NIOCORP DEVELOPMENTS LTD (NB) Risk Factors

ITEM 1A. RISK FACTORS

Our
business activities are subject to significant risks, including those described below. You should carefully consider these risks.
If any of the described risks occur, our business, financial position, and results of operations could be materially adversely
affected. Such risks are not the only ones we face, and additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business. This report contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result
of a number of factors, including the risks described below. See “Forward-Looking Statements” under Item 1., “Business.”

Risks
Related to Our Business

Our
ability to operate as a going concern is in doubt.

The
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. We are a development stage issuer and we have incurred losses since our inception.

As a development stage issuer, the Company has not yet commenced its mining operations and accordingly does not generate any
revenue. The Company does not have sufficient cash on hand to fund planned operations as well as the construction necessary
for mine development for the next twelve months. The Company is dependent on its ability to raise capital to fund future exploration
and working capital requirements. Our plans for the long-term achievement of and continuation as a going concern include financing our future operations through
sales of our Common Shares and/or debt and the potential profitable exploitation of our Elk Creek Project. Additionally, capital
markets and general economic conditions in the U.S. and Canada may impose significant obstacles to raising the required funds.
As discussed further below, while we have been successful in doing so in the past, there can be no assurance we will be able to
raise funds in the future. These factors raise substantial doubt about our ability to continue as a going concern.

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We
will require significant additional capital to fund our business plan.

We
will be required to make substantial capital expenditures to advance the Elk Creek Project to construction and commercial operation.
We will also require funds for our ongoing capital needs and will be required to raise additional capital.

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.

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, which will require 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 able to accelerate planned expenditures ahead of its current
schedule. In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence
process, the Company would require additional funding to complete such activities. The Company’s ability to continue operations
and fund our current work plan is dependent on management’s ability to secure additional financing.

Except
for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, which is discussed below under
Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources,” and the potential exercise of options to purchase Common Shares (“Options”) and Warrants,
we currently have no further funding commitments or arrangements for additional financing at this time. In addition, agreements
we enter into may contain restrictions on our ability to raise additional financing on reasonable terms or at all. For example,
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.
Notwithstanding the restrictions set forth in the Exchange Agreement, there is significant uncertainty that we would be able to
secure any additional financing in the current equity or debt markets.

Our
ability to obtain necessary funding depends upon a number of factors, including the status of the national and worldwide economy
and the price of the products we intend to produce. We are actively pursuing additional sources of debt and equity financing,
and while we have been successful in doing so in the past, there can be no assurance we will be able to obtain any such additional
financing on acceptable terms, if at all.

In
addition, the potential EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, including
the additional project activities identified in the PPL, 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.

Our
inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results
of operations, or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on our ownership or
share structure. Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease
the trading price of the Common Shares and could impair our ability to raise capital through future sales of Common Shares. We
have not yet commenced commercial production at any of our properties and, as such, have not generated positive cash flows to
date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our Elk Creek Project.
We expect to continue to incur

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negative investing and operating cash flows until such time as we enter into successful commercial
production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources
of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements.
There is no assurance that we will be able to continue to raise equity capital or to secure additional debt financing, or that
we will not continue to incur losses.

We
have a limited operating history on which to base an evaluation of our business and prospects.

Since
our inception, we have had no revenue from operations. We have no history of producing products from any of our properties. Our
Elk Creek Project is a development stage property. Advancing our Elk Creek Project from a development stage property to a production
stage property will require significant capital and time, and successful commercial production from the Elk Creek Property will
be subject to permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As
a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises
including:

The
costs, timing, and complexities of exploration, development, engineering, and construction activities may be increased by the
location of our properties and competition from other mineral exploration and mining companies. It is common for exploration companies
to experience unexpected problems and delays during development, if commenced, including engineering, procurement, construction,
commissioning, and ramp-up. Accordingly, our activities may not result in profitable operations and we may not succeed in establishing
operations or profitably producing products at any of our current or future properties, including our Elk Creek Project.

We
have a history of losses and expect to continue to incur losses in the future.

We
have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses
in the future. We incurred a net loss attributable to the Company of $17.4 million for the year ended June 30, 2025, and $11.4
million for the year ended June 30, 2024.

We
expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates
sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from operations
and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation,
we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up
stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties
and our failure to do so could have a materially adverse effect on our financial condition.

Increased
costs could affect our financial condition.

We
anticipate that costs at our projects that we may explore or develop, including the Elk Creek Project, will frequently be subject
to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgical performance, and
revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected
by the price of commodities such as fuel, steel, aluminum, iron, chemicals,

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natural gas, fresh water, and electricity, as well
as by government actions such as tariffs. Such commodities are at times subject to volatile price movements, including increases
that could make production at certain operations less profitable or not profitable at all. For example, 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. A material increase in costs at any significant
location could have a significant effect on our profitability.

A
disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could
adversely affect our business operations and financial performance.

We
rely on the accuracy, capacity, and security of our third-party service providers’ IT systems for the operations of many
of our business processes and to comply with regulatory, legal, and tax requirements. We are dependent on third parties to provide
important IT services relating to, among other things, operational technology at our facilities, human resources, electronic communications,
and certain finance functions. Despite the security measures that our third-party service providers have implemented, including
those related to cybersecurity, we have experienced, and may experience in the future, cybersecurity incidents. Cybersecurity
incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-service
attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity
of our systems and information, and the systems and information of our third-party service providers. Cybersecurity incidents
can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause
confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.
Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based
services and bundled software. As previously disclosed, on February 14, 2025, we became aware of unauthorized third-party access
to our information systems, including portions of its email systems, that resulted in misdirected vendor payments (the “Cybersecurity
Incident”). To date, the Cybersecurity Incident has not had a material impact on our business operations or financial condition.

Though
our third-party service providers have controls in place, we cannot provide assurance that a cybersecurity incident will not occur
in the future. Furthermore, we may have little or no oversight with respect to security measures employed by third-party service
providers, which may ultimately prove to be ineffective at countering threats. Cybersecurity threats or incidents or disruptions
of our third-party service providers’ IT systems could interrupt our ability to manage and operate our business, impact data,
and adversely affect our business operations and financial performance, including major disruptions to business operations, loss
of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation
or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative,
and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation
costs and possible prolonged negative publicity. In addition, we have incurred costs in connection with the remediation of the
Cybersecurity Incident and we may be required to incur significant costs to protect against and, if required, remediate the damage
caused by cybersecurity incidents, disruptions or system failures in the future.

A
shortage of equipment and supplies could adversely affect our ability to operate our business.

We
are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, project development operations.
The shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations
and could therefore limit, or increase the cost of, production. Ongoing disruptions to the world’s economy, including issues
related to supply chains, inflation, tariffs and trade tensions, and increased raw material and labor costs, may delay our ability
to secure supplies and equipment for the Elk Creek Project on a timely basis.

Joint
ventures and other partnerships, including offtake arrangements, may expose us to risks.

We
have entered into offtake agreements related to our Elk Creek Project as well as agreements related to the supply of natural gas
and electricity to the project site, and may enter into joint ventures or partnership arrangements, including additional offtake
agreements, with other parties in relation to the exploration, development, and production of certain of the properties in which
we have an interest. Any failure of such other companies to meet their obligations

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to us or to third parties, or any disputes
with respect to the parties’ respective rights and obligations, price fluctuations and termination provisions related to
such agreements, or our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms
or at all, could have a material adverse effect on us, the development and production at our properties, including the Elk Creek
Project, the joint ventures, if any, or their properties and therefore could have a material adverse effect on our results of
operations, financial performance, cash flows, and the price of our Common Shares.

We
may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure
to manage our growth effectively could have a material adverse effect on our business and financial condition.

We
are dependent on a relatively small number of key employees, including our Chief Executive Officer. The loss of any officer could
have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement
for them on favorable terms, should that become necessary.

The
effect on the capital markets and the economy of recent global events, including inflation, volatility in commodity prices, supply
chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs, could have an adverse effect on
NioCorp’s business plans, financial condition, and liquidity.

Certain
events have effected, and continue to effect, the global and United States economies, including increased inflation, volatility
in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs. We cannot
predict how this will affect our business, but the impact may be adverse.

Although
it is not possible to predict the ultimate impact of these factors on NioCorp’s business plans, financial position, or liquidity,
such impacts that may be material include, but are not limited to: (i) delays in the completion of the mine and surface engineering
designs and uncertainty regarding our ability to finalize necessary Engineering, Procurement, and Construction (“EPC”)
agreements as a result of disruptions in the businesses of our engineering consultants and key contractors for the Elk Creek Project,
(ii) reduced availability and increased costs of employees, (iii) a negative impact on our liquidity position, and (iv) increased
costs and less ability to access funds in the capital markets. The full extent to which these factors may continue to impact our
business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time.

In
addition, we cannot predict the impact that recent global events, including inflation, volatility in commodity prices, supply
chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs will have on our customers, suppliers,
vendors, and other business partners, and each of their financial conditions; however, any material effect on these parties could
adversely impact us.

It
may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors.

We
are a Canadian corporation and, as a result, it may be difficult or impossible for an investor to do the following:

We
may not recognize the full value of the Yorkville Equity Facility Financing Agreement and may not receive any proceeds from the
exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as
a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional
capital.

Although
we have entered into the Yorkville Equity Facility Financing Agreement, we may not recognize the full value thereof. Specifically,
our ability to sell Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing Agreement is subject to certain
restrictions and limitations, which may prevent us from selling the full commitment amount prior to the expiration of the commitment
period. Our ability to recognize the full value of the Yorkville Equity Facility Financing Agreement may be further impeded by
the potential negative pressure on the

13

market price of our Common Shares as a result of sales, or the perception of future sales,
of Common Shares by us or by other security holders. As a result, there can be no assurance that we will receive all or even a
significant portion of the proceeds that we expect to receive in connection with the Yorkville Equity Facility Financing Agreement.

In
addition, upon exercise, we will receive the cash exercise price of our outstanding Warrants (assuming, that they are not exercised
on a cashless basis, as applicable). We believe the likelihood that holders will exercise their Warrants, and therefore, the amount
of cash proceeds that we would receive, is, among other things, dependent upon the market price of our Common Shares. For so long
as the market price for our Common Shares is less than the applicable exercise price of the Warrants, we believe such holders
will be unlikely to exercise their Warrants. The potential adverse effect on the prevailing market price of our Common Shares
as a result of sales of Common Shares by us or by other security holders, or the perception that such sales may occur, could keep
the market price for our Common Shares below the applicable exercise price of the Warrants. Accordingly, the holders of the Warrants
may not exercise their Warrants before they expire, and we may not receive any proceeds from the exercise of the outstanding Warrants.

We
may not recognize the full value of the DoD Agreement.

Subject
to the terms and conditions of the DoD Agreement, the DoD will reimburse ECRC for a portion of the costs incurred by ECRC under
the DoD Agreement and 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. If the Company is not successful in achieving the milestones required
under the DoD Agreement or if the reimbursements sought by the Company are rejected or the DoD Agreement is terminated prior to
completion of all milestones, the Company may not receive all or even a significant portion of the payments as reimbursements for
expenses incurred as expected under the DoD Agreement.

The
Company has identified material weaknesses in its internal control over financial reporting. If not remediated, the Company’s
failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could
result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each
of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

Our
management has identified material weaknesses in its internal control over financial reporting relating to deficiencies in the principles associated with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial
statements will not be prevented or detected on a timely basis.

As
discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management
has assessed the effectiveness of its internal control over financial reporting and its disclosure controls and procedures and
concluded that they were not effective as of June 30, 2025.

The
Company is committed to remediating its material weaknesses as promptly as possible. Management is in the process of implementing
its remediation plan. However, there can be no assurance as to when the material weaknesses will be remediated or that additional
material weaknesses will not arise in the future. If the Company is unable to maintain effective internal control over financial
reporting, its ability to record, process and report financial information timely and accurately could be adversely affected,
which could subject the Company to litigation or investigations, require management resources, increase costs, negatively affect
investor confidence and adversely impact the trading price of the Common Shares.

We
may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

We
identified material weaknesses in our internal control over financial reporting that exist as of June 30, 2025. As a result of
such material weaknesses and other matters raised or that may in the future be raised by the SEC or the

14

Canadian securities regulators,
we face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities
laws, contractual claims or other claims arising from the material weaknesses in our internal control over financial reporting
and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any
such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future.
Any such litigation or dispute, whether successful or not, could adversely affect our business, financial condition and results
of operations.

Risks
Related to Mining and Development

We
face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies in our estimates could result in
lower than expected revenues, higher than expected costs, and decreased profitability.

A
mineral is economically recoverable when the price at which we may sell the mineral exceeds the costs and expenses of mining and
selling the mineral. Forecasts of our future performance are based on, among other things, estimates of our mineral reserves.
We base our reserve and resource information on engineering, economic, and geological data assembled and analyzed by qualified
persons, which include various engineers and geologists on our staff and with third parties. Our estimates are also subject to
SEC regulations regarding classification of reserves and resources, including S-K 1300. Our reserve and resource estimates as
to both quantity and quality are updated from time to time to reflect additional information received. There are numerous uncertainties
inherent in estimating quantities and qualities of mineral reserves and resources, including many factors beyond our control.

Estimates
of mineral reserves and resources necessarily depend upon a number of variable factors and assumptions, any one of which may,
if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions include, but are
not limited to:

The
conversion of reported mineral resources to mineral reserves should not be assumed, and the reclassification of reported mineral
resources from lower to higher levels of geological confidence should not be assumed. As such, actual mineral tonnage recovered
from identified reserves, and revenues and expenditures with respect to our reserves, may vary materially from estimates. Thus,
these estimates may not accurately reflect our actual reserves. Any material inaccuracy in our estimates related to our reserves
could result in lower than expected revenues, higher than expected costs, or decreased profitability, which could materially and
adversely affect our business, results of operations, financial position, and cash flows.

The
nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration
for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration
programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity
or quality to be profitably mined. Our operations are, and any future

15

development or mining operations we may conduct will be,
subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as,
but not limited to:

Any
of these risks can materially and adversely affect, among other things, the development of properties, production quantities and
rates, costs and expenditures, potential revenues, and production dates. We currently have very limited insurance to guard against
some of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be
recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation
to amounts spent that are not recoverable, or that result in additional expenses.

We
have no history of producing commercial products from our current mining properties and there can be no assurance that we will
successfully establish mining operations or profitably produce minerals.

We
have no history of producing commercial products from our current mining properties. We do not produce commercial products and
do not currently generate operating earnings. While we seek to move our Elk Creek Project from a development stage property to
a production stage property, such efforts will be subject to all of the risks associated with establishing new mining operations
and business enterprises, including:

It
is common in new mining and processing operations to experience unexpected problems and delays during engineering, procurement,
construction, commissioning, and initial operations. In addition, our management and workforce will need to be expanded, and sufficient
housing and other support systems for our workforce will have to be established. This could result in delays in the commencement
of production and increased costs of production. Accordingly, we cannot assure you that our activities will result in profitable
operations or that we will successfully establish mining and processing operations.

Results
of metallurgical testing by us may not be favorable to, or as expected by, us.

We
have completed significant bench, mini-pilot, and pilot scale metallurgical testing on material from the Elk Creek Project and
will continue to complete necessary metallurgical testing at the bench, mini-pilot, and pilot scale as the exploration and, if
warranted, development of the Elk Creek Project progresses. There can be no assurance that the results of such metallurgical testing
will be favorable to, or will be as expected by, us. Furthermore, there can be no certainty that metallurgical recoveries obtained
in bench or pilot scale tests will be achieved in either subsequent

16

testing or commercial operations. The development of a complete
metallurgical process to produce saleable final products from the Elk Creek Project is a complex and resource-intensive undertaking
that may result in overall schedule delays and increased project costs for us.

Price
volatility could have dramatic effects on our results of operations and our ability to obtain financing for the Elk Creek Project
and execute our business plan.

The
price of commodities varies on a daily basis. Niobium is a specialty metal and not a commonly traded commodity such as copper,
zinc, gold, or iron ore. The price of niobium tends to be set through a limited long-term offtake market, contracted between very
few suppliers and purchasers. The world’s largest supplier of niobium, Companhia Brasileira de Metalurgia e Mineração,
supplies approximately 85% of the world’s niobium. Any attempt to suppress the price of niobium by such supplier, or an
increase in production by any supplier in excess of any increased demand, would have negative consequences on the price of niobium
and, potentially, on our value. The price of niobium may also be reduced by the discovery of new niobium deposits, which could
not only increase the overall supply of niobium (causing downward pressure on its price) but could draw new firms into the niobium
industry that would compete with us.

Sc2O3
is used in solid oxide fuel cells and has the potential to become a valuable alloy with aluminum in the aerospace and automotive
industries. Supply of scandium has been sporadic in recent years, and there are no primary scandium mines in the world at present.
Production primarily occurs as a by-product from existing metallurgical plants, primarily in Russia, Canada, the Philippines,
and China. Our management believes the Elk Creek Project would significantly increase the world’s supply of scandium trioxide.
Although the Company’s market studies indicate a positive outlook for demand, there is no assurance at present that the
Company could sell all of its production. In addition, the sale of scandium represents a significant portion of the Elk Creek
Project revenue; achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which
is a developing market with a risk of oversupply and/or undersupply disrupting pricing.

Titanium
metal is used in various superalloys and other applications for aerospace applications, armor, and medical implants, and in oxide
form is a key component of pigments used in paper, paint, and plastics. The Elk Creek Project would produce a small quantity of
titanium dioxide relative to other producers. As a small producer, we would be subject to fluctuations in the price of TiO2
that would result from normal variations in supply and demand for this commodity.

In
addition, the niobium, scandium, titanium, and potentially, rare earth products, that we intend to produce at the Elk Creek Project
are also subject to additional commodity-specific price cycles resulting from, among other factors, export controls, taxes and
other tariffs and fees. Volatility in the demand for, and prices of, the niobium, scandium, titanium, and potentially, rare earth
products, that we intend to produce at the Elk Creek Project may adversely affect the overall value of the Elk Creek Project and
impact our ability to obtain financing for the Elk Creek Project on acceptable terms, or at all.

We
may not be able to establish a viable recovery process for REEs.

The
market for rare earth products requires particular levels of purity and chemical form, which are achieved through the extraction
and separation of individual REEs from each other as well as from the other constituents in the rare earth ore. At present, the
Company has substantially completed the engineering and testing of a process for producing commercial rare earth products but
has not completed all work necessary to declare a REE reserve estimate for the Elk Creek deposit. The completion of the work necessary
to demonstrate an economically feasible rare earth recovery system will require additional expenditures of cash and time to complete.
There is no guarantee that the Company will be successful in demonstrating positive economics for a rare earth recovery system
tied to the Elk Creek Project, nor is there any guarantee that once constructed, the rare earth recovery system will operate as
designed and produce saleable commercial products.

Estimates
of resources and reserves are subject to evaluation uncertainties that could result in project failure.

Our
exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict
the quantity and quality of resources/reserves within the earth using statistical sampling techniques. Estimates of any resources/reserves
on any of our properties would be made using samples obtained from

17

appropriately placed trenches, test pits, underground workings,
and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent
to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic
details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties.
This could result in uncertainties that cannot be reasonably eliminated from the process of estimating resources/reserves. If
these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable
operations in the future.

Any
material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing
a property into production and a property’s return on capital.

Mineral
resource/reserve estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any,
may differ from that indicated by our feasibility studies and drill results. Minerals recovered in small scale tests may not be
duplicated in large scale tests under on-site conditions or at commercial production scale.

The
mineral resource and mineral reserve estimates included in the S-K 1300 Elk Creek Technical Report Summary and contained in this
Annual Report on Form 10-K have been determined based on assumed future prices, cut-off grades, and operating costs that may prove
to be inaccurate. Extended declines in market prices for our products may render portions of our resource/reserve estimates uneconomic
and may result in reduced reported resources/reserves or may adversely affect any commercial viability determinations we may reach.
Any material reductions in estimates of resources/reserves could have a material adverse effect on our Common Share price and
on the value of our properties.

We
face intense competition in the mining industry.

The
mining industry is intensely competitive in all of its phases, and we compete with other companies for capital. As a result of
this competition, some of which is with large established mining companies with substantial capabilities and with greater financial
and technical resources than ours, we may be unable to obtain financing for the Elk Creek Project on terms we consider acceptable,
or at all, or to acquire and develop additional properties in the future. In addition, we compete with others in efforts to obtain
resources to advance the Elk Creek Project to construction and commercial operation, including mining and processing equipment,
as well as qualified managerial and technical employees. If we are unable to successfully compete for required resources, including
qualified employees, we may have difficulty in advancing 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.

Difficulties
in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project.

The
Company has conducted three field investigations and two major technical studies into the hydrogeology of the Elk Creek carbonatite,
which is the geologic formation which hosts the mineralized material that would be extracted by the Company’s mining operations.
The Company expects to encounter significant amounts of water in the carbonatite, which will need to be pumped out of the formation
to facilitate a mining operation. Water quality analyses have demonstrated that this water will have elevated temperature and
salt content when compared to other water resources in the area. While the Company has developed plans to treat water produced
from the mine for use in its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal
of the resultant waste products will be issued by the State of Nebraska, nor is there any guarantee that such permits will be
issued in a timely fashion. Further, based on such plans, the operations will rely on a water treatment system to achieve zero
discharge of wastewater, and there is no guarantee that this system will function as designed or achieve nameplate treatment capacity.

Title
to our properties may be subject to other claims that could affect our property rights and claims.

There
are risks that title to our properties may be challenged or impugned. Our Elk Creek Project is located in Nebraska and may be
subject to prior unrecorded agreements or transfers or native land claims, and title may be affected by undetected defects. Our
current land and/or mineral rights lease agreements between ECRC and individual

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landowners give us an option to purchase additional
property (“OTP”), which, along with the property we already own, will allow us to construct the Elk Creek Project
once sufficient project financing is obtained. The rights of the current owners to sell the property subject to these options
may be subject to prior unrecorded or unknown claims to title. Further, our current OTP agreements, some of which are important
for our planned operations, are of fixed duration and expire between December 2029 and May 2040, and we may incur additional cost
and delays in securing renewals of such OTPs. We have investigated our rights to explore and exploit the Elk Creek Project resource/reserve
and, to the best of our knowledge, our rights in relation to lands covering the Elk Creek Project resource/reserve are in good
standing. However, there may be valid challenges to the title of our properties that, if successful, could impair development
and/or operations.

Our
properties and operations may be subject to litigation or other claims.

From
time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may
be required to assert or defend against these claims, which will divert resources and management time from operations. The costs
of these claims or adverse filings may have a material effect on our business and results of operations.

We
do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.

Exploration,
development, mining, and surface operations involve various hazards, including environmental hazards, industrial accidents, metallurgical
and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, and periodic
interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral
properties, facilities, or other property, personal injury, environmental damage, delays in operations, increased cost of operations,
monetary losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible
premiums or at all. We may elect not to insure where premium costs are disproportionate to our perception of the relevant risks.
The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production
activities.

Risks
Related to Government Regulation

We
may not be able to obtain or renew all required permits and licenses to place any of our properties into production.

Our
current and future operations, including development activities and commencement of production, if warranted, on the Elk Creek
Project, require permits from governmental authorities and such operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances,
land use, environmental protection, mine safety, and other matters. Companies engaged in mineral property exploration and the
development or operation of mines and related facilities generally experience increased costs, as well as delays in production
and other schedules as a result of the need to comply with applicable laws, regulations, and permits. We cannot predict if all
permits that we may require for continued exploration, development, or construction of mining facilities and conduct of mining
operations will be obtainable or renewable on reasonable terms, if at all. Costs related to applying for and obtaining permits
and licenses may be prohibitive and could delay our planned exploration and development activities. Failure to comply with applicable
laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation
of additional equipment, or remedial actions.

Facilities
associated with the Elk Creek Project, such as the mine, surface plant, tailings facilities, stockpiles and supporting infrastructure,
are likely to either temporarily or permanently impact waterbodies and wetlands that are subject to regulation by the USACE as
Waters of the United States (“WOUS”). We believe that we have obtained the necessary USACE permits to construct the
project, but changes to the design or layout of the facility may trigger the USACE to require us to obtain and maintain additional
permits for the Elk Creek Project. The duration of this permitting exercise is dictated by the USACE and would need to be completed
before facilities that would impact WOUS could be constructed. We may experience delays or additional costs in relation to obtaining
the necessary permits and these delays and additional costs could negatively affect the economics of the Elk Creek Project and
our results of operations.

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Parties
engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and
may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current
laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof,
could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction
in levels of production at producing properties or require abandonment or delays in development of new mining properties.

We
are subject to significant governmental regulations that affect our operations and costs of conducting our business.

Our
current and future operations, including development of the Elk Creek Project, are and will be governed by laws and regulations,
including:

Companies
engaged in development activities often experience increased costs and delays in production and other schedules as a result of
the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits
may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures and/or orders issued by
regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring
capital expenditures, installation of additional equipment, or costly remedial actions. We may be required to compensate those
suffering loss or damage by reason of our development activities and may have civil or criminal fines or penalties imposed for
violations of such laws, regulations, and permits.

Existing
and possible future laws, regulations, and permits governing operations and activities of mineral development companies, or more
stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or
require abandonment or delays in development. Our Elk Creek Project is located in Nebraska, and while the State does have a comprehensive
and modern set of environmental regulations, it does not have specific regulations with respect to permitting or reclaiming mines
which could potentially impact the total time to market for the project.

Our
activities are subject to environmental laws and regulations that may change, thereby increasing our costs of doing business and
restricting our operations.

All
phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation
is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance,
more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their
officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management
of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed
by mining operations. Compliance with environmental laws and regulations, and future changes in these laws and regulations, may
require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible
that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of
our business, causing us to re-evaluate those activities at that time.

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Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have
a material adverse effect on our business.

A
number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response
to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could
impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased
energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such
regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies
situated in areas not subject to such limitations. Given the emotion, political significance, and uncertainty surrounding the
impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial
condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any
adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry
could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and could be
particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm patterns
and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost,
production, and financial performance of our operations.

Land
reclamation requirements for our properties may be burdensome and expensive.

Although
variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration
companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance.

Reclamation
may include requirements to:

In
order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate
financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision
for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required
to carry out unanticipated reclamation work, our financial position could be adversely affected.

Risks
Related to Our Debt

The
level of our indebtedness from time to time could impair our ability to obtain additional financing.

From
time to time, we may enter into transactions to acquire assets or the shares of other companies or to fund development of the
Elk Creek Project. These transactions may be financed partially or wholly with debt, which may increase our debt levels above
industry standards. Our articles of incorporation do not limit the amount of indebtedness that we may incur. Our indebtedness
could impair our ability to obtain additional financing in the future on a timely basis to take advantage of business opportunities
that may arise. Our ability to service our debt obligations will depend on our future operations, which are subject to prevailing
industry conditions and other factors, many of which are beyond our control.

Risks
Related to the Common Shares

NioCorp
may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years,
which may result in materially adverse U.S. federal income tax consequences for U.S. investors.

If
NioCorp is a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included
in the holding period of a U.S. holder of Common Shares or other securities of NioCorp, such U.S. holder

21

may be subject to certain
adverse U.S. federal income tax consequences. These adverse tax consequences include requirements to treat any gain realized upon
a disposition of Common Shares or other securities, or any “excess distribution” received on Common Shares, as ordinary
income, to pay an interest charge on a portion of such gain or distribution, and certain additional reporting requirements. Such
consequences may be mitigated with respect to Common Shares (but not with respect to Warrants or other securities of NioCorp)
if the holder thereof makes a timely and effective “qualified electing fund” or “QEF” election or a “mark-to-market”
election. A U.S. holder of Common Shares that makes a QEF election generally must include in income on a current basis for U.S.
federal income tax purposes its share of NioCorp’s net capital gain and ordinary earnings for any taxable year in which
it is a PFIC, whether or not NioCorp distributes any amount to its shareholders. A U.S. holder of Common Shares that makes a mark-to-market
election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the
taxpayer’s basis therein.

NioCorp
generally will be classified as a PFIC for a taxable year if (a) 75% or more of its gross income for such year is “passive
income” (generally, dividends, interest, rents, royalties, and gains from the disposition of assets producing passive income)
or (b) at least 50% or more of the value of its assets produce, or are held for the production of, passive income, based on the
quarterly average of the fair market value of such assets. NioCorp believes that it was classified as a PFIC for its taxable years
ended June 30, 2025 and 2024 and, based on the current composition of its income and assets, as well as current business plans
and financial expectations, may be classified as a PFIC for its current or future taxable years. Any conclusion regarding PFIC
status is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change.
In addition, even if NioCorp concluded it did not qualify as a PFIC, it is possible that the U.S. Internal Revenue Service (the
“IRS”) could assert, and that a court could sustain, a determination that NioCorp is a PFIC. Accordingly, there can
be no assurance that NioCorp will not be treated as a PFIC for any taxable year. The PFIC rules are complex and each holder of
Common Shares or other securities of NioCorp should consult its own tax advisors regarding these rules and the U.S. federal income
tax consequences of the acquisition, ownership, and disposition of such securities.

The
2023 Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences.

Section
7874 and related sections of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), provide for certain
adverse tax consequences when the stock of a U.S. corporation is acquired by a non-U.S. corporation in certain transactions in
which former shareholders of the U.S. corporation come to own 60% or more of the stock of the non-U.S. corporation (by vote or
value, and applying certain specific counting and ownership rules). These adverse tax consequences include (i) potential additional
required gain recognition by the U.S. corporation, (ii) treatment of certain payments to the non-U.S. corporation that reduce
gross income as “base erosion payments,” (iii) an excise tax on certain options and stock-based compensation of the
U.S. corporation, (iv) disallowance of “qualified dividend” treatment for distributions by the non-U.S. corporation,
and (v) if former shareholders of the U.S. corporation come to own 80% or more of the stock of the non-U.S. corporation, treatment
of the non-U.S. corporation as a U.S. corporation subject to U.S. federal income tax on its worldwide income (in addition to any
tax imposed by non-U.S. jurisdictions). If the 2023 Transactions result in the application of any of these, or any other, adverse
tax consequences, NioCorp could incur significant additional tax costs. While NioCorp currently does not believe the 2023 Transactions
will cause such adverse tax consequences as a result of Section 7874 and related sections of the Code, this determination is subject
to significant legal and factual uncertainty. NioCorp has not sought and will not seek any rulings from the IRS as to the tax
treatment of any of the 2023 Transactions. Further, there can be no assurance that your tax advisor, the IRS, or a court, will
agree with the position that NioCorp is not subject to these adverse tax consequences.

Our
Common Share price may be volatile and as a result you could lose all or part of your investment.

In
addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact
of any of the following factors upon the market price of the Common Shares:

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From July 1, 2024, to the date of this report, the trading price of our stock on the Nasdaq has ranged from a low of $1.27 to a high of $5.19.

In
addition, stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities
have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market
price of the Common Shares. As a result, you may be unable to sell any Common Shares you acquire at a desired price.

We
have never paid dividends on the Common Shares.

We
have not paid dividends on the Common Shares to date, and we may not be in a position to pay dividends for the foreseeable future.
Our ability to pay dividends with respect to the Common Shares will depend on our ability to successfully develop one or more
properties and generate earnings from operations. Further, our initial earnings, if any, will likely be retained to finance our
operations. Any future dividends on Common Shares will depend upon our earnings, our then-existing financial requirements, and
other factors, and will be at the discretion of our Board.

Future
sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of
Common Shares by us, could adversely affect prevailing market prices for the Common Shares and cause investors to suffer dilution
in their net book value per Common Share.

Sales
of a substantial number of Common Shares in the public market could occur at any time, including issuances and sales of additional
Common Shares by us and sales by other security holders. These sales, or the market perception that the holders of a large number
of Common Shares or securities convertible, exercisable, or exchangeable into Common Shares intend to sell Common Shares, could
reduce the prevailing market price of the Common Shares. The effect, if any, that future public sales of these securities or the
availability of these securities for sale will have on the market price of the Common Shares is uncertain. If the market price
of the Common Shares were to drop as a result, this might impede our ability to raise additional capital and might cause remaining
shareholders to lose all or part of their investment.

The
Articles of NioCorp, as amended, permit us to issue an unlimited number of Common Shares. Subject to the requirements of the British
Columbia Business Corporations Act and Nasdaq, we will not be required to obtain the approval of the NioCorp shareholders for
the issuance of additional Common Shares. We have issued Common Shares in the past and will continue to issue Common Shares to
finance our activities in the future. In addition, outstanding Options and Warrants and securities convertible into or exchangeable
for Common Shares may be exercised, converted, or exchanged resulting in the issuance of additional Common Shares. If we issue
additional Common Shares or decide to enter into joint ventures with other parties in order to raise financing through the sale
of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their net
book value per Common Share depending on the price at which such securities are sold.

Additionally,
pursuant to the Yorkville Equity Facility Financing Agreement, Yorkville has committed to purchase up to an additional $46.9 million
of our Common Shares, at our direction from time to time during the remaining seven months of the commitment period, subject to
certain limitations and the satisfaction of the conditions in the Yorkville Equity Facility Financing Agreement. We have filed
a registration statement under the Securities Act covering resales by Yorkville of the Common Shares issuable pursuant to the
Yorkville Equity Facility Financing Agreement. Accordingly, any Common Shares that we issue pursuant to the Yorkville Equity Facility
Financing Agreement will be available for sale into the public market, subject to applicable securities laws, which could reduce
the prevailing market price for the Common Shares.

We
are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting
of the Common Shares.

Our
Common Shares are currently listed on the Nasdaq Global Market under the symbol “NB”. The public NioCorp Assumed Warrants
are currently listed on Nasdaq under the symbol “NIOBW.” The Nasdaq Capital Market

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has rules for continued listing.
In order to maintain the listings, we must maintain certain financial and share distribution targets, including maintaining a
minimum number of public shareholders.

If
Nasdaq delists the Common Shares, investors may face material adverse consequences, including, but not limited to, a lack of a
trading market for the Common Shares, reduced liquidity, a determination that our Common Shares are a “penny stock,”
decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

If
our Common Shares are considered a penny stock and are subject to the penny stock rules, broker-dealers may be discouraged from
effecting transactions in Common Shares.

Our
Common Shares have in the past, and may in the future, be considered a “penny stock.” The SEC has adopted Rule 15g-9
which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Applicable penny stock rules impose
additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited
investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5.0 million
or individuals with a net worth in excess of $1.0 million or annual income exceeding $200,000 or $300,000, jointly with their
spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations,
and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting
the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the
penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. If and when applicable, these disclosure requirements may have the effect of reducing the
level of trading activity in the secondary market for the Common Shares. Consequently, these penny stock rules may affect the
ability of broker-dealers to trade in the Common Shares.