lived assets, other than mineral properties, for impairment when events or changes in circumstances
indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated
fair value of the long-lived assets being tested for impairment and their carrying amounts.

Income
Taxes

We
have assets, hold interests, and conduct activities in the U.S. and Canada and are subject to their tax regimes. Tax laws are
complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to review and
interpretation by taxing authorities and could be modified. Management judgment is required in determining our provision for income
taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. We consider
factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable
income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning
strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance.
In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our
valuation allowance, which could materially impact our financial position and results of operations.

Financial
Instruments Carried at Fair Value

The
fair values of our Earnout Shares, private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value
were determined using various significant unobservable inputs, including a discount rate and our best estimate of expected
volatility and expected holding periods. Changes in the estimated fair values of these liabilities may have material impacts
on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact
on our U.S. GAAP results of operations. See Notes 8, 9, and 10c to our consolidated financial statements included in this
Annual Report on Form 10-K for additional details.

Other

The
Company has one class of shares, being Common Shares. A summary of outstanding Common Shares, Vested Shares, Options, and Warrants
as of September 11, 2025, is set out below, on a fully diluted basis.

Common Shares Outstanding

(fully diluted)

Common Shares

77,757,089

Vested Shares(1)

3,518,450

Options(2)

4,900,000

Warrants(3)

24,787,533

(1)

Each
exchangeable into one Common Share at any time, and from time to time, until the tenth
anniversary of the Closing Date.

(2)

Each
exercisable for one Common Share.

(3)

Includes
15,666,626 NioCorp Assumed Warrants that are each exercisable for 1.11829212 Common Shares,
and 9,120,907 Warrants that are each exercisable
into one Common Share.