NIOCORP DEVELOPMENTS LTD (NB) Business

ITEM 1. BUSINESS

Introduction

NioCorp
Developments Ltd. (“NioCorp,” “we,” “us,” “our,” or the “Company”)
was incorporated under the laws of the Province of British Columbia under the Business Corporations Act (British Columbia) on
February 27, 1987, under the name “IPC International Prospector Corp.” On May 22, 1991, we changed our name to “Kingston
Resources Ltd.” On June 29, 2001, we changed our name to “Butler Developments Corp.” On February 12, 2009, we
changed our name to “Butler Resource Corp.” On March 4, 2010, we changed our name to “Quantum Rare Earth Developments
Corp.” On March 4, 2013, we changed our name to “NioCorp Developments Ltd.”

NioCorp
is a United States Securities and Exchange Commission (“SEC”) reporting company, and we are also a Canadian reporting
issuer in British Columbia, Alberta, Saskatchewan, Ontario, and New Brunswick. Our registered and records office is located at
1133 Melville Street, Suite 3500, Vancouver, British Columbia V6E 4E5 (ATTN: Blake, Cassels & Graydon LLP). Our principal
executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112.

Business
Operations

NioCorp, through
ECRC (as defined below), is developing a critical minerals project that, if and when developed, will produce niobium, scandium,
titanium, and potentially, rare earth products. Known as the “Elk Creek Project,” it is located near Elk Creek, Nebraska,
in the southeast portion of the state.

Our
primary business strategy is to advance our Elk Creek Project to commercial production. Based on the success of our recent fund-raising
activities, as discussed below under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition
and Results of Operations—Liquidity and Capital Resources,” we are focused on carrying out our near-term planned work
programs associated with securing the project financing necessary to complete detailed design, development, and construction of
the Elk Creek Project, as well as the commencement of early elements of project construction.

Corporate
Structure

The
Company’s business operations are conducted primarily through ECRC. The table below provides an overview of the Company’s
current subsidiaries and their activities:

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Historical
Development of the Business

The
acquisition of the carbonatite property located in Southeast Nebraska, USA (the “Elk Creek Property”) was closed in
December 2010 and involved the purchase by NioCorp of all of the issued and outstanding common shares of a private British Columbia
company, which in turn held 100% of the issued and outstanding shares of Elk Creek Resources Corp., a Nebraska corporation.

Between
2011 and 2020, the Company advanced the Elk Creek Project through the completion of field exploration programs, feasibility study
development and reporting, updates to underground mine designs and supporting infrastructure, and the receipt of required permits
from the State of Nebraska.

During
fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue
early project execution activities. During fiscal year 2022, we focused efforts towards refining our Elk Creek Project mineral
resource and mineral reserve estimates with respect to REEs. This work included additional assays of historical drill core to
fill data gaps in the existing resource database and re-modeling. Based on this re-interpretation of the geologic data, an update
to the mine plan was also completed. Based on this work, we issued the 2022 NI 43-101 Elk Creek Technical Report on June 28, 2022,
and filed the S-K 1300 Elk Creek Technical Report Summary as an exhibit to our Annual Report on Form 10-K for the year ended June
30, 2022.

On
March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the
“GXII Transaction”), pursuant to the Business Combination Agreement, dated September 25, 2022 (the
“Business Combination Agreement”), among the Company, GX Acquisition Corp. II (“GXII”), and Big Red
Merger Sub Ltd (the “Closing”). At the Closing, the Company also closed convertible debt financings (the
“Yorkville Convertible Debt Financing”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors
Global, LP (together with YA II PN, Ltd., “Yorkville”), and the standby equity purchase facility with Yorkville
(the “Yorkville Equity Facility Financing” and, together with the Yorkville Convertible Debt Financing, the
“Yorkville Financings”) became effective. The transactions contemplated by or related to the Business Combination
Agreement, including the GXII Transaction, the Yorkville Financings, and a 10-for-1 reverse stock split consummated in connection with the Closing, are referred to, collectively, as the “2023
Transactions.”

As
a result of the 2023 Transactions, among other matters, GXII became and indirect, majority-owned subsidiary of NioCorp and changed
its name to “Elk Creek Resources Corp.”, which we refer to as “ECRC,” and the Common Shares and the Warrants
that were assumed by NioCorp from GXII (the “NioCorp Assumed Warrants”) were listed for trading on Nasdaq under the
symbols “NB” and “NIOBW,” respectively.

Pursuant
to the Business Combination Agreement, the Sponsor Support Agreement, dated September 25, 2022, among GX Sponsor II LLC (the “Sponsor”),
GXII, the Company and the other persons party thereto, and the Exchange Agreement, dated as of March 17, 2023, by and among NioCorp,
ECRC and the Sponsor (the “Exchange Agreement”), after the Closing, the shares of Class B common stock of ECRC are
exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions. Of
the issued and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the “Vested Shares”) were
vested as of the Closing Date and are exchangeable at any time, and from time to time, until the tenth anniversary of the Closing
Date and 3,391,596 shares (the “Earnout Shares”) are exchangeable until the tenth anniversary of the Closing Date,
subject

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to certain vesting conditions. See Note 9 to the consolidated financial statements included in Part II, Item 8 hereof
for additional information regarding the Class B common stock of ECRC.

During
fiscal year 2025, the Company initiated a drilling program at the Elk Creek Project to support the conversion of a portion of
its current indicated resources into measured resources and the subsequent conversion of a portion of its current probable mineral
reserves into proven mineral reserves. This drilling program is ongoing as of the date of this report. When completed, the results
of the drilling program, along with other technical and economic analyses undertaken by the Company, will be used to update the
feasibility study for the Elk Creek Project.

Recent
Corporate Events

EXIM
Bank Financing Process

As
previously disclosed, on March 6, 2023, the Company announced the receipt of a Letter of Interest from the Export-Import Bank
of the United States (“EXIM”) for potential debt financing through EXIM’s “Make More In America”
initiative to fund a portion of the project costs of the Elk Creek Project (the “EXIM Financing”).

NioCorp
submitted a formal application to EXIM for a loan under EXIM’s “Make More in America” initiative on June 6,
2023. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review
Committee on October 2, 2023. EXIM deployed additional resources to the processing of the Company’s application during the
quarter ended December 31, 2023, and has retained financial and legal consultants to support EXIM’s due diligence on the
Elk Creek Project. On April 15, 2024, the Company received a Preliminary Project Letter (the “PPL”) from EXIM. The
PPL is a summary of EXIM’s initial due diligence findings and also includes a preliminary Indicative Term Sheet. The PPL
identified additional project activities to be undertaken by the Company in conjunction with the EXIM evaluation process. These
include an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated
process flows.

Management
is working with EXIM to continue to advance the project through the next stages of EXIM’s due diligence and loan application
process. We are currently unable to estimate how long the application process, including the additional project activities identified
in the PPL, may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt
financing from EXIM.

April 2025
Offering

On
April 21, 2025, the Company closed an underwritten, registered public offering (the “April 2025 Offering”), pursuant
to the underwriting agreement, dated April 17, 2025, with Maxim Group LLC (“Maxim”), as underwriter, pursuant to which
the Company issued and sold (i) 6,628,846 Common Shares at a public offering price of $2.60 per Common Share and (ii) 1,063,462
pre-funded Warrants (the “April 2025 Pre-Funded Warrants”) to purchase up to an additional 1,063,462 Common Shares
at a public offering price of $2.5999. The April 2025 Pre-Funded Warrants have an exercise price of $0.0001 per underlying Common
Share, are exercisable immediately, and do not have an expiration date. On April 17, 2025, Maxim partially exercised its over-allotment
option to purchase 323,504 additional Common Shares at the closing. The net proceeds from the April 2025 Offering were approximately
$18.7 million, after deducting underwriting discounts and offering expenses.

July
2025 Offering

On
July 18, 2025, the Company closed a registered public offering (the “July 2025 Offering”), pursuant to a placement
agency agreement, dated July 17, 2025 (the “Placement Agency Agreement”) with Maxim, as sole placement agent, pursuant
to which the Company issued and sold 13,850,000 Common Shares at a public offering price of $3.25 per Common Share. The net proceeds
from the July 2025 Offering were approximately $41.2 million, after deducting underwriting discounts and offering expenses.

DoD
Agreement

On
August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International
(“ATI”), an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department
of Defense (“DoD”). Subject to the terms and conditions of the DoD Agreement,

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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.

Competitive
Business Conditions

There
is significant competition within the minerals industry to discover, acquire and obtain project financing for mineral properties
considered to have commercial potential. We compete with others in efforts to obtain project financing and resources to advance
the Elk Creek Project to construction and commercial operation, acquire and utilize mining and processing equipment, and hire
qualified personnel. These other companies may be better capitalized than us and we may have difficulty in obtaining the financing
and resources necessary to advance the Elk Creek Project to construction and commercial operation. In addition, in competing for
qualified personnel, we may be required to pay compensation or benefits relatively higher than those paid in the past, and the
availability of qualified personnel may be limited in high-demand periods.

Cycles

The
mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by
worldwide economic cycles. Demand has in the past, and may in the future, be subject to those same worldwide economic cycles.
Fluctuations in supply and demand in various regions throughout the world are common. In addition, the niobium, scandium, titanium,
and potentially, rare earth products, that we intend to produce at the Elk Creek Project are subject to additional commodity-specific
price cycles resulting from, among other factors, demand for specific products, export controls, taxes and other tariffs and fees.

The
following table sets forth commodity prices for the last five calendar years for the ferroniobium, scandium trioxide, and titanium
dioxide products the Company anticipates extracting from its Elk Creek Project. These pricing surveys may not be representative
of the pricing that the Company anticipates achieving for its products if commercial production begins from its Elk Creek Project.

As
NioCorp is a development stage issuer and has not yet generated any revenue from the operation of the Elk Creek Project, it is
not currently significantly affected by changes in commodity demand and prices, except to the extent that these changes may impact the development
of the Elk Creek Project. As it does not carry on production activities, NioCorp’s ability to fund ongoing exploration is
affected by the availability of financing, which is, in turn, affected by the strength of the economy and other general economic
factors.

Economic
Dependence

Other
than land and mineral right option agreements and agreements between NioCorp and third parties for the purchase and sale of products
to be produced from the Elk Creek Project (“offtake agreements”), NioCorp’s business is not substantially dependent
on any contract such as a contract to sell the major part of its product or services or to purchase the major part of its requirements
for goods, services or its raw materials, or any franchise or license or other agreement to use a patent, formula, trade secret,
process or trade name upon which its business depends.

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Government
Regulation

The
exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities.
These include the United States Environmental Protection Agency (the “EPA”) and the United States Army Corps of Engineers
(the “USACE”) as well as the various state and local environmental protection agencies. The regulations address many
environmental issues relating to air, soil, and water contamination, and apply to many mining related activities including exploration,
mine construction, mineral extraction, ore milling, water use, waste disposal, and use of toxic substances. In addition, we are
subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals,
taxation, data protection, and data security. Many of the regulations require permits or licenses to be obtained, the absence
of which and/or inability to obtain such permits or licenses will adversely affect our ability to conduct our exploration, development,
and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or
other penalties or in revocation of a permit or license or loss of a prospect.

General

While
none of the lands on which the Elk Creek Project is proposed to be built are owned by the U.S. Government, mining rights on public
lands are governed by the General Mining Law of 1872, as amended, which allows for the location of mining claims on certain federal
lands upon the discovery of a valuable mineral deposit and compliance with location requirements. The exploration of mining properties
and development and operation of mines is governed by both federal and state laws. Federal laws that govern mining claim location
and maintenance and mining operations on federal lands are generally administered by the Bureau of Land Management. Additional
federal laws, governing mine safety and health, also apply. State laws also require various permits and approvals before exploration,
development or production operations can begin. Among other things, a reclamation plan must typically be prepared and approved,
with financial assurance provided in the amount of projected reclamation costs. The financial assurance is used to ensure that
proper reclamation takes place and will not be released until that time. Local jurisdictions may also impose permitting requirements,
such as conditional use permits or zoning approvals.

Environmental
Regulation

Our
mineral projects are subject to various federal, state, and local laws and regulations governing protection of the environment.
These laws are continually changing and, in general, are becoming more restrictive. The development, operation, closure, and reclamation
of mining projects in the U.S. requires numerous notifications, permits, authorizations, and public agency decisions. Compliance
with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies and to file various
reports and keep records of our operations. Certain of these permits require periodic renewal or review of their conditions and
may be subject to a public review process during which opposition to our proposed operations may be encountered. We are currently
operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations.
Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are
conducted in material compliance with applicable laws and regulations.

Changes
to current local, state, or federal laws and regulations in the jurisdictions where we operate could require additional capital
expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation,
if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

Environmental
Regulation - U.S. Federal Laws

The
Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes,
impose strict, joint, and several liability on current and former owners and operators of sites and on persons who disposed of
or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims
requiring clean-up actions and/or demands for reimbursement for government-incurred clean-up costs or natural resource damages.
It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage
allegedly caused by hazardous substances released into the environment. The Resource Conservation and Recovery Act (“RCRA”),
and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial
fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA, and comparable state statutes
can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after
activities on such sites have been completed.

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The
Clean Air Act, as amended (“CAA”), restricts the emission of air pollutants from many sources, including mining and
processing activities. Any future mining operations by the Company may produce air emissions, including fugitive dust and other
air pollutants from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction
equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities
may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order
to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional
capital expenditures in order to comply with the rules.

The
National Environmental Policy Act (“NEPA”) requires federal agencies to integrate environmental considerations into
their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits
to mining facilities and assessing alternatives to those actions. If a proposed action could significantly affect the environment,
the agency must prepare either a detailed statement known as an Environmental Impact Statement (“EIS”), or a less
detailed statement known as an Environmental Assessment (“EA”). The EPA, other federal agencies, and any interested
third parties can review and comment on the scope of the EIS or EA and the adequacy of any findings set forth in the draft and
final EIS or EA. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its
potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The
Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants
into waters of the U.S. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of
a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm
water discharge permit or Stormwater Pollution Prevention Plan for certain activities. Such a permit requires the regulated facility
to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges
of dredged and fill material in wetlands and other waters of the U.S. unless authorized by an appropriately issued permit. The
CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants,
and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused
by the release and for natural resource damages resulting from the release.

The
Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder,
regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states
and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained
before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining-related
activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state
laws. In addition, third-party claims may be filed by landowners and other parties claiming damages for alternative water supplies,
property damages, and bodily injury.

Environmental
Regulation − Nebraska

Nebraska
has a well-developed set of environmental regulations and responsible agencies but does not have clearly defined regulations with
respect to permitting mines. As such, review of the project and the issuance of permits by Nebraska agencies and regulatory bodies
could potentially impact the total time to market for our Elk Creek Project. Other Nebraska regulations govern operating and design
standards for the construction and operation of any source of air emissions and landfill operations. Any changes to these laws
and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring
changes to operating conditions, technical criteria, fees, or surety requirements. The most stringent permit related to air quality
is known as a Prevention of Significant Deterioration (“PSD”) permit, which requires the applicant to demonstrate
compliance with NAAQS and Best Available Control Technology (“BACT”) for the control of air emissions. If the facility
exceeds the potential to emit thresholds for such a permit and is thus subject to PSD requirements, permanent construction at
the project site may not begin until the responsible agency issues the PSD permit. For facilities in Nebraska with potential emissions
below PSD thresholds, a state air construction permit is needed. The state permit also requires a demonstration of compliance
with NAAQS but does not require a BACT demonstration and further allows construction at a subject facility to proceed ahead of
permit issuance through an established variance process.

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Human
Capital

The
Company’s ability to continue to progress the Elk Creek Project will depend on its ability to attract and retain individuals
with (among other skills) financial, administrative, engineering, geological and mining skills, and knowledge of our industry
and targeted markets. Much of the necessary specialized skills and knowledge required by the Company as a mineral exploration
company are available from the Company’s current management team and Board of Directors (the “Board”). The Company
retains outside consultants if additional specialized skills and knowledge are required.

As
of June 30, 2025, we had seven full-time employees as well as one contract employee. In addition, we use consultants with specific
skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance, and property
management.

Our
compensation programs are designed to align compensation of our employees with the Company’s performance and to provide
the proper incentives to attract, retain, and motivate employees to achieve superior results. The structure of our compensation
programs balances competitive wages and benefits and incentive earnings for both short-term and long-term performance.

Our
priority to maintain a culture of ethical performance as a core value is reflected in the Company’s Code of Business Conduct
and Ethics (the “Code of Conduct”) and other related policies. Oversight is provided by the Company’s Board
and, for specific areas of performance, by committees of the Board. Employees are required to review the Code of Conduct on a
periodic basis. Our compensation programs also include consideration of ethical performance in determining incentive awards.

The
Company also provides a robust suite of benefits to our employees, including 401(k) participation, medical-insurance options,
and programs to encourage and support the whole person.

Forward-Looking
Statements

This
Annual Report on Form 10-K 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”).

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 Elk Creek Project; NioCorp’s ability to receive a final commitment of financing from EXIM; 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 ability to access the full amount of the expected net proceeds
of the Yorkville Equity Facility Financing Agreement; NioCorp’s expectation that it will receive the full $10 million in
reimbursement under the DoD Agreement; the intended use of our cash balance as of June 30, 2025 as well as the proceeds from the
July 2025 Offering, the proceeds from Warrant exercise issuances, and the reimbursement payments pursuant to the DoD Agreement;
the expected results of the drilling program at the Elk Creek Project; the expectation that the results of the drilling program
will be used to update the feasibility study for the Elk Creek Project; the Elk Creek Project’s ability to produce multiple
critical metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the
completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned
product suite; 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; 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.

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Forward-looking
statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,”
“intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements
that events, conditions, or results “will,” “may,” “could,” or “should” (or the
negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance
(often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,”
“anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,”
or stating that certain actions, events, or results “may,” “could,” “would,” “might,”
or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions
relating to: NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on
acceptable terms, or at all; the future price of metals; the stability of the financial and capital markets; and current estimates
and assumptions regarding the Yorkville Equity Facility Financing Agreement and its benefits. Such forward-looking statements
reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties,
and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future
results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others,
risks related to the following: NioCorp’s ability to operate as a going concern; NioCorp’s requirement of significant
additional capital; NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project
on acceptable terms, or at all; NioCorp’s ability to achieve the required milestones and receive the full $10.0 million
in reimbursement under the DoD Agreement; NioCorp’s ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp’s ability to access the
full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp’s ability to continue
to meet Nasdaq listing standards; risks relating to the Common Shares, including price volatility, lack of dividend payments and
dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp’s level of indebtedness
and/or the terms contained in agreements governing NioCorp’s indebtedness, if any, the Yorkville Equity Facility Financing
Agreement or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all;
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 PFIC under the Code; the potential that the 2023 Transactions 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 industry; trade policies and tensions, including tariffs;
inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening
resilience in the face of potential impacts from climate change; the 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, or development activities; management of the water balance at the Elk Creek Project site; land reclamation requirements
related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing
quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation;
and NioCorp’s lack of insurance covering all of NioCorp’s operations.

Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described herein. This list is not exhaustive of the factors that may affect

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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 Item
1A., Risk Factors below.

The
Company’s forward-looking statements contained in this Annual Report on Form 10-K are based on the beliefs, expectations,
and opinions of management as of the date of this Annual Report on Form 10-K. The Company does not assume any obligation to update
forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as
required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on,
forward-looking statements.

Available
Information

We
maintain a website at http://www.niocorp.com. Our Common Shares are currently registered under Section 12(b) of the Exchange Act,
and we are currently required to file reports on Forms 10-K, 10-Q, or 8-K. Our Annual Report on Form 10-K (which includes our
audited consolidated financial statements), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports
filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available on our website, free of charge, as
soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC. The SEC maintains
an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC (http://www.sec.gov). We do not intend to send security holders a printed version of our Annual Report as it will
be available online.

We
maintain a Code of Conduct, a copy of which may be found on our website in the “About Us” section under the main title
“Corporate Governance.” Our Code of Conduct contains information regarding whistleblower procedures.

We
are not including the information contained on or accessible through our website or the SEC’s website as a part of, or incorporating
it by reference into, this Annual Report on Form 10-K.