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 niobf: N

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D. C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended June 30, 2024

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
 file number: 001-41655

Developments Ltd.

 (Exact
name of registrant as specified in its charter)

 British
 Columbia, Canada

 98-1262185

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 7000
 South Yosemite Street, Suite 115 Centennial, CO

 (Address
 of principal executive offices)

 80112

 (Zip
 Code)

 Registrant's
 telephone number, including area code: (720) 334-7066

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Shares, without par value

 NB

 The
 Nasdaq Stock Market LLC

 Warrants,
 each exercisable for 1.11829212 Common Shares

 NIOBW

 The
 Nasdaq Stock Market LLC

registered pursuant to section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-Accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 At
December 31, 2023, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates
of the registrant was $ 100.6 million based on the closing sale price as reported on the Nasdaq Stock Market. There were 38,660,244
common shares outstanding on September 20, 2024.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Not
applicable.

 TABLE
OF CONTENTS

 Select Mining Definitions

 i

 Metric Equivalents

 v

 Mineral Reserves and Resources

 v

 Currency and Exchange Rates

 vi

 Risk Factors Summary

 vi

 ITEM 1. BUSINESS

 Introduction

 Historical Development of the Business

 Business Operations

 Competitive Business Conditions

 Cycles

 Economic Dependence

 Government Regulation

 Human Capital

 Forward-Looking Statements

 Available Information

 ITEM 1A. RISK FACTORS

 Risks Related to Our Business

 Risks Related to Mining and Development

 Risks Related to Government Regulation

 Risks Related to Our Debt

 Risks Related to the Common Shares

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Holders

 Dividends

 Securities Authorized for Issuance Under Equity Compensation Plans

 Purchases of Equity Securities by the Company

 Recent Sales of Unregistered Securities

 Exchange Controls

 Certain Canadian Federal Income Tax Considerations for U.S. Residents

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Summary of Consolidated Financial and Operating Performance

 Results of Operations

 Liquidity and Capital Resources

 Cash Flow Considerations

 Forward-Looking Statements

 Accounting Developments

 Critical Accounting Estimates and Recent Accounting Pronouncements

 Other

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Interest rate risk

 Foreign currency exchange risk

 Commodity price risk

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10–K SUMMARY

 SIGNATURES

 Select
Mining Definitions

 carbonatite

 A
 type of intrusive or extrusive igneous rock defined by mineralogic composition consisting of greater than 50% carbonate minerals.

 cut-off
 grade

 The
 grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining.
 For purposes of establishing "prospects of economic extraction," the cut-off grade is the grade that distinguishes
 material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination
 will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing
 facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping
 ratio.

 deposit

 A
 mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found
 to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures. Such
 a deposit does not qualify as a commercially mineable ore body or as containing reserves or ore, unless final legal, technical,
 and economic factors are resolved.

 development
 stage issuer

 An
 issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property

 development
 stage property

 A
 property that has mineral reserves disclosed, pursuant to Regulation S-K 1300, but no material extraction

 diamond
 drilling

 A
 type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample
 of rock for observation and analysis

 dysprosium
 or Dy

 The
 element dysprosium (atomic number 66), a rare-earth element in the lanthanide series.

 dysprosium
 oxide

 The
 chemical compound composed of dysprosium and oxygen with the formula Dy 2 O 3

 economically
 viable

 When
 used in the context of mineral reserve determination, means that the qualified person has determined, using a discounted cash
 flow analysis, or has otherwise analytically determined, that extraction of the mineral reserve is economically viable under
 reasonable investment and market assumptions

 feasibility
 study

 A
 comprehensive technical and economic study of the selected development option for a mineral
 project, which includes detailed assessments of all applicable modifying factors, as
 defined under S-K 1300, together with any other relevant operational factors, and detailed
 financial analysis that are necessary to demonstrate, at the time of reporting, that
 extraction is economically viable. The results of the study may serve as the basis for
 a final decision by a proponent or financial institution to proceed with, or finance,
 the development of the project.

 (1)
 A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must
 contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment
 decision or to support project financing.

 (2)
 The confidence level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility
 study. Terms such as full, final, comprehensive, bankable, or definitive feasibility
 study are equivalent to feasibility study.

 i

 ferroniobium
 or FeNb

 An
 iron-niobium alloy, with a niobium content of 60-70%

 indicated
 mineral resource

 That
 part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence
 and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified
 person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of
 the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured
 mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

 inferred
 mineral resource

 That
 part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence
 and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant
 technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation
 of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources,
 which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred
 mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted
 to a mineral reserve.

 LoM

 Life
 of Mine, the period from the beginning of construction to the end of mine life

 measured
 mineral resource

 That
 part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence
 and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified
 person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and
 final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence
 than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource
 may be converted to a proven mineral reserve or to a probable mineral reserve.

 mineral
 reserve

 An
 estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified
 person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured
 or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material
 is mined or extracted.

 mineral
 resource

 A
 concentration or occurrence of material of economic interest in or on the Earth's crust in such form, grade or quality,
 and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization,
 taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the
 assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.
 It is not merely an inventory of all mineralization drilled or sampled.

 modifying
 factors

 The
 factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to
 establish the economic viability of mineral reserves. A qualified person must apply and evaluate modifying factors to
 convert measured and indicated mineral resources to proven and probable mineral reserves. These factors include, but are
 not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental
 compliance; plans, negotiations,
 or agreements with local individuals or groups; and governmental factors.

 ii

 The number, type and specific characteristics of
 the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.

 niobium
 or Nb

 The
 element niobium (atomic number 41), a transition metal primarily used in the production of high-strength, low-alloy steel

 pentoxide, a commercial form of refined niobium

 neodymium
 oxide

 The
 chemical compound composed of neodymium and oxygen with the formula Nd 2 O 3

 NSR

 Net
 Smelter Return, the net revenue that the owner of a mining property receives from the sale of the mine's products less
 transportation and refining costs

 praseodymium
 oxide

 The
 chemical compound composed of praseodymium and oxygen with the formula Pr 2 O 3

 probable
 mineral reserve

 The
 economically mineable part of an indicated and, in some cases, a measured mineral resource

 production
 stage property

 A
 property with material extraction of mineral reserves

 proven
 mineral reserve

 The
 economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource

 qualified
 person

 An
 individual who is:

 (1) A
 mineral industry professional with at least five years of relevant experience in the type of mineralization and type of
 deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant;
 and

 (2) An
 eligible member or licensee in good standing of a recognized professional organization at the time the technical report
 is prepared. For an organization to be a recognized professional organization, it must:

 (i)
 Be either:

 (A)
 An organization recognized within the mining industry as a reputable professional association; or

 (B)
 A board authorized by Unites States federal, state, or foreign statute to regulate professionals in the mining, geoscience,
 or related field;

 (ii)
 Admit eligible members primarily on the basis of their academic qualifications and experience;

 (iii)
 Establish and require compliance with professional standards of competence and ethics;

 (iv) Require
 or encourage continuing professional development;

 (v)
 Have and apply disciplinary powers, including the power to suspend or expel
 a member regardless of where the member practices or resides; and

 (vi) Provide a public list of members in good standing.

 rare
 earth elements, rare earths or REEs

 A
 group of 15 elements referred to as the lanthanide series in the periodic table of elements. Scandium and yttrium, while not
 true REEs, are also included in this categorization because they exhibit similar properties to the lanthanides and are found
 in the same ore bodies. Individual mineral deposits may not contain all REEs in economically
 recoverable quantities.

 iii

 rare
 earth products

 Commercial
 rare earth products currently being examined for production by the Company, including neodymium-praseodymium oxide (sometimes
 referred to as didymium oxide), dysprosium oxide, and terbium oxide. These are the primary rare earths compounds used to manufacture
 the world's most powerful permanent magnets.

 relevant
 experience

 For
 purposes of determining whether a party is a qualified person, that the party has experience
 in the specific type of activity that the person is undertaking on behalf of the registrant.
 If the qualified person is preparing or supervising the preparation of a technical report
 concerning exploration results, the relevant experience must be in exploration. If the
 qualified person is estimating, or supervising the estimation of mineral resources, the
 relevant experience must be in the estimation, assessment and evaluation of mineral resources
 and associated technical and economic factors likely to influence the prospect of economic
 extraction. If the qualified person is estimating, or supervising the estimation of mineral
 reserves, the relevant experience must be in engineering and other disciplines required
 for the estimation, assessment, evaluation, and economic extraction of mineral reserves.

 (1) Relevant
 experience also means, for purposes of determining whether a party is a qualified person, that the party has experience
 evaluating the specific type of mineral deposit under consideration (e.g., coal, metal, base metal, industrial mineral,
 or mineral brine). The type of experience necessary to qualify as relevant is a facts and circumstances determination.
 For example, experience in a high-nugget, vein-type mineralization such as tin or tungsten would likely be relevant experience
 for estimating mineral resources for vein-gold mineralization, whereas experience in a low grade disseminated gold deposit
 likely would not be relevant.

 Note
 1 to Paragraph (1) of the Definition of Relevant Experience: It is not always necessary for a person to have five
 years' experience in each and every type of deposit in order to be an eligible qualified person if that person has
 relevant experience in similar deposit types. For example, a person with 20 years' experience in estimating mineral
 resources for a variety of metalliferous hard-rock deposit types may not require as much as five years of specific experience
 in porphyry-copper deposits to act as a qualified person. Relevant experience in the other deposit types could count towards
 the experience in relation to porphyry-copper deposits.

 (2)
 For a qualified person providing a technical report for exploration results or mineral resource estimates, relevant experience
 also requires, in addition to experience in the type of mineralization, sufficient experience with the sampling and analytical
 techniques, as well as extraction and processing techniques, relevant to the mineral deposit under consideration. Sufficient
 experience means that level of experience necessary to be able to identify, with substantial confidence, problems that
 could affect the reliability of data and issues associated with processing.

 (3)
 For a qualified person applying the modifying factors, as defined by this section, to convert mineral resources to mineral
 reserves, relevant experience also requires:

 (i) Sufficient
knowledge and experience in the application of these factors to the mineral deposit under consideration; and

 (ii) Experience
 with the geology, geostatistics, mining, extraction, and processing that is applicable to the type of mineral and mining
 under consideration.

 S-K
 1300

 Subpart
 1300 of Regulation S-K promulgated by the SEC

 S-K
 1300 Elk Creek Technical Report Summary

 A
technical report summary for the Elk Creek Project that conforms to S-K 1300 reporting standards, with an effective date of June
30, 2022, originally filed as Exhibit

 iv

 96.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
 June 30, 2022, and incorporated by reference into this Annual Report on Form 10-K

 scandium
 or Sc

 The
 element scandium (atomic number 21), a transition metal used as an alloying agent with aluminum that provides high strength
 and lower weight for aerospace industry components and other applications that need lightweight metals. It also is used in
 the electrolyte layer of solid oxide fuel cells.

 Scandium
 trioxide, the primary form of refined scandium

 terbium
 oxide

 The
 chemical compound composed of terbium and oxygen with the formula Tb 2 O 3

 titanium
 or Ti

 The
 element titanium (atomic number 22), a transition metal which in its oxide form is a common pigment in paper, paint, and plastic.
 In its metallic form, titanium is used in aerospace applications, armor, chemical processing applications, marine hardware
 applications, medical implants, power generation, and in sporting goods.

 TiO 2

 Titanium
 dioxide, a commercial form of refined titanium

 Metric
Equivalents

 For
ease of reference, the following factors for converting Imperial measurements into metric equivalents are provided:

 To
 convert from Imperial

 To
 metric

 Multiply
 by

 Acres

 Hectares

 0.4047

 Feet
 ("ft")

 Meters
 ("m")

 0.3048

 Miles

 Kilometers
 ("km")

 1.6093

 Tons

 Tonnes
 ("t")

 0.9072

mile = 1.6093 kilometers

acre = 0.4047 hectares

 2,204.62
pounds = 1 metric tonne = 1 tonne

 2000
pounds (1 short ton) = 0.9072 tonnes

Reserves and Resources

 Information
concerning our mining property in this Annual Report on Form 10-K has been prepared in accordance with the requirements of S-K
1300, which first became applicable to us for the fiscal year ended June 30, 2022. All mineral resource and mineral reserve estimates
included in this Annual Report on Form 10-K have been prepared in accordance with S-K 1300. Previously, we prepared our estimates
of mineral resources and mineral reserves following only National Instrument 43-101 of the Canadian Securities Administrators
entitled "Standards of Disclosure for Mineral Projects" ("NI 43-101") and the Canadian Institute of Mining
and Metallurgy ("CIM") "Definition Standards – For Mineral Resources and Mineral Reserves, May 10, 2014."
The CIM-compliant NI 43-101 technical report (the "NI 43-101 Elk Creek Technical Report") for the Company's
niobium, scandium, and titanium project (the "Elk Creek Project") and S-K 1300 Elk Creek Technical Report Summary,
filed as Exhibit 96.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022 and incorporated
by reference into this Annual Report on Form 10-K, are based on a feasibility study prepared by qualified persons (the "2022
Elk Creek Feasibility Study") and are substantively identical to one another except for internal references to the regulations
under which the report is made, and certain organizational differences. In addition, S-K 1300 requires
us to disclose our mineral resources, in addition to our mineral reserves, as of the end of our most recently completed fiscal
year. You are cautioned that mineral resources are subject to further exploration and development and are subject to additional
risks and no assurance can be given that they will eventually convert to future reserves. Inferred resources, in particular, have
a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume
that any part or all of the inferred resource exists or is economically or legally mineable. See Item 1A., Risk Factors.

 v

 Currency
and Exchange Rates

 All
dollar amounts in this Annual Report on Form 10-K are expressed in United States ("U.S.") dollars unless otherwise
indicated. The Company's accounts are maintained in U.S. dollars and the Company's consolidated financial statements
are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Some of the Company's
significant agreements, as well as certain vendors, use Canadian dollars. As used herein, "C$" represents Canadian
dollars.

 The
following table sets forth the rate of exchange for the Canadian dollar, expressed in U.S. dollars in effect at the end of the
periods indicated, the average of exchange rates in effect during such periods, and the high and low exchange rates during such
periods based on the daily rate of exchange as reported by the Bank of Canada for conversion of Canadian dollars into U.S. dollars.

 Year Ended June 30,

 2024

 2023

 Canadian
 Dollars to U.S. Dollars

 Rate
 at end of period

 0.7306

 0.7553

 rate for period

 0.7380

 0.7467

 High
 for period

 0.7617

 0.7841

 Low
 for period

 0.7207

 0.7217

 Risk
Factors Summary

 Investing
in our Common Shares (as defined herein) involves numerous risks and uncertainties, as more fully described below. You should
read these risks before you invest in our Common Shares. In particular, risks associated with our business include, but are not
limited to, the following:

 Risks
Related to Our Business

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

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

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

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

 The
 Company may not realize all or any of the anticipated benefits expected as a result of
 the 2023 Transactions (as defined herein).

 We
 may not recognize the full value of the Yorkville Equity Facility Financing Agreement
 (as defined herein) and may not receive any proceeds from the exercise of the NioCorp
 Assumed Warrants (as defined herein), the April 2024 Warrants (as defined herein) and
 our other outstanding Common Share purchase warrants ("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.

 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.

 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.

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

 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.

 vi

 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.

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

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

 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.

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

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

 Risks
Related to Our Debt

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

 We
 may not have the ability to service our debt, including, without limitation, to pay the
 installments on the April 2024 Notes (as defined herein).

 Risks
Related to the Common Shares

 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.

 We
 are subject to the continued listing criteria of the Nasdaq Stock Market LLC ("Nasdaq")
 and our failure to satisfy these criteria may result in delisting of the Common Shares.

 vii

 PART
I

 ITEM 1.
 BUSINESS

 Introduction

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."

is an SEC (as defined herein) 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.

 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 ("Old
ECRC").

 The
Company commenced a field exploration program in 2011, which included verification of previous work that was completed on the
Elk Creek Property in the 1970s and 1980s, re-assaying of historic drill core, an airborne geophysical survey and the completion
of five new diamond drillholes. The available data for the Elk Creek Property was compiled into an updated NI 43-101 resource
estimate for the Elk Creek Project, which was issued in April 2012. Additional drilling and NI 43-101 technical reports, including
resource updates and preliminary economic assessments, were completed and issued by the Company in 2014 and 2015.

fiscal years 2016 and 2017, the Company focused on feasibility study development, and on June 30, 2017, we announced the completion
of a NI 43-101 technical report for the Elk Creek Project (the "2017 NI 43-101 Elk Creek Technical Report"). In connection
with a review by the Ontario Securities and Exchange Commission, on December 15, 2017, the Company filed a revised 2017 NI 43-101
Elk Creek Technical Report. This revised report contained no changes to any previously reported numbers or forecasted economic
returns of the Elk Creek Project from those contained in the originally filed 2017 NI 43-101 Elk Creek Technical Report.

fiscal year 2019, we received a new mine design based on detailed underground engineering conducted by The Nordmin Group of Companies
("Nordmin") along with an updated mineral resource and mineral reserve. On April 16, 2019, we announced the results
of the updated underground mine design and supporting infrastructure, the results of an update to the Elk Creek Project, and the
filing of an NI 43-101 technical report for the Elk Creek Project based on the new mine design. During fiscal year 2020, the Company
focused efforts on advancing detailed engineering of the surface and underground facilities and negotiating the follow-on contracts
associated with the planned construction of the surface and underground features of the project, as well as obtaining a State
of Nebraska permit which describes all the prospective air emissions from the facility (the "Air Permit"). The Air
Permit required the completion of an air quality model that demonstrates compliance with the U.S. National Ambient Air Quality
Standards limits on atmospheric concentration of six pollutants that cause smog, acid rain, and other health hazards, as established
by the EPA ("NAAQS"). The final Air Permit was issued by the State of Nebraska on June 2, 2020, for the Elk Creek
Project.

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. With the acquisition of the land and mineral rights, the Company now owns the surface land
on which the Elk Creek Project's mine infrastructure and supporting operations will be located once sufficient project financing
is obtained, along with ownership of the mineral rights to more than 90% of the Elk Creek Project's mineral resources and
mineral reserves.

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.

fiscal year 2022, we also advanced our efforts to optimize our process design to contemplate the recovery and production of REEs,
including completion of bench and pilot scale testing on elements of the current metallurgical flowsheet. This work illustrated
that NioCorp could recover and produce high purity, fully separated magnetic rare earth oxide products, specifically neodymium-praseodymium
oxide, dysprosium oxide, and terbium oxide in addition to the niobium, scandium, and titanium products already planned for production
by the Company, once project financing is secured and additional work has been completed on the technical and economic feasibility
of potentially adding REEs to the Elk Creek Project's existing planned product suite. Following the success of this testing,
the Company advanced the construction of a demonstration-scale processing plant located in Trois-Rivieres, Quebec built by the
Company and L3 Process Development ("L3") and operated by L3 (the "Demonstration Plant").

fiscal year 2023, we completed the 2023 Transactions and construction and operated the Demonstration Plant. The Demonstration
Plant results showed higher recoveries for our primary niobium product, higher recoveries and a higher value titanium product
in the form of titanium tetrachloride, and a high recovery rate for the three planned rare earth oxides of consequence: neodymium/praseodymium
oxide, dysprosium oxide and terbium oxide. In addition, we completed initial site preparation work at the Elk Creek Project, which
consisted of tree and brush clearing. A geotechnical investigation at the Elk Creek Project site was also completed, which involved
excavated test pits, geotechnical borings and the installation of shallow groundwater piezometers. The geotechnical program generated
valuable data for the firms that are working on the detailed design of the facilities and infrastructure associated with the Elk
Creek Project.

February 2024, we completed operations at the Demonstration Plant. In addition to establishing, at demonstration-scale, metallurgical
recoveries for potential rare earth products from an improved flowsheet, the Demonstration Plant also established improved recoveries
and higher purities for the Company's planned niobium and titanium products. In addition, the Company retained a mine engineering
consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying the mine and accessing it
via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move ore and waste rock to surface.
The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues. The findings of the evaluation
indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full production, and potential operating
cost savings. The Company plans a more detailed evaluation of this option for the design of the underground mine as part of a
future technical report for the Elk Creek Project. Information regarding the Elk Creek Project is discussed below under Item 2.,
"Properties."

 The
2023 Transactions

 On
March 17, 2023 (the "Closing Date"), the Company closed a series of transactions (the "GXII Transaction")
pursuant to the Business Combination Agreement, dated as of September 25, 2022 (the "Business Combination Agreement"),
by and among the Company, GX Acquisition Corp. II, a Delaware corporation ("GXII"), and Big Red Merger Sub Ltd., a
Delaware corporation and a direct, wholly owned subsidiary of the Company ("Merger Sub"). Pursuant to the Business
Combination Agreement, the GXII Transaction was accounted for as an equity raise transaction in accordance with U.S. GAAP. At
the closing of the GXII Transaction (the "Closing"), the following transactions occurred:

 As
 a result of a series of transactions, including, without limitation, the mergers of Merger Sub and Old ECRC with and into
 GXII, with GXII surviving such mergers, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name
 to "Elk Creek Resources Corp", which we refer to as "ECRC".

 As
 the parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split (as defined below) common shares
 of the Company (the "Common Shares") in exchange for all of the Class A shares of GXII issued and outstanding
 immediately prior to the Closing, including 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII
 that it received as partial payment for advisory services.

 All
 of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender
 of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the "Sponsor
 Support Agreement"), among GX Sponsor II LLC (the "Sponsor"), GXII, the Company, and the other persons party
 thereto, were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity
 of the mergers that occurred on the Closing Date as part of the GXII Transaction. Pursuant to the Business Combination Agreement,
 the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise
 modified, the "Exchange Agreement"), by and among NioCorp, ECRC and the Sponsor, 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 (the "Ten-Year Anniversary") and 3,391,596 shares (the "Earnout Shares")
 are exchangeable until the Ten-Year Anniversary, subject to certain vesting conditions. See Note 10 to the consolidated financial
 statements included in Part II, Item 8 hereof for additional information regarding the Class B common stock of ECRC.

 assumed GXII's obligations under the agreement governing the GXII share purchase warrants (the "GXII Warrants")
 and issued an aggregate of 15,666,626 warrants (the "NioCorp Assumed Warrants") to purchase up to an aggregate
 of 17,519,864 Common Shares. The NioCorp Assumed Warrants issued at the Closing consisted of (a) 9,999,959 public NioCorp
 Assumed Warrants (the "Public Warrants") that were issued in respect of the GXII Warrants that were publicly traded
 prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the "Private Warrants") that were issued to the
 Sponsor in respect of the GXII Warrants that it held prior to the Closing, which NioCorp Assumed Warrants were subsequently
 distributed by the Sponsor to its members in connection with the Closing. See Note 11b to the consolidated financial statements
 included in Part II, Item 8 hereof for additional information regarding the NioCorp Assumed Warrants.

 On
the Closing Date, the Company also effected a reverse stock split (the "Reverse Stock Split") based on one (1) post-Reverse
Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding effectuated by the Company
on the Closing Date. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole Common
Share.

 As
part of the GXII Transaction, on January 26, 2023, the Company entered into definitive agreements with respect to two separate
financing packages with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP ("Yorkville"),
including:

 A
 Securities Purchase Agreement, dated January 26, 2023 (as amended, the "Yorkville
 Convertible Debt Financing Agreement"), between the Company and Yorkville, under
 which the Company issued to Yorkville unsecured convertible debentures in the original
 aggregate principal amount of $16.0 million (the "Convertible Debentures")
 and Common Share purchase warrants, exercisable for up to 1,789,267 Common Shares for
 cash or, if at any time there is no effective registration statement registering, or
 no current prospectus available for, the resale of the underlying Common Shares, on a
 cashless basis, at the option of the holder, at a price per Common Share of approximately
 $8.9422, subject to adjustment to give effect to any stock dividend, stock split, reverse
 stock split or similar transaction (the "Financing Warrants"), on the Closing
 Date, for gross proceeds of $15.36 million (the "Yorkville Convertible Debt Facility
 Financing"); and

 A
 Standby Equity Purchase Agreement, dated January 26, 2023 (the "Yorkville Equity
 Facility Financing Agreement"), between the Company and Yorkville, under which
 Yorkville agreed to purchase up to $65.0 million of Common Shares over a three-year period,
 at NioCorp's direction and subject to certain restrictions (the "Yorkville
 Equity Facility Financing").

 These
financing packages are further discussed below under " Management's Discussion and Analysis of Financial Condition
and Results of Operations – Liquidity and Capital Resources – Financing Activities."

 The
transactions contemplated by the Business Combination Agreement, including the GXII Transaction, the Yorkville Convertible Debt
Facility Financing, the Yorkville Equity Facility Financing, and the Reverse Stock Split are referred to, collectively, as the
"2023 Transactions."

 The
number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows:

 Percentage

 Legacy
 NioCorp Shareholders

 28,246,621

 93.90

 %

 Former
 GXII Class A Shareholders (1)

 1,753,821

 5.83

 %

 Other (2)

 81,213

 0.27

 %

 Total
 Common Shares Outstanding Upon Completion of 2023 Transactions

 30,081,655

 %

 (1)

 Includes
 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory
 services.

 (2)

 Commitment Shares (as defined below) issued under the Yorkville Equity Facility Financing Agreement.

 After
consideration of GXII expenses incurred in connection with the 2023 Transactions, the Company acquired net cash of approximately
$2.2 million and assumed net liabilities of approximately $0.4 million. We also assumed Private Warrant liabilities and the Earnout
Shares liability, which were initially recorded at their non-cash fair market value of approximately $3.0 million and approximately
$13.2 million, respectively. The Company incurred expenses related to the 2023 Transactions of approximately $6.8 million, all
of which were recorded as other operating expenses.

 In
addition, in connection with the 2023 Transactions, the Common Shares and the NioCorp Assumed Warrants were listed for trading
on Nasdaq. The Common Shares and the NioCorp Assumed Warrants began trading on the Nasdaq Global Market and the Nasdaq Capital
Market, respectively, on March 21, 2023, under the symbols "NB" and "NIOBW," respectively. The Common
Shares continued to trade on the Toronto Stock Exchange (the "TSX") under the symbol "NB," and began trading
on the Nasdaq on a post-Reverse Stock Split basis on March 21, 2023. The Common Shares ceased being quoted on the U.S. over the
counter markets in connection with the commencement of trading on the Nasdaq Global Market, and the Company voluntarily delisted
from the TSX effective as of close of markets on May 3, 2024.

 Corporate
Structure

 The
Company's business operations are conducted primarily through ECRC (as defined below). The table below provides an overview
of the Company's current subsidiaries and their activities.

 Name

 State/Province
 of Formation

 Ownership

 Business

 0896800
 B.C. Ltd. ("0896800")

 British
 Columbia

 100%

 The
 only business of 0896800 is to hold the shares of Class A common stock of ECRC

 Elk
 Creek Resources Corp. ("ECRC")

 Delaware

 79.7% (1)

 The
 business of ECRC is the development of the Elk Creek Project

 Technologies Limited

 United
 Kingdom

 100%

 The
 business of NioCorp Technologies Limited is the research and development of aluminum-scandium alloys and other business opportunities

 (1)
 100% of Class A common stock owned by 0896800, and 4,282,116 Vested Shares and 3,391,596
 Earnout Shares (each as defined below) held by third parties, and outstanding
 as of June 30, 2024.

 Recent
Corporate Events

 In
May 2023, we announced an aluminum-scandium ("Al-Sc") master alloy initiative (the "Al-Sc master alloy initiative"),
in partnership with Boston-based Nanoscale Powders LLC ("Nanoscale"). Al-Sc master alloy, which generally
contains 2% by weight scandium, is used to introduce scandium into aluminum for the purpose of producing various Al-Sc alloys,
which generally contain a fraction of a percent scandium by weight. These alloys help to reduce weight, increase strength and
corrosion resistance, and make the material weldable in automotive and mass transit, aerospace, defense, space, and other systems.
Two of the three planned 1-kilogram ingots were manufactured at a

 contract metallurgical facility operated by Creative Engineers
in the quarter ended December 31, 2023. The third ingot was manufactured in the quarter ended March 31, 2024. These trials were
successful in producing an Al-Sc master alloy. The technology is sensitive to the purity of the starting materials and requires
isolation from oxygen and moisture while manufacturing is conducted. The Company is also evaluating other pathways for the manufacture
of Al-Sc master alloy.

 On
August 14, 2023, the Company announced the production of scandium metal at pilot-scale at a facility owned and operated by Creative
Engineers in New Freedom, Pennsylvania. The production of scandium metal represented the first phase in the Al-Sc master alloy
initiative. Subsequently, on October 18, 2023, the Company announced the successful pilot-scale production of a 1-kilogram ingot
of Al-Sc alloy at the Creative Engineers facility.

 On
January 30, 2024, we announced that the Company entered into an agreement with London-based Brunel University London, a leading
research university focused on the application of cast aluminum alloys globally, The Company is sponsoring a PhD student who is
evaluating the properties of a number of common aluminum alloys with Sc added and is participating in a consortium focused on
lightweighting vehicles using recycled aluminum by using scandium.

 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, with an initial indication of interest of up to $800
million, through EXIM's "Make More In America" initiative to fund a portion of the project costs of the
Elk Creek Project (the "EXIM Financing").

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.

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.

 Business
Operations

is a mineral exploration company engaged in the acquisition, exploration, and development of mineral properties. NioCorp, through
ECRC, is developing a superalloy materials 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.

 is used to produce various superalloys that are extensively used in high performance
 aircraft and jet turbines. It also is used in high-strength, low-alloy steel, a stronger
 steel used in automobiles, bridges, structural systems, buildings, pipelines, and other
 applications that generally enables those applications to be stronger and lighter in
 mass. This "lightweighting" benefit often results in environmental benefits,
 including reduced fuel consumption and material usage, which can result in fewer air
 emissions.

 Scandium
 can be combined with aluminum to make super-high-performance alloys with increased strength
 and improved corrosion resistance. Scandium also is a critical component of advanced
 solid oxide fuel cells, an environmentally preferred technology for high-reliability,
 distributed electricity generation.

 Titanium
 is a component of various superalloys and other applications that are used for aerospace
 applications, weapons systems, protective armor, medical implants and many others. It
 also is used in pigments for paper, paint, and plastics.

 Operations
were completed at the Demonstration Plant in February 2024. In addition to establishing, at demonstration-scale, metallurgical
recoveries for potential rare earth products from an improved flowsheet, the

 Demonstration Plant also established improved recoveries
and higher purities for the Company's planned niobium and titanium products. The results from the Demonstration Plant are
expected to be utilized in a future update to the Company's technical report for the Elk Creek Project, as well as to advance
offtake discussions with potential customers.

 The
Company retained a mine engineering consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying
the mine and accessing it via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move
ore and waste rock to surface. The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.
The findings of the evaluation indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full
production, and potential operating cost savings. These findings are preliminary but encouraging, and the Company plans a more
detailed evaluation of this option for the design of the underground mine as part of a future technical report for the Elk Creek
Project.

 Our
primary business strategy is to advance our Elk Creek Project to commercial production. We are focused on obtaining additional
funds to carry out our near-term planned work programs associated with securing the project financing necessary to complete detailed
design, development, and construction of the Elk Creek Project.

 Competitive
Business Conditions

 There
is significant competition within the minerals industry to discover and acquire mineral properties considered to have commercial
potential. We compete for the opportunity to participate in promising exploration projects with other entities. In addition, we
compete with others in efforts to obtain financing to acquire and explore mineral properties, acquire and utilize mineral exploration
equipment, and hire qualified mineral exploration personnel. We may compete with other mining companies for mining claims in regions
adjacent to our existing claims, or in other parts of the world should we dedicate resources to doing so in the future. These
companies may be better capitalized than us and we may have difficulty in expanding our holdings through the staking or acquisition
of additional mining claims or other mineral tenures.

 In
competing for qualified mineral exploration 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 mining periods, such as was
the case in past years when the price of gold and other metals was higher than it is now.

 Cycles

 The
mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by
worldwide economic cycles. At the present time, strong demand for some minerals in many countries is lifting commodity prices,
although it is difficult to assess how long such trends may continue. Fluctuations in supply and demand in various regions throughout
the world are common.

 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.

 Year

 Ferroniobium

 U.S. Price ($/kg-Nb) ( 1)

 U.S. Price ($/kg) ( 2)

 TiO 2

 U.S. Price ($/kg) ( 3)

 2023

 $51

 $- (4)

 $1.49

 2022

 2,100

 1.47

 2021

 2,200

 1.30

 2020

 3,800

 1.17

 2019

 3,900

 1.11

 (1)
 Source:
 Argus Metal Prices, average annual ending price, 2023. Ferroniobium 65% niobium content,
 FOB U.S. warehouse.

 (2)
 Source:
 United States Geological Service ("USGS") Mineral Commodity Summary, 214.
 Sc 2 O 3, 99.99% purity, 5-kilogram ("kg") lot size.

 (3)
 Source:
 USGS Mineral Commodity Summary, 2024. Rutile mineral concentrate, bulk, minimum 95% TiO 2,
 f.o.b. Australia.

 (4)
 Pricing
 information was not provided by the USGS for 2023.

 Based
on results of the Company's Demonstration Plant, a higher value titanium tetrachloride product can be produced with a substantially
higher metallurgical recovery than TiO 2. The Company is in the process of completing feasibility level cost estimates
to replace the previous TiO 2 production equipment with new equipment that would produce titanium tetrachloride.

 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 same impact the availability
of capital for mineral exploration and development projects. 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.

 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.

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.

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.

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.

 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.

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.

 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, 2024, 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 the anticipated benefits of the 2023 Transactions, including NioCorp's ability to access the full amount of the
expected net proceeds of the Yorkville Equity Facility Financing Agreement;

 NioCorp's ability to receive a final commitment
of financing from EXIM; anticipated benefits of the listing of the Common Shares on Nasdaq; 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 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; the outcome of current recovery process improvement
testing and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp's
expectation that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;
the Elk Creek Project's ability to produce multiple critical metals; the Elk Creek Project's projected ore production
and mining operations over its expected mine life; the completion of technical and economic analyses on the potential addition
of magnetic rare earth oxides to NioCorp's planned product suite; NioCorp's updating its technical report for the Elk Creek Project; statements with respect to the estimation of mineral resources and mineral reserves; the 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 and geopolitical unrest on the Elk Creek Project's economic model; and the creation
of full time and contract construction jobs over the construction period of the Elk Creek Project.

 Forward-looking
statements are frequently, but not always, identified by words such as "expects," "anticipates," "believes,"
"intends," "estimates," "potential," "possible," and similar expressions, or statements
that events, conditions, or results "will," "may," "could," or "should" (or the
negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance
(often, but not always, using words or phrases such as "expects" or "does not expect," "is expected,"
"anticipates" or "does not anticipate," "plans," "estimates," or "intends,"
or stating that certain actions, events, or results "may," "could," "would," "might,"
or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions
relating to: 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 service its existing debt and meet the payment obligations thereunder; the future price
of metals; the stability of the financial and capital markets; and current estimates and assumptions regarding the 2023 Transactions
and their 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 receive
a final commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all; NioCorp's ability
to recognize the anticipated benefits of the 2023 Transactions, including NioCorp's ability to access the full amount of
the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next 18 months; 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 or the Yorkville Equity Facility Financing
Agreement may impair NioCorp's ability to obtain additional financing; 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; 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; 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 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  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 United States
Securities and Exchange Commission (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 ( 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.

 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 occurs, 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, 2024, 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.

 We
currently have no historical recurring source of revenue and our ability to continue as a going concern is dependent on our ability
to raise capital to fund our future exploration and working capital requirements or our ability to profitably execute our business
plan. Our plans for the long-term return to 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.

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

 We
will be required to expend significant funds to develop our existing properties and to identify and acquire additional properties
to diversify our property portfolio. We anticipate that we will be required to make substantial capital expenditures for the development
of our Elk Creek Project.

 As
of June 30, 2024, the Company had cash of $2.0 million and working capital deficit of $9.0 million, compared to cash of $2.3 million
and working capital of $0.2 million on June 30, 2023.

 As
of June 30, 2024, the Company's current planned operational needs are approximately $26.0 million through the end of fiscal
2025. From the date of this Annual Report on Form 10-K, the Company anticipates that it does not have sufficient cash to continue
to fund basic operations for the next twelve months. This includes general overhead costs, satisfying outstanding accounts payable,
and repayment of our short-term debt obligations. This also includes anticipated financing costs associated with the Elk Creek
Project, including an updated mine plan in connection with the EXIM application process. The scope of these financing costs remains
under discussion with EXIM. Access to additional funds will be utilized to fund basic operations as well as to further advance
the Elk Creek Project through substantive near-term milestones.

 Except for funding
under a $2.0 million non-revolving credit facility pursuant to the Smith Loan Agreement (as defined herein), and the potential for additional funding
under the Yorkville Equity Facility Financing, each of which are discussed below under " Management's Discussion
and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Financing Activities,"
and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional
financing at this time, and there is no assurance that we will be able to obtain any such additional financing on acceptable terms,
if at all. In addition, 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. The April 2024 Purchase Agreement (as defined herein) also contains certain covenants that, among other
things, limit NioCorp's ability to use the proceeds from the sale of the April 2024 Notes and the exercise of April 2024
Warrants to repay related party debt or to enter into any variable rate transaction, including issuances of equity or debt securities
that are convertible into Common Shares at variable rates and any equity line of credit, ATM agreement, or other continuous offering
of Common Shares, other than with Yorkville, subject to certain exceptions. Notwithstanding the restrictions set forth in the Exchange
Agreement and the April 2024 Purchase Agreement, there is significant uncertainty that we would be able to secure any additional
financing in the current equity or debt markets.

 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 do so in the future.

 Our
ability to obtain necessary funding for these purposes, in turn, 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 may not be successful in obtaining the required
financing or, if we can obtain such financing, such financing may not be on terms that are favorable to us.

 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 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
 timing and cost, which can be considerable, of further exploration, preparing feasibility
 studies, permitting, engineering and construction of infrastructure, mining, and processing
 facilities;

 the
 availability and costs of drilling equipment, exploration personnel, skilled labor, and
 mining and processing equipment, if required;

 the
 availability and cost of appropriate smelting and/or refining arrangements, if required;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance exploration, development, permitting, and construction
 activities, as warranted;

 opposition from non-governmental organizations, local groups, or local residents that
 may delay or prevent development activities;

 increases in exploration, construction, and operating costs due to changes in the cost
 of fuel, power, materials, and supplies; and

 shortages of mining, mineral processing, hydrometallurgical, pyrometallurgical, construction,
 and other facilities-related supplies.

 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 the following net losses attributable to the Company during each of the following periods:

 $11.4
 million for the year ended June 30, 2024; and

 $40.1
 million for the year ended June 30, 2023.

 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 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, 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. 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, their systems could be breached or damaged by computer viruses, natural or man-made incidents
or disasters, or unauthorized physical or electronic access. Though our third-party service providers have controls in place,
we cannot provide assurance that a cyber-attack will not occur. 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.
Failures of our third-party service providers' IT systems, whether caused maliciously or inadvertently, may result in the
disruption of our business processes, or in the unauthorized release of sensitive, confidential, or otherwise protected information
or result in the corruption of data, which could adversely affect our business operations and financial performance. In addition,
we may be required to incur significant costs to protect against and, if required, remediate the damage caused by such 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, 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 three offtake agreements and one letter of intent 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 to us or to third
parties, or any disputes with respect to the parties' respective rights and obligations, or price fluctuations and termination
provisions related to such agreements, 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, 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, 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, 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:

 enforce
 in courts outside the U.S. judgments obtained in U.S. courts based upon the civil liability
 provisions of U.S. federal securities laws against these persons and the Company; or

 bring
 in courts outside the U.S. an original action to enforce liabilities based upon U.S.
 federal securities laws against these persons and the Company.

 The
Company may not realize all or any of the anticipated benefits expected as a result of the 2023 Transactions.

 The
listing of the Common Shares on Nasdaq may not provide the anticipated benefits of broader access to capital and financing alternatives
or otherwise enhance NioCorp's public profile. If the Company is not successful in realizing these anticipated benefits,
including the anticipated benefits of listing the Common Shares on the Nasdaq and the anticipated acceleration of financing efforts
to advance, complete construction, and commence operation of the Elk Creek Project, such consequences may adversely affect the
Company's results of operations, cash flows, financial position, and the price of our Common Shares.

 We
may not recognize the full value of the Yorkville Equity Facility Financing Agreement and may not receive any proceeds from the
exercise of the NioCorp Assumed Warrants, the April 2024 Warrants and our other 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 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 the NioCorp Assumed Warrants, the April 2024 Warrants and
our other outstanding Warrants (assuming, with respect to the NioCorp Assumed Warrants and the April 2024 Warrants that they are
not exercised on a cashless basis). We believe the likelihood that holders of the NioCorp Assumed Warrants, April 2024 Warrants
or other outstanding Warrants will exercise their NioCorp Assumed Warrants, April 2024 Warrants or other outstanding 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 NioCorp
Assumed Warrants, April 2024 Warrants, or other outstanding Warrants, we believe such holders will be unlikely to exercise their
Financing Warrants, NioCorp Assumed Warrants, April 2024 Warrants or other outstanding 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 NioCorp Assumed Warrants, April 2024 Warrants or other outstanding Warrants. Accordingly, the holders of the NioCorp Assumed
Warrants, April 2024 Warrants or other outstanding Warrants may not exercise their NioCorp Assumed Warrants, April 2024 Warrants
or other outstanding Warrants before they expire, and we may not receive any proceeds from the exercise of the NioCorp Assumed
Warrants, April 2024 Warrants or other outstanding Warrants.

 We
incurred significant debt in connection with the April 2024 Purchase Agreement and we require significant additional capital to
operate our business. We are obligated to repay or issue Common Shares upon settlement of the full aggregate principal amount
of the April 2024 Notes, plus premium, if any, and accrued interest, if any. Such significant additional debt could adversely
affect our business, which may prevent us from fulfilling our obligations with respect to our existing debt or obtaining future
financing. Further, the April 2024 Purchase Agreement restricts us from pursuing certain variable rate financing transactions,
which could impair our ability to obtain additional financing on terms that are favorable, or at all. In addition, if the market
price of the Common Shares were to drop as a result of sales, or the perception of future sales, of Common Shares by us or by
other security holders, this might impede our ability to raise additional capital. Our inability to obtain additional financing
on terms that are favorable, or at all, could have a material adverse effect on our financial condition, results of operations
and prospects.

 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 deficiencies in the principles associated with the control environment,
risk assessment, control activities, and monitoring components of internal control 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, 2024.

 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, 2024. As a result of
such material weaknesses and other matters raised or that may in the future be raised by the SEC or the 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 of 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:

 geologic
 and mining conditions, which may not be fully identified by available exploration data
 and may differ from our experience;

 demand
 for the minerals that we plan to produce;

 current
 and future market prices for minerals and contractual arrangements;

 current
 and future operating costs and capital expenditures may exceed estimates, notwithstanding
 that, under S-K 1300, operating cost and capital expenditure estimates in feasibility
 studies must have an accuracy level of at least 15% and a contingency range not
 exceeding 10%;

 additional
 capital expenditure related to the modification of the proposed surface plant related
 to the potential addition of rare earth elements;

 severance
 and excise taxes, royalties and development and reclamation costs;

 future
 mining technology improvements;

 the
 effects of regulation by governmental agencies;

 the
 ability to obtain, maintain and renew all required permits;

 employee
 health and safety; and

 historical
 production from the area compared with production from other producing areas.

 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 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:

 economically
 insufficient mineralized material;

 fluctuation
 in production costs that make production uneconomical;

 labor
 disputes;

 unanticipated
 variations in grade and other geologic problems;

 environmental
 hazards;

 water
 conditions;

 difficult
 surface or underground conditions;

 industrial
 accidents;

 metallurgical,
 pyrometallurgical, and other processing problems;

 mechanical
 and equipment performance problems;

 failure
 of dams, stockpiles, wastewater transportation systems, or impoundments;

 unusual
 or unexpected rock formations; and

 personal
 injury, fire, flooding, cave-ins, and landslides.

 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:

 the
 timing and cost, which are considerable, of the construction of mining and processing
 facilities;

 the
 availability and costs of skilled labor and equipment;

 compliance
 with environmental and other governmental approval and permit requirements;

 the
 availability of funds to finance construction and development activities;

 opposition from non-governmental organizations, local groups, or local residents that
 may delay or prevent development activities; and

 increases in construction and operating costs due to changes in the cost and availability
 of labor, fuel, power, materials, and equipment and supplies, and the time elapsed since
 the most recent estimates of cost and availability were made.

 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 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 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 Minera o,
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.

 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 TiO 2
 that would result from normal variations in supply and demand for this commodity.

 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 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.

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. 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 acquire additional properties, if any, or financing on terms we consider acceptable. We also compete with other mining companies
in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for
qualified employees, our exploration and development
programs may be slowed down or suspended. We compete with other companies that produce our planned commercial products for capital.
If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able
to acquire, develop, or operate additional mining projects.

 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 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 2024 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.

 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:

 laws
 and regulations governing mineral concession acquisition, prospecting, development, mining,
 and production;

 laws
 and regulations related to exports, taxes, and fees;

 labor
 standards and regulations related to occupational health and mine safety; and

 environmental
 standards and regulations related to waste disposal, toxic substances, land use reclamation,
 and environmental protection.

 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.

 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:

 control
 dispersion of potentially deleterious effluents;

 treat
 ground and surface water to achieve water quality standards; and

 reasonably
 re-establish pre-disturbance landforms and vegetation.

 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.

 We
may not have the ability to service our debt, including, without limitation, to pay the installments on the April 2024 Notes.

2024, we had $7.1 million outstanding under the April 2024 Notes. The payments with respect to the April 2024 Notes are due on
the monthly Payment Dates (as defined herein), if the Equity Conditions (as defined herein) are not satisfied, and at maturity.
If we are unable to satisfy the Equity Conditions, we will be required to pay all amounts due on any Payment Date in cash. Our
ability to pay the principal and interest on the April 2024 Notes, to fund working capital needs, and fund planned capital expenditures
depends on our ability to obtain additional financing and to generate cash flow in the future. To some extent, this is subject
to general economic, financial, competitive, legislative and regulatory factors, and other factors that are beyond our control.
We presently intend to use cash generated by advances under the Yorkville Equity Facility Financing Agreement and the net proceeds
from borrowings under the Smith Loan Agreement to meet our payment obligations under the April 2024 Notes, and we may not be able
to make advances under the Yorkville Equity Facility Financing Agreement or borrowings under the Smith Loan Agreement in the necessary
amounts or at the necessary times. If we are unable to generate sufficient cash through advances under the Yorkville Equity Facility
Financing Agreement or borrowings under the Smith Loan Agreement, we cannot assure you that we will maintain sufficient cash reserves,
that our business will generate cash flow from operations or that we will have access to additional funds at a level sufficient
to permit us to make payments on the April 2024 Notes. Absent a consent, forbearance or a waiver from the holders of the April
2024 Notes, our failure to make the required payments on the April 2024 Notes would trigger an 18% per annum interest rate under
the April 2024 Notes on the remaining principal amount outstanding and would permit the holders of the April 2024 Notes to accelerate
our obligations under the April 2024 Notes. Such default may also lead to a default under our agreements governing any of our current
and future indebtedness.

 On
September 4, 2024, we entered into the Consents (as defined herein), which, among other things, reduced the amounts due to the
April 2024 Purchasers (as defined herein) on September 1, 2024 by an aggregate of $1,176,476 to an aggregate of $335,524, increased
the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $1,176,476, and prospectively waived any term
of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to the April 2024 Purchasers the
remainder of the amount due on September 1, 2024. Except as modified by the Consents, the terms of the April 2024 Notes as previously
disclosed are unchanged.

 If
we are unable to obtain additional financing and to generate sufficient cash flow from our operations in the future to service
our indebtedness and meet our other needs, we may have to refinance all or a portion of the indebtedness, seek forbearance or
a waiver, obtain additional financing, reduce expenditures, or sell assets that we deem necessary to our business. We cannot assure
you that any of these measures would be possible or that additional financing could be obtained on favorable terms, if at all.
The inability to service our indebtedness, or to refinance, obtain a forbearance or waiver, obtain additional financing, reduce
expenditures, sell assets or obtain additional financing on commercially reasonable terms would have a material adverse effect
on our financial condition and our ability to continue as a going concern.

 In
the event of certain breaches under our agreements with our secured creditors, our assets may be affected.

 We
have, in connection with the Smith Loan Agreement, granted security interests to Mark Smith (the "Secured Creditor")
over all of the assets of the Company in consideration of the debt facilities provided by the Secured
Creditor. In the event of certain breaches of the terms of the Smith Loan Agreement, the Secured Creditor may be entitled to execute
on its security interest and seize or retain our assets, including the shares of 0896800. Certain rights of the Secured Creditor
to execute on its security interests are subject to notice and cure provisions in respect of default by us; however, any such
exercise could materially damage our value and our ability to retain or progress development of the Elk Creek Project.

 Risks
Related to the Common Shares

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 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.

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, 2024 and 2023 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 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:

 disappointing
 results from our exploration and/or, if warranted, project development efforts;

 decline
 in demand for Common Shares;

 downward
 revisions in securities analysts' estimates or changes in general market conditions;

 technological
 innovations by competitors or in competing technologies;

 investor
 perception of our industry or our prospects; and

 general
 economic trends.

 In
the past fiscal year, the trading price of our stock on the Nasdaq has ranged from a low of $1.65 to a high of $5.36.

 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 in connection with the 2023 Transactions, 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 to purchase Common Shares 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 $58.7 million
of our Common Shares, at our direction from time to time during the remaining 18 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

 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.

 ITEM
 1B.
 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.
 CYBERSECURITY

 Cybersecurity risk
management is integrated into the Company's enterprise-wide risk management. Our Board has overall oversight responsibility
for our risk management and management is responsible for identifying, considering, and assessing material risks to the Company.
Our Chief Financial Officer is responsible for assessing and managing cybersecurity risks; however, as a smaller reporting company,
we currently do not have a dedicated cybersecurity team. Our Chief Financial Officer reports to the Board regarding financial and operating risks, including
cybersecurity risks. Our Chief Financial Officer has experience in managing public companies and assessing financial and operating
risks.

 Our
cybersecurity risk management is designed to provide a framework for assessing, identifying, and managing material risks from
cybersecurity threats and to respond to cybersecurity incidents, including material risks associated with the use of services
provided by third-party service providers. We rely on the cybersecurity protections of many of our third-party service providers.
Our primary third-party service providers utilize two-factor authentication as well as login and password protections with email
verifications.

 For the year ended June 30, 2024, the Company had no material cybersecurity incidents or cybersecurity
threats that have materially affected or were reasonably likely to materially affect our business strategy, results of operations
or financial condition. Despite our efforts, we cannot eliminate all risks from cybersecurity threats or provide assurances
that we have not experienced an undetected cybersecurity incident.

 ITEM 2.
 PROPERTIES

 Elk
Creek Project, Nebraska

 Our
principal mineral property is the Elk Creek Property, a niobium, scandium and titanium development stage property. The Elk Creek
Project has established indicated and inferred resources along with probable reserves and the Company has completed a feasibility
study for the project. The below information is in part summarized or extracted from our S-K 1300 Elk Creek Technical Report Summary,
which was filed as Exhibit 96.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and
is incorporated by reference into this Annual Report on Form 10-K. The Company does not have any other material properties.

 The
qualified persons responsible for preparing the S-K 1300 Elk Creek Technical Report Summary are Dahrouge Geological Consulting
USA Ltd.; Understood Mineral Resources Ltd.; Optimize Group; Tetra Tech; Adrian Brown Consultants Inc.; Metallurgy Concept Solutions;
Magemi Mining Inc.; L3 Process Development; A2GC; Scott Honan, M.Sc, SME-RM, NioCorp; Everett Bird, P.E., Cementation; Matt Hales,
P.E., Cementation; Mahmood Khwaja, P.E., CDM Smith; Martin Lepage, P.Eng, Ing., Cementation; and Wynand Marx, M.Eng, BBE Consulting.
A matrix of the sections for which each qualified person is responsible is included in the S-K 1300 Elk Creek Technical Report
Summary. Except for Scott Honan, none of the qualified persons is affiliated with the Company. Mr. Honan is the Chief Operating
Officer of the Company. The disclosure of scientific or technical information in this Annual Report on Form 10-K was reviewed
and approved by Mr. Honan who is a qualified person as defined in NI 43-101, and Mr. Honan has verified the data disclosed herein.

 Property
Description and Location

 The
Elk Creek Property is a carbonatite deposit located in Johnson County, southeast Nebraska, USA. The carbonatite contains elements
of economic significance, including niobium, titanium, and scandium, as well as potential economic significance for rare earth
products. The Elk Creek Property is situated as shown below and is located within the USGS Tecumseh Quadrangle Nebraska SE (7.5
minute series) mapsheet in Sections 1-6, 9-11; Township 3N; Range 11E and Sections 19-23, 25-36; Township 4N, Range 11E, at approximately
40 16' north and 96 11' west in the State of Nebraska, in central USA. The Elk Creek Property is approximately
45 miles southeast of Lincoln, Nebraska, the state capital of Nebraska.

 Title
and Ownership

 Land
in the project area is exclusively owned by private entities, and there is no federal or state land in the project area. The Company
has secured its rights to the project area by purchasing land from private landowners or by entering into agreements with the
landowners as described below.

 The
Company currently owns one approximately 225-acre parcel of land and associated mineral rights, and an additional 40 acres of
mineral rights, within the carbonatite footprint. The Elk Creek Project's mine infrastructure and a portion of the supporting
operations is planned to be located on this land parcel. Ownership of the mineral rights discussed above includes a 2% NSR royalty
and grants us access to more than 90% of the Elk Creek Project's mineral resources and mineral reserves.

 As
of June 30, 2024, the total book value of the Elk Creek Property and associated buildings and equipment was $16.9 million.

 The
Company also holds eight OTPs that are associated with the Elk Creek Project and one perpetual easement on a land parcel adjacent
to the Missouri River. The current optioned land package covers an area of 1,396 acres and is reflective of the land needed to
secure the remaining mineral resources and mineral reserves held under the OTPs along with the land needed for the development
and operations of the Elk Creek Project for its proposed 38-year operating life.

 In
general, exercise of an OTP is accomplished by paying the greater of a fixed amount per acre or a multiple of the appraised value
at the time of purchase. If the land is not purchased by the Company during the term of the OTP and the land in question is needed
for the project, the Company intends to negotiate a new OTP with the landowner. The OTP is accompanied by a negotiated payment
to the landowner that is paid upon execution of the OTP by the Company and the landowner. As of June 30, 2024, the Company is
obligated to make payments totalling approximately $45,000 over the next 11 years to maintain our rights under these OTPs. Details
on the current OTPs held by the Company are shown in the table below.

 Active
Lease Agreements (OTPs) Covering the Elk Creek Project as of September 2024

 Agreement
 Identifier

 Hectares

 Acres

 Agreement
 Expiry

 Beethe007

 66.27

 163.75

 20-Jan-26

 Heidemann005

 79.55

 196.57

 16-Mar-25

 Nielsen001

 100.90

 249.32

 25-Jun-25

 Nielsen002

 11.91

 29.43

 25-Jun-25

 Woltemath80S

 32.37

 80.00

 4-Dec-24

 Woltemath002

 152.49

 376.81

 4-Dec-24

 Woltemath003J

 89.03

 220.00

 25-Mar-25

 Shuey001

 32.37

 80.00

 27-May-40

 The
OTPs are between NioCorp's subsidiary ECRC and the individual landowners. Land subject to the OTP agreements is currently
used for agricultural purposes, including growing row crops (corn and soybeans) and pasturing livestock. The land owned by ECRC
houses the Company's drill core inventory and geological sample repository in two steel core shed buildings and the Company
maintains a cover crop (sorghum and rye) on portions of the property that were formerly used for growing row crops. The former
landowner maintains a residence and several outbuildings on the property subject to a life estate that accompanied the purchase
of the property by the Company in fiscal year 2021.

 The
agreements that involve mineral rights include a 2% NSR royalty attached with the OTP. The OTPs grant the Company an exclusive
right to explore and evaluate the property for the term thereof, with an option to purchase the surface rights or a combination
of the mineral and surface rights at any time during the term. As the Woltemath80S agreement is limited to an option to purchase
the surface rights only, it does not contain an NSR provision.

 Land
Tenure Map as of September 2024

 The
current estimated mineral resource and reserve is wholly contained within land owned by the Company and parcel Woltemath003J.
The Company considers these two properties to be the only properties on which the Company's development of the Elk Creek
Project is substantially dependent.

 As
part of the OTPs, where required, the Company has also secured surface rights, which allow for access to the land for drilling
activities and associated mineral exploration and project development work.

 Accessibility,
Physiography, Climate and Infrastructure

 The
Elk Creek Property is easily accessible year-round as it is situated approximately 45 miles southeast of Lincoln, Nebraska, the
state capital, and approximately 68 miles south of Omaha, Nebraska. Access to the site can be completed via road or from one of
the regional airports. There are several regular flights to both Lincoln and Omaha; however, the Elk Creek Property is most easily
accessible from Lincoln. From Lincoln Municipal Airport, the Elk Creek Property is accessed via paved roads on the main network
and a secondary network of gravel roads. The drive from the Lincoln Municipal Airport to the property is typically 1 hour and
15 minutes, and from Omaha's Eppley Airport, the drive is approximately 1 hour and 45 minutes.

 The
Elk Creek Property is immediately adjacent to paved Nebraska state highway 50, and the mineral resource and mineral reserve are
centered in Township 4N, Range 11E, Section 33. This section is immediately southwest of the junction of Nebraska state highways
50 and 62. Rail access is available in the town of Elk Creek, which is located 3 miles east of the project area. Water is available
at the project site from a well, as well as from Elk Creek, which crosses Section 33. Water is also available from the Johnson
County Rural Water system, which has distribution infrastructure on the north side of the Section 33 and from the Pawnee County
Rural Water system, which has distribution infrastructure on the south side of Section 33. Electricity is provided at the Company's
Core Storage sheds located on the west side of Section 33 on land owned by the Company from the Omaha Public Power District ("OPPD").
Personnel are available from the local surrounding towns, including Elk Creek (3 miles east), Tecumseh (6 miles north), Steinauer
(5 miles south), Pawnee City (10 miles south) and Syracuse (27 miles north). Due to the project's location in Nebraska,
there are no ports nearby.

 Southeast
Nebraska is situated in a humid continental climate (Dfa) on the K ppen climate classification system. In eastern Nebraska,
this climate is generally characterized by hot humid summers and cold winters. Average winter temperatures vary between 13 F
to 35 F. Average summer temperatures vary between 64 F to 90 F. Exploration, construction and operational activities
may be conducted all year round.

monthly precipitation (rain and snowfall) varies between 0.9 and 5.0 inches. Average yearly precipitation is between 31 and 33
inches with an average yearly snowfall of approximately 28 inches. Nebraska is located within an area known for tornadoes which
runs through the central U.S. where thunderstorms are common in the spring and summer months. Tornadoes primarily occur during
the spring and summer and may occur into the autumn months.

 There
are several local communities near the Elk Creek Property, including Elk Creek and Tecumseh, that will provide local housing for
the Elk Creek Project. There are a number of other communities within driving distance and the large cities of Lincoln and Omaha
are within reasonable driving distance. Mining activities currently taking place in the area are limited to limestone and aggregate
operations to support the local cement manufacturing and construction industries.

 The
Elk Creek Project is expected to incorporate surface and underground infrastructure, as well as tailings storage facilities. The
offsite infrastructure is expected to include a new high voltage transmission line constructed by the local utility company and
providing power to an on-site primary sub-station and a natural gas pipeline built by the owner of the interstate pipeline. Water
used for all on-site process needs and activities will be supplied from mine dewatering activities, local groundwater wells and
from a local water utility. See " 2022 Elk Creek Feasibility Study " below for additional information regarding
proposed infrastructure related to the Elk Creek Project.

 The
local topography of eastern Nebraska is relatively low-relief with shallow rolling hills intersected by shallow river valleys.
Elevation varies from about 1,066 to 1,280 ft above sea level. Bedrock outcrop exposure is nonexistent in the Elk Creek Project
area.

 The
majority of the area around the Elk Creek Project is used for cultivation of corn and soybeans, along with uses as grazing land.
Native vegetation typical of eastern Nebraska is upland tall-grass, prairie and upland deciduous forests.

 Geology
and Mineralization

 Geology

 The
Elk Creek Property includes a carbonatite that has intruded older Precambrian granitic and low- to medium-grade metamorphic basement
rocks. The carbonatite is an elliptical magmatic body with a northwest-trending long axis perpendicular to the strike of the Midcontinent
Rift System, near the northern part of the Nemaha uplift. The carbonatite consists predominantly of dolomite, calcite and ankerite,
with lesser chlorite, barite, phlogopite, pyrochlore, serpentine, fluorite, sulfides, bastnasite, monazite, and quartz. It is,
however, believed from stratigraphic reconstruction based on drill core observation in the area that the carbonatite is unconformably
overlain by approximately 200 m of essentially flat-lying Palaeozoic marine sedimentary rocks, including carbonates, sandstones
and shales of Pennsylvanian age.

 Mineralization

 The
property hosts niobium, titanium, and scandium mineralization as well as REE mineralization that occurs within the Elk Creek carbonatite.
The current known extents of the carbonatite unit are approximately 950 m along strike, 300 m wide, and 750 m in dip extent, below
the unconformity. Niobium, titanium, scandium, and rare earths are considered the main elements of interest.

 The
deposit contains significant concentrations of niobium. Based on the metallurgical testwork completed to date at a number of laboratories
using QEMSCAN analysis, the niobium mineralization is known to be fine grained, and that 77% of the niobium occurs in the
mineral pyrochlore, while the balance occurs in an iron-titanium-niobium oxide mineral of varying composition.

 Within
the Elk Creek carbonatite, a host of other elements exist with varying degrees of concentration. The Company has completed both
whole rock analysis and multi-element analysis on all samples for the 2014 drilling program, described below, plus resampling
of selected historical core/pulps between 2011 and 2014.

 Historical
Exploration

 Drilling
at the Elk Creek Property was conducted in three phases. The first was during the 1970's and 1980's by the Molybdenum
Company of America ("Molycorp"), the second in 2011 by Quantum Rare Earth Developments Corp ("Quantum"
- NioCorp under its former name), and the third and latest program from 2014 to 2016 by NioCorp. To date, 129 diamond core holes
have been completed for a total of 64,981 m over the entire geological complex. Of these, a total of 48 holes (33,909 m) have
been completed to date in the mineralized area and are used in the current mineral resource and reserve estimates. Five additional
holes, with a total length of 3,353.1 m, were drilled for hydrogeologic and geotechnical purposes in 2015. No sampling has been
completed of these five holes to date and therefore they have not been considered for the mineral resource or reserve estimates.

 All
drilling has been completed using a combination of Tricone, Reverse Circulation ("RC") or Diamond Drilling ("DDH")
in the upper portion of the hole within the Pennsylvanian sediments. All drilling within the underlying carbonatite has been completed
using DDH methods.

 Summary
of Drilling Database within Elk Creek Deposit Area

 Year

 Company

 Number
 of Holes

 Depth (m)

 Sum
 Length (m)

 1970-1980

 596.6

 16,108.2

 2011

 Quantum

 772.6

 2,317.7

 2014-2015

 845.4

 15,482.8

 Total

 700.9

 33,908.7

 Molycorp,
1973-1986

 Between
1973 and 1974, Molycorp completed six drillholes: EC-1 to EC-4, targeting the Elk Creek anomaly, and two other holes outside the
Elk Creek anomaly area. Drillholes were typically carried out by RC drilling through the overlying sedimentary rocks and diamond
drilling through the Ordovician-Cambrian basement rocks.

continued their drill program from 1977 and, in May 1978, Molycorp made its discovery of the current mineral resource with drillhole
EC-11. EC-11 is located on Section 33, Township 4N, and Range 11. The carbonatite hosting the Elk Creek Project was intersected
at a vertical depth of 203.61 m (668 ft).

continued its drilling program through to 1984, which mainly centered on the Elk Creek Project within a radius of roughly 2 km.
By 1984, Molycorp had completed 57 drillholes within the Elk Creek gravity anomaly area, which included 25 drillholes over the
Elk Creek Project area.

 From
1984 to 1986, drilling was focused on the Elk Creek gravity anomaly area. The anomaly area is roughly 7 km in diameter and drilling
was conducted on a grid pattern of approximately 610 m by 610 m (roughly 2,000 ft by 2,000 ft) with some closer spaced drillholes
in selected areas.

 By
1986, a total of 106 regional drillholes were completed for a total of approximately 46,797 m (153,532 ft). The deepest hole reached
a depth of 1,038 m (3,406 ft) and bottomed in carbonatite.

 Quantum,
2010-2011

 In
April 2011, Quantum conducted a preliminary drill program (three holes) on the Elk Creek deposit and two REE exploration targets
(two holes), which have been excluded from the current mineral resource and reserve estimation, as they do not intersect the Nb 2 O 5 anomaly
and are located to the east. The objectives of the drill program over the Elk Creek Property were to verify the presence of higher-grade
niobium mineralization at depth, and to infill drill the known niobium deposit in order to upgrade the resource category of the
previous resource estimate and expand the known resource. The drill program was also established to collect sufficient sample
material for metallurgical characterization and process development studies of the niobium mineralization.

 The
2011 program consisted of five inclined drillholes, totaling 3,420 m of NQ size diameter core. Inclusive of this total, three
drillholes, totaling 2,318 m, were drilled into the known Elk Creek deposit.

 NioCorp,
2014 to Present

commenced drilling on the Elk Creek Property using a three-phased program. The three-phased program was originally based on 14
drillholes for approximately 12,150 m (announced in a press release on April 29, 2014), but was subsequently expanded during the
program to 18 drillholes for approximately 15,482 m. Three of the 18 drillholes were drilled for the purpose of metallurgical
characterization and process development studies. Two of these drillholes, NEC14-MET-01 and NEC14-MET-02, were not assayed, while
NEC14-MET-03 was quarter cored with one quarter being assayed and the remainder used for metallurgical testwork. The drilling
has been orientated to intersect the geological model from the southwest and northeast (perpendicular to the strike), with the
exception of NEC14-011 and NEC14-012, which were oriented southeast and northwest, respectively.

fiscal year 2022, NioCorp collected a total of 1,095 samples originating from 18 diamond drill holes completed by MolyCorp, as
discussed above. These samples were collected, and subsequently assayed, in order to fill in gaps in our records regarding REE
grades and tonnage that may exist in the deposit. Assaying was conducted at Actlabs in Ancaster, Ontario. The assay results were
subjected to a Quality Assurance and Quality Control ("QA/QC") program consistent with industry best practices.

 A
list of the drillholes, sample storage location, and number of assay results, related to the records gaps noted above, are presented
below and are represented as blue segments on the drillhole figure below. Each sample represented a 5-foot section of drill core.
All of the holes noted below were drilled into the Elk Creek carbonatite in the vicinity of the mineral resource for the Elk Creek
Project.

 Pre-2021
Hole Sampling Summary

 Resource
 Area

Drillholes

 Source
 / Storage Facility

 Samples
 selected for

REE and Sc Assays

 EC-011

 EC-014

 EC-015

 EC-016

 EC-018

 EC-019

 EC-020

 EC-021

 EC-022

 EC-024

 EC-026

 EC-027

 EC-029

 EC-030

 EC-031

 EC-032

 EC-034

 EC-037

 EC-054

 Total

 1,095

 Resource
Area Assay Distribution Showing REE Assays (Red) and REE Assay Gaps (Blue).

 Internal
Controls

integrated a series of routine QA/QC procedures throughout the sampling and analysis portion of the drilling programs to ensure
the highest level of quality was maintained throughout the process leading to the estimate of mineral reserves and mineral resources
for the Elk Creek Project. This included the insertion of duplicate
samples taken from various stages of the process, insertion of known control samples (standard reference materials, certified
reference materials ("CRM"), and blanks) and sending third-party pulps to a secondary lab (SGS Canada Inc.).

 Sample
tickets were assigned initially at the core shed using barcodes with duplicate tickets placed inside and on the outside of the
bag. Sample identification was confirmed using barcode labelling and visual sample type comparisons before sample shipment. The
use of barcoded samples ensured both shipment forms and analytical labs used accurate information. Multiple types of QC samples
were inserted at this stage of the process, which includes the following:

 Field
 quartz blanks (1 in 20, or 5%) were inserted within or immediately after samples collected
 from mineralized intervals, targeting zones of elevated visual mineralization, where
 possible.

 CRMs
 (1 in 20, or 5%) were inserted in the field with the sample sequence.

 Field
 quarter-core duplicates (1 in 20, or 5%) were inserted to test mineralization and sampling
 variability.

 Additional
details on the QA/QC program can be found in Section 8 of the S-K 1300 Elk Creek Technical Report Summary.

deposits, including the Elk Creek deposit, are inherently uncertain because of variability at all scales and sparse sampling.
In addition to uncertainty associated with estimation, there are specific risks and sources of uncertainty associated with the
Elk Creek deposit. See Item 1A., Risk Factors.

 S-K
1300 and other similarly purposed International Codes (JORC, 2012; NI 43-101, 2014) are designed to require disclosure to the
public of risks relating to mineral resource and reserve estimation as identified and evaluated by a qualified person. The qualified
persons responsible for the S-K 1300 Elk Creek Technical Report Summary address the technical risks in various sections and consider
that no material technical risks are identified. Additional

 descriptions of the risks and uncertainty associated with reported
mineral reserves and resources can be found in Section 11 of the S-K 1300 Elk Creek Technical Report Summary.

 2022
Elk Creek Feasibility Study

fiscal year 2022, the Company launched geological, metallurgical, engineering, and other analyses to assess the feasibility of
adding REE production to its plans once sufficient work has been completed. The Company and its consultants were required to complete
additional assays of historical drill core to fill data gaps in the existing resource database to establish an REE mineral resource.
The mine plan was also updated and the S-K 1300 Elk Creek Technical Report Summary was filed with the SEC as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022. The S-K 1300 Elk Creek Technical Report Summary
was based on the economic and process results of the feasibility study conducted by the qualified persons, which were also presented
in the 2022 NI 43-101 Elk Creek Technical Report.

 The
Elk Creek Project is planned as an underground mining operation using a long-hole stoping mining method and paste backfill, operating
with a processing rate of 2,764 tonnes per day. Expected total production over the 38-year mine life includes 171,140 tonnes of
payable niobium, 3,676 tonnes of Sc 2 O 3, and 431,793 tonnes of TiO 2. Estimated up-front direct
capital costs are $760 million, in addition to indirect costs of $187 million, pre-production capital costs of $92 million, an
overall contingency of $102 million, and pre-production net revenue credit of $257 million.

Analysis Included in the 2022 Elk Creek Feasibility Study

 The
metrics reported in the S-K 1300 Elk Creek Technical Report Summary are based on the cash flow model results. The metrics are
on both a pre-tax and after-tax basis, on a 100% equity basis with no Elk Creek Project financing inputs and are in first quarter
2019 U.S. constant dollars. Foreign exchange impacts were deemed negligible as most, if not all, costs and revenues are denominated
in U.S. dollars. Key criteria used in the analysis are discussed in detail throughout this section.

 Principal
Project Assumptions Included in the 2022 Elk Creek Feasibility Study

 Value

 Pre-Production
 Period

 years

 Process
 Plant Life

 years

 Mine
 Operating Days per Year

 Mill
 Operating Days per Year

 Discount
 Rate, End of Period

 @
 8%

 Commercial
 Production Year

 2025

 Summary
of Key Evaluation Metrics Included in the 2022 Elk Creek Feasibility Study

 Value

 Ore
 Mined (kt)

 36,655

 Ore
 Mining Rate (t/d)

 2,764

 Grade

 0.81%

 Scandium
 Grade (parts per million, "ppm")

 70.2

 TiO 2
 Grade

 2.92%

 Nb 2 O 5 (kt)

 Sc (t)

 2,573

 TiO 2 (kt)

 1,071

 Total
 Ore Processed (kt)

 36,655

 Processing
 Rate (kt/y)

 1,009

 Recovery, Nb 2 O 5

 82.4%

 Recovery Sc

 93.1%

 Recovery TiO 2

 40.3%

 Recovered
 Nb 2 O 5 (kt)

 Recovered
 Sc (t)

 2,395

 Recovered
 TiO 2 (kt)

 Realized
 Market Prices

 Nb
 ($/kg)

 $46.55

 TiO 2
 ($/kg)

 $0.99

 ($/kg)

 $3,674

 Payable
 Metal

 Nb
 (t)

 171,140

 (t)

 3,676

 TiO 2
 (t)

 431,793

 Summary
Projected Economic Results Included in the 2022 Elk Creek Feasibility Study

 Value
 ($000)

 Total
 Gross Revenue

 $21,899,726

 Costs:

 Cost

 (1,553,325)

 Process
 Cost

 (3,911,116)

 Site
 G&A Cost

 (300,400)

 Concentrate
 Freight Cost

 (10,472)

 Other
 Infrastructure Costs

 (200,407)

 Water
 Management Cost

 (609,195)

 Tailings
 Management Cost

 (73,822)

 Property
 Tax

 (217,540)

 Royalties

 (300,503)

 Annual
 Bond Premium

 (5,500)

 Total
 Operating Costs

 (7,182,280)

 Margin (EBITDA (1))

 14,717,445

 Effective
 Tax Rate

 16.42%

 Total
 Taxes

 (2,246,186)

 Working
 Capital

 -

 Cash Flow

 $12,471,258

 Totals
may not sum due to rounding.

 (1)
 The
 term "EBITDA" refers to earnings before interest, taxes depreciation and
 amortization. See "Non-GAAP Financial Performance Measures" below for a discussion
 of the use of non-GAAP financial measures.

 Capital
Cost Estimates Included in the 2022 Elk Creek Feasibility Study

 The
following table shows the breakout in LoM initial capital and sustaining capital cost estimates (excluding closure and reclamation
of $44 million), which total $1,562 million. This includes a total initial capital cost of $1,141 million, including a 10% contingency.

 ($000,000)

 Sustaining

 Total

 Capitalized
 Preproduction Expenses

 $ 77

 $ -

 $ 77

 Site
 Preparation and Infrastructure

 Processing
 Plant

 Water
 Management and Treatment

 Infrastructure

 Tailings

 Site
 Wide Indirects

 -

 Processing
 Indirects

 -

 Indirects

 -

 Commissioning

 -

 Owner's
 Costs

 -

 Mine
 Water Management Indirects

 -

 Contingency

 Total
 Capital Costs

 $1,141

 $422

 $1,562

 Totals
may not sum due to rounding.

Cost Estimates Included in the 2022 Elk Creek Feasibility Study

 The
following LoM unit operating costs include the pre-production and first/last years of production.

 LoM
 $/t ore

 Cost

 $42.38

 Process
 Cost

 106.70

 Water
 Management Cost

 16.62

 Site
 G&A Cost

 8.20

 Other
 Infrastructure

 5.47

 Tailings
 Management Cost

 2.01

 Other
 Expenses

 6.22

 Subtotal

 187.59

 Royalties/Annual
 Bond Premium

 8.35

 Total
 LoM Operating Costs

 $195.94

 Totals
may not sum due to rounding.

 Planned
Mining Operations

 The
Elk Creek Project is planned as an underground mining operation using a long-hole stoping mining method and paste backfill, with
shaft access to minimize development through water bearing horizons. The mine will utilize jumbo drills for lateral development
and tophammer and down-the-hole drills for vertical development and production stoping. Rock bolters will be used for ground support
and probe holes will be used to support mine grouting where required. Ore will be remotely mucked from the bottom stope accesses
using 14 tonne Load-Haul-Dump units ("LHD"). The LHDs will transport the ore to an ore pass directly or to remuck
bays to maximize the efficiency of the stope mucking operations. When needed, a second LHD and a fleet of 40 tonne haul trucks
will be used to transport ore from the remuck bays to the grizzly feeding the underground material handling system. Multiple remuck
bays are used on each level to avoid interference between the LHD and the haul trucks. The ore is fed through the grizzlys with
rock breakers into an underground crusher (the "Primary Crusher") and via a material handling system to the surface.

 Planned
Processing Operations

 Planned
ore process operations include mineral processing, hydrometallurgical processing ("Hydromet"), and pyrometallurgical
processing ("Pyromet") housed in separate buildings.

 The
mineral processing building will house all of its equipment within a single large building. Ore from the Primary Crusher (located
in the underground mine) will be fed to the secondary cone crusher system, operating in closed circuit with a double deck screen.
The screen undersize from the cone crusher system will be fed to a high-pressure grinding roll unit ("HPGR"), operating
in closed circuit with another double deck screen. The HPGR screen undersize is the comminution product that will report to the
Hydromet process.

 The
Hydromet plant building will be a multi-level engineered steel structure, which will house equipment on two levels. Ore from mineral
processing will be fed through 15 individual processes required to separate the three recoverable products. The purpose of the
Hydromet processing steps is to leach the pay metals into solution using two separate acid leaches (Hydrochloric Acid Leach and
Sulfuric Acid Bake), remove impurities, separate the three pay metals, and perform precipitation/processing to final solid oxide
forms. Outputs from the Hydromet Process include saleable TiO 2 and Sc 2 O 3, with Nb 2 O 5
 reporting to the Pyromet plant for final processing. The Hydromet plant will be supported by a Hydrochloric Acid Regeneration
plant and a Sulfuric Acid Plant.

 The
Pyromet building will house most of its equipment within a single building. The purpose of the Pyromet plant is to reduce the
Nb 2 O 5 coming from the Hydromet plant by converting it into a saleable FeNb metal. Aluminum shots and iron
oxide pellets will be introduced to an electric arc furnace on a continuous basis along with fluxing agents and Nb 2 O 5
 to produce a saleable ferroniobium metal.

Production Plan and Schedule

 Based
on the 2022 Elk Creek Feasibility Study, the operating mine life is approximately 38 years with a nominal processing rate of 2,764
tonnes per day. The Elk Creek Project timeline is based on 39 months to mechanical completion after Authorization to Proceed,
plus an additional six months of commissioning and ramp-up to 100% of production capacity for a total of 45 months and assumes
no financing constraints. The Board must approve a construction program and budget before construction of the Elk Creek Project
can begin. This approval, along with the receipt of all required governmental permits and approvals and the completion of project
financings, will determine whether and when construction of the Elk Creek Project can begin.

Tailings Storage

 The
tailings produced by the process plant will consist of filtered water leach residue, calcined excess oxide, and slag. Four engineered
and lined tailings storage facilities ("TSFs") will be constructed sequentially to contain the tailings over the life
of the Elk Creek Project and would contain approximately 14.5 million tonnes of tailings. The tailings facilities have been
designed to incorporate two independent areas: a composite-lined tailings solids storage area; and an area with double lined containment,
including a leak collection and recovery system for management of stormwater runoff and drainage from the tailings solids. The
TSFs will store predominantly dry (i.e., not in a slurry consistency) tailings from the plant with embankment construction based
on a "downstream" construction method. Facility closure is considered in the design.

Salt Management

 The
crystalline salt produced as a waste product of heating and evaporating brine from the reverse osmosis ("RO") water
treatment plant will be transported by conveyor to the temporary salt staging area and then be transported by truck to the dedicated
salt management cells ("SMC"). Two SMCs will be constructed sequentially to contain the salt over the life of the
project and would contain approximately 1.63 million cubic meters of salt. The SMCs design will incorporate a composite-lined
storage area with double-lined containment including a leak collection and recovery system for management of stormwater runoff
and drainage.

Water Management

 For
the first several years of construction, the advancement of the shaft and underground workings will require limited dewatering,
anticipated to be through lower-level sumping and pumping for surface collection and disposal. Initially, water will be stored
in the lined SMC #1 during construction or will be trucked off-site for treatment at a local publicly owned treatment works. Excess
water in the SMCs will be spray evaporated within the footprint of the SMC, to avoid the reintroduction of soluble salts into
the water treatment system. Temporary on-site storage or off-site shipment and disposal of the crystallizer solid waste may be
necessary until construction of SMC #1 is completed.

 Once
full operations commence, we anticipate a shortfall of approximately 3,700 gallons per minute of operational and processing water,
as the underground mine dewatering is only expected to produce 1,000 gallons per minute. To make up this shortfall, we would purchase
fresh water from a local utility and from local landowners.

 Once
tailings begin being deposited in the TSF, internal contact water (from residual moisture in the tailings and precipitation falling
within the impoundment footprint) will need to be actively managed. This water will be collected and treated using lime softening
to precipitate hydroxide and carbonate solid forms for many of the inorganic constituents. The treated water will be filtered
to remove the solids (which will be returned to the TSF for disposal), and the clean water will be pumped to the process plant
RO system for further treatment. The clean water from the process plant RO unit will be used in the process plant, and the reject
concentrate will be crystallized and deposited into the SMCs.

Source of Power

 The
local power utility (Omaha Public Power District) will provide power from nearby transmission lines to the site. This will require
that an approximate 18-mile transmission line be installed by the utility to provide the site sub-station with the required site
power demand. The local power utility will also design and install the main substation that will be owned and maintained by the
utility. This infrastructure will be paid back through rate charges on the electrical usage.

Source of Natural Gas

 Natural
gas, to be used throughout the Elk Creek Project during the construction and operation phases of the project, will be brought
to the site via pipeline from the local utility company. NioCorp has a natural gas transportation contract with Tallgrass Energy,
which operates the Rockies Express ("REX") pipeline. Tallgrass will construct a 45 kilometer (28 mile) gas pipeline
lateral from the main REX pipeline system in Kansas to the project site. The lateral will be sized to provide a minimum of 27.5
dekatherms of gas per day. Natural gas will be distributed to all on-site facilities utilizing buried high-density polyethylene
natural gas distribution pipe. Natural gas piping above ground and located inside of facilities will consist predominately of
carbon steel pipe. Maximum on-site pipeline distribution pressure will be 100 pounds per square inch gauge. Natural gas will be
used for facility heating, water heating, and for gas-fired process equipment.

 Markets

 Market
studies for niobium, TiO 2, and Sc 2 O 3 are an important part of the proposed Elk Creek operation.
These commodities, especially niobium and Sc 2 O 3, are thinly traded without an established publicly available
price discovery mechanism. Hence, detailed third-party market studies provide the basis for assumptions used in the economic analysis.

 The
economic analysis in the 2022 Elk Creek Feasibility Study used the 2019 U.S. dollar base price of $47/kg Nb as the forward-looking
price for steel grade (65%) ferroniobium based on published independent third-party reports. The base price is adjusted to a realized
price to account for the discount provisions contained in the two ferroniobium offtake agreements that the Company has concluded.

engaged OnG Commodities LLC ("OnG") to produce a market assessment in April 2017. The study examines current scandium
production trends (approximately 20 tons/year) from existing and emerging producers plus an outlook for supply to 2028. The
outlook then reviewed the current and emerging applications for scandium, including fuel cells, aerospace, industrial and other
uses, plus an outlook for demand to 2028. Based on these inputs, OnG provided pricing forecasts and global demand volumes by year
to 2028 based estimated production costs and supply-demand balances. The pricing for the OnG Commodities report was updated for
NioCorp in 2019.

 No
formal market study was done for TiO 2 as it only represents 2% of overall revenue in the economic analysis. All market
information for titanium and TiO 2 is derived from USGS Commodity Market Summaries (Bedinger, 2019).

 Taxation
Rates Included in the 2022 Elk Creek Feasibility Study

 Taxes
that may be levied on the Elk Creek Project include corporate income tax rates of 21% for federal and 5.84% for Nebraska. The
Elk Creek Project is eligible for federal depletion allowances and credits, as well as various state incentives. The calculated
effective income tax rate for the Elk Creek Project is 16.42% for the 2022 Feasibility Study.

 Design
Considerations for Environmental Performance

 The
current mine design incorporates the following strategies and technologies designed to minimize environmental impacts of operation:

 Zero
 Process Liquid Discharge: The Elk Creek facility will now operate as a "Zero Process
 Liquid Discharge" facility, with no releases of process liquids. Instead, both
 naturally occurring, brackish (slightly salty) water produced during mining operations,
 and water used in ore processing, will be treated on site for
 use in operations. A solid salt will be produced from water treatment operations which
 will be stored on site.

 Additional
 Protection of Groundwater Resources Through Artificial Ground Freezing: The Elk Creek
 Project's new mine design will utilize artificial ground freezing as part of the
 process of sinking the production and ventilation shafts. Artificial ground freezing
 creates a temporary frozen barrier that helps to protect groundwater resources in the
 area while shaft-sinking operations are underway.

 Avoidance
 of Permanent Impacts to Federally Jurisdictional Waters: We designed the layout of the
 Elk Creek Project to minimize or avoid permanent impacts to any federally jurisdictional
 waters and/or wetlands on the property. This reduced the expected environmental impacts
 and allowed the Elk Creek Project to secure a Clean Water Act Section 404 permit from
 the USACE under the Nationwide Permit Program, a much more efficient and less expensive
 process than an individual Section 404 permit. No other NEPA-level federal permits are
 now expected to be required for the Elk Creek Project.

 Recycling
 of Reagents Used in Mineral Processing: Metallurgical and process advances made in 2016
 and 2017 are expected to help reduce the volume of material planned for disposal in the
 Elk Creek Project's tailings storage areas. As more of this material is recycled,
 the environmental footprint of the Elk Creek Project is reduced.

 Utilizing
 Tailings as Underground Mine Backfill: We plan to fill underground voids concurrently
 with mining operations using a paste backfill material that contains mine waste material
 that typically would be stored in above-ground tailings storage areas.

 The
Company has not identified any significant encumbrances to the property it owns or holds under OTP agreements. The Company has
not had any permit violations or fines since the filing of our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

 Permitting
requirements for the project have been identified. The Company holds an Air Construction Permit from the State of Nebraska and
a Special Use Permit from Johnson County, both of which are necessary to allow the start of project construction. In addition,
the Elk Creek Project will be required to obtain a series of permits for operations from federal, state, and local agencies. The
majority of these permits are ministerial in nature and present minimal risk to the Company, and typically involve the completion
of an application and the payment of a nominal fee. Three permits from the state of Nebraska are discretionary in nature, where
an application and fee are provided to the state and the state must make a decision as to whether or not the permit will be granted.
While the risk involved in such permits is low, such discretionary permits require more processing time by the state and do require
the state agency to make a decision in favor of issuance of the permit. These three permits include the following:

 Solid
 Waste Permit;

 Air
 Operating Permit; and

 Radioactive
 Materials License.

 The
cost and schedule for obtaining both the discretionary and ministerial permits is included in the overall execution plan for the
Elk Creek Project. Additional details on the project's permitting requirements can be found in Section 17 of the S-K 1300
Elk Creek Technical Report Summary.

Reserves and Resources

 The
mineral reserves and mineral resources disclosed below are based on the S-K 1300 Elk Creek Technical Report Summary, which was
originally filed as Exhibit 96.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022. Mineral
reserves and mineral resources at the Elk Creek Project as of June 30, 2024, are summarized in the tables below. Further discussion
and background regarding the approaches used to establish mineral reserves and mineral resources is contained in Chapters 11 and
12 of the S-K 1300 Elk Creek Technical Report Summary.

 Elk
Creek Project In Situ Mineral Resource Estimate (niobium, titanium, and scandium) Excluding Reserves

 as
of June 30, 2024

 Class

 NSR
 Cutoff

 Tonnage
 (Mt)

 Indicated

 $180

 151.7

 (%)

 (kt)

 0.43

 649.8

 TiO 2
 (%)

 TiO 2
 (kt)

 2.02

 3,067

 Sc
 (ppm)

 Sc
 (t)

 56.42

 8,558

 Inferred

 $180

 108.3

 (%)

 (kt)

 0.39

 426.6

 TiO 2
 (%)

 TiO 2
 (kt)

 1.92

 2,082

 Sc
 (ppm)

 Sc
 (t)

 52.28

 5,660

 Elk
Creek Project In Situ Mineral Resource Estimate (rare earth oxides) Excluding Reserves

 as
of June 30, 2024

 Class

 NSR

 Cut-off

 Tonnage
 (Mt)

 Indicated

 $180

 151.7

 La 2 O 3
 (%)

 La 2 O 3
 (kt)

 Ce 2 O 3
 (%)

 Ce 2 O 3
 (kt)

 Pr 2 O 3
 (%)

 Pr 2 O 3
 (kt)

 0.0766

 116.2

 0.1320

 200.2

 0.0140

 21.3

 Nd 2 O 3
 (%)

 Nd 2 O 3
 (kt)

 Sm 2 O 3
 (%)

 Sm 2 O 3
 (kt)

 Eu 2 O 3
 (%)

 Eu 2 O 3
 (kt)

 0.0511

 77.5

 0.0116

 17.6

 0.0040

 6.0

 Gd 2 O 3
 (%)

 Gd 2 O 3
 (kt)

 Tb 2 O 3
 (%)

 Tb 2 O 3
 (kt)

 Dy 2 O 3
 (%)

 Dy 2 O 3
 (kt)

 0.0096

 14.6

 0.0011

 1.6

 0.0044

 6.7

 Ho 2 O 3
 (%)

 Ho 2 O 3
 (kt)

 Er 2 O 3
 (%)

 Er 2 O 3
 (kt)

 Tm 2 O 3 (%)

 Tm 2 O 3
 (kt)

 0.0006

 1.0

 0.0015

 2.2

 0.0002

 0.3

 Yb 2 O 3
 (%)

 Yb 2 O 3
 (kt)

 Lu 2 O 3
 (%)

 Lu 2 O 3
 (kt)

 Y 2 O 3
 (%)

 Y 2 O 3
 (kt)

 0.0010

 1.5

 0.0001

 0.2

 0.0187

 28.4

 LREO
 (%)

 LREO
 (kt)

 HREO
 (%)

 HREO
 (kt)

 TREO
 (%)

 TREO
 (kt)

 0.2737

 415.2

 0.0528

 80.0

 0.3265

 495.2

 Inferred

 $180

 108.3

 La 2 O 3
 (%)

 La 2 O 3
 (kt)

 Ce 2 O 3
 (%)

 Ce 2 O 3
 (kt)

 Pr 2 O 3
 (%)

 Pr 2 O 3
 (kt)

 0.0943

 102.1

 0.1576

 170.6

 0.0163

 17.7

 Nd 2 O 3
 (%)

 Nd 2 O 3
 (kt)

 Sm 2 O 3
 (%)

 Sm 2 O 3
 (kt)

 Eu 2 O 3
 (%)

 Eu 2 O 3
 (kt)

 0.0575

 62.2

 0.0116

 12.6

 0.0038

 4.1

 Gd 2 O 3
 (%)

 Gd 2 O 3
 (kt)

 Tb 2 O 3
 (%)

 Tb 2 O 3
 (kt)

 Dy 2 O 3
 (%)

 Dy 2 O 3
 (kt)

 0.0090

 9.8

 0.0010

 1.1

 0.0042

 4.6

 Ho 2 O 3
 (%)

 Ho 2 O 3
 (kt)

 Er 2 O 3
 (%)

 Er 2 O 3
 (kt)

 Tm 2 O 3 (%)

 Tm 2 O 3
 (kt)

 0.0006

 0.7

 0.0014

 1.5

 0.0002

 0.2

 Yb 2 O 3
 (%)

 Yb 2 O 3
 (kt)

 Lu 2 O 3
 (%)

 Lu 2 O 3
 (kt)

 Y 2 O 3
 (%)

 Y 2 O 3
 (kt)

 0.0010

 1.1

 0.0001

 0.1

 0.0182

 19.7

 LREO
 (%)

 LREO
 (kt)

 HREO
 (%)

 HREO
 (kt)

 TREO
 (%)

 TREO
 (kt)

 0.3257

 352.6

 0.0512

 55.5

 0.3769

 408.1

 Notes:

 a.
 Classification
 of mineral resources in the above tables is in accordance with the S-K 1300 classification
 system. Mineral resources in this table are reported exclusive of mineral reserves.

 b.
 resources that are not mineral reserves do not have demonstrated economic viability.

 c.
 The
 mineral resources are reported at a Diluted Net Smelter Return (NSR) Cut-off of $180/tonne.

 d.
 The
 diluted NSR is defined as:

 The
 diluted revenue from Nb 2 O 5, TiO 2, and Sc per block used
 the following factors:

 Revenue: a 94% grade recovery, a 0.696 factor to convert Nb 2 O 5
 to Nb, 82.36% assumption for plant recovery, and a $39.60 selling price per kg
 of ferroniobium as of June 30, 2022.

 TiO 2
 Revenue: a 94% grade recovery, a 40.31% assumption for plant recovery, and an $0.88
 kg selling price per kg of titanium oxide as of June 30, 2022.

 Sc
 Revenue: a 94% grade recovery, a 1.534 factor to convert Sc to Sc 2 O 3,
 93.14% assumption for plant recovery, and a $3,675 selling price per kg of scandium oxide
 as of June 30, 2022.

 The
 diluted tonnes are a 6% increase in the total tonnes of the block.

 e.
 Price
 assumptions for FeNb, Sc 2 O 3, and TiO 2 as shown in note
 d, above, are based upon independent market analyses for each product.

 f.
 Numbers
 may not sum due to rounding. The rounding is not considered to be material.

 g.
 Rare
 Earth Oxides (REO) were evaluated as a potential by-product to the mining of niobium,
 titanium, and scandium; thus, the estimated values of the REOs are reported using the
 previously determined diluted NSR as derived from the Nb 2 O 5, TiO 2,
 and Sc mineral resources and are assigned a price of $0.

 h.
 The
 stated Light Rare Earth Oxides (LREO) grade (%) is the summation of La 2 O 3
 (%), Ce 2 O 3 (%), Pr 2 O 3 (%), and Nd 2 O 3
 (%) estimates.

 i.
 The
 stated Heavy Rare Earth Oxides (HREO) grade (%) is the summation of Sm 2 O 3
 (%), Eu 2 O 3 (%), Gd 2 O 3 (%), Tb 2 O 3
 (%), Dy 2 O 3 (%), Ho 2 O 3 (%), Er 2 O 3
 (%), Tm 2 O 3 (%), Yb 2 O 3 (%), Lu 2 O 3
 (%), and Y 2 O 3 (%) estimates.

 j.
 The
 stated Total Rare Earth Oxide (TREO) grade (%) is the summation of LREO (%) and HREO
 (%).

 k.
 The
 effective date of the mineral resource, including by-products, is June 30, 2024.

 Elk
Creek Project Underground In Situ Mineral Reserves Estimate for Elk Creek

 as
of June 30, 2024

 Classification

 Tonnage

 (kt)

 Grade

 (%)

 (t)

 Payable
 Nb

 (t)

 TiO 2

 Grade

 (%)

 TiO 2

 (t)

 Payable

 TiO 2

 (t)

 Sc

 Grade
 (ppm)

 Sc

 (t)

 Payable

 (t)

 Proven

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Probable

 36,656

 0.81

 297,278

 170,409

 2.92

 1,071,182

 431,793

 70.2

 2,573

 3,677

 Total

 36,656

 0.81

 297,278

 170,409

 2.92

 1,071,182

 431,793

 70.2

 2,573

 3,677

 All
figures are rounded to reflect the relative accuracy of the estimates. Totals may not sum due to rounding.

 The
 qualified person for the mineral reserve estimate is Optimize Group Inc. The estimate
 has an effective date of June 30, 2024.

 The
 mineral reserve is based on the mine design, mine plan, and cash-flow model utilizing
 an average cut-off grade of 0.679% Nb 2 O 5 with an NSR of $180/mt.

 The
 estimate of mineral reserves may be materially affected by metal prices, environmental,
 permitting, legal, title, taxation, socio-political, marketing, infrastructure development,
 or other relevant issues.

 The
 economic assumptions used to define mineral reserve cut-off grade are as follows:

 Annual
 life of mine (LoM) production rate of ~7,450 tonnes of FeNb/annum during the years of
 full production.

 elevated five-year production rate ~ 7,500 tonnes of FeNb/annum when full production
 is reached.

 dilution of ~6% was applied to all stopes and development, based on 3% for the primary
 stopes, 9% for the secondary stopes, and 5% for ore development.

 recoveries of 95% were applied in longhole stopes and 62.5% in sill pillar stopes.

 Parameter

 Value

 Unit

 Cost

 42.38

 $/t
 mined

 Processing

 106.70

 $/t
 mined

 Water
 Management and Infrastructure

 16.62

 $/t
 mined

 Tailings

 2.01

 $/t
 mined

 Other
 Infrastructure

 5.47

 $/t
 mined

 General
 and Administrative

 8.91

 $/t
 mined

 Royalties/Annual
 Bond Premium

 8.34

 $/t
 mined

 Other
 Costs

 6.29

 $/t
 mined

 Total
 Cost

 196.72

 $/t
 mined

 to Niobium Conversion

 69.60

 %

 Process Recovery

 82.36

 %

 Price

 39.60

 $/kg

 TiO 2
 Process Recovery

 40.31

 %

 TiO 2
 Price

 0.88

 $/kg

 Sc
 Process Recovery

 93.14

 %

 Sc
 to Sc 2 O 3 Conversion

 153.40

 %

 Sc
 Price

 3,675.00

 $/kg

 Price
 assumptions are as follows: FeNb $39.60/kg Nb, Sc 2 O 3 $3,675/kg,
 and TiO 2 $0.88/kg. Price assumptions are based upon independent market analyses
 for each product as of June 30, 2022.

 Price
 and cost assumptions are based on the pricing of products at the "mine-gate,"
 with no additional down-stream costs required. The assumed products are ferroniobium
 (metallic alloy shots consisting of 65%Nb and 35% Fe), a titanium dioxide product in
 powder form, and scandium trioxide in powder form.

 The
 mineral reserve has an average LoM NSR of $563.06/tonne.

 Optimize
 Group has provided detailed estimates of the expected costs based on the knowledge of
 the style of mining (underground) and potential processing methods (by third-party qualified
 persons).

 reserve effective date is June 30, 2024. The financial model was run after the estimate
 of the NSR above, which reflects a total cost per tonne of $196.72 versus $189.91. This
 is not considered a material change.

 Price
 variances for commodities are based on independent market studies versus earlier projected
 pricing. The independent market studies do not have a negative effect on the reserve.

 Comparison
of Mineral Resources and Mineral Reserves

 There
were no changes in the Elk Creek Project mineral resource or reserve estimates as of June 30, 2024, as compared to the Elk Creek
Project mineral resource and reserve estimates as of June 30, 2023.

and Social

 A
number of key permits and environmental management requirements have been identified for the Elk Creek Project, some of which
need to be implemented as soon as practicable in order to maintain the proposed Elk Creek Project schedule.

 While
 not necessarily complex, the timing generally required to complete permitting through
 any federal regulatory agency requires that NioCorp engage key agencies (in this case
 the USACE and possibly the EPA) early on in Elk Creek Project development and consider
 the siting and orientation of facilities carefully to minimize the risk of a protracted
 National Environmental Policy Act analysis of the Elk Creek Project. At the present time,
 the Company believes that we have completed the major federal permitting actions needed
 for project construction, although changes to the design or location of project facilities
 may require that additional federal permits be obtained.

 Construction
 at the facility requires an Air Permit from the State of Nebraska, which was issued to
 the Company on June 2, 2020. The Air Permit describes all the prospective air emissions
 from the facility and required the completion of an air quality model that demonstrates
 compliance with the NAAQS. On April 15, 2022, the Company announced that the Nebraska
 Department of Environment and Energy advised the Company that periodic extensions to
 the Elk Creek Project's Air Permit are no longer required because the Company has
 met the regulatory definition of "construction, reconstruction, or modification
 of the source" since the permit was issued.

 A
 radioactive materials license will be needed from the Nebraska Department of Health and
 Human Services ("NDHHS"), Office of Radiological Health. Because of their
 limited experience with hard rock mining in the State of Nebraska, much less mining that
 includes Naturally Occurring Radioactive Material, the NDHHS may require additional information
 and more time to approve the Elk Creek Project under a Broad Scope License. The Company
 has been working with NDHHS on this aspect of project permitting since 2014.

 Documentation
 of existing baseline environmental conditions at the Elk Creek Project site was initiated
 in 2014 and will continue as needed throughout the permitting process.

 Surface
 water monitoring will continue throughout the permitting process and extend into construction
 and operations as part of the Environmental Management System and likely State of Nebraska
 permit requirements.

 A
 wetland delineation and potential jurisdictional waters assessment was conducted in late
 2014 to identify wetland and drainage features within the proposed Elk Creek Project
 boundary which resulted in a formal JD being issued by the USACE on September 6, 2016.

 The
 major land-use authorization for the project was received from Johnson County, Nebraska,
 on December 24, 2019, in the form of a Special Use Permit for the project. This land-use
 permit is a necessary precursor to any project-related construction activities. County
 zoning permits will be required for individual buildings constructed at the site, and
 the County requirement is that such applications must be submitted five days before construction
 commences.

 Closure
 costs for the Elk Creek Project have been estimated at just over $44 million, including
 approximately $13.5 million for reclamation and closure of the TSFs and $16.6 million
 for plant and building removal and reclamation.

 Community
 engagement has occurred in parallel with Nebraska field operations and has included public
 meetings, presentations to public agencies, communications with local and state politicians,
 meetings with environmental groups, and one-on-one meetings with area landowners.

 Other
Elk Creek Project Activities

 The
Company completed the installation and commissioning of a continuous groundwater level monitoring system during the quarter ended
September 30, 2023. The system collects and records data in three geologic strata of interest: the upper glacial till, the Pennsylvanian
limestone that underlies the glacial till, and the carbonatite that underlies the limestone. The data collected from this effort
will assist the Company's contract hydrogeologists to refine and improve the hydrogeologic model for the Elk Creek Project.

 The
Company completed a mine geotechnical review and a site visit by a qualified person, as defined in NI 43-101 and subpart 1300
of Regulation S-K, during the quarter ended September 30, 2023. The Company's contract geotechnical engineering firm inspected
drill core and conducted a site inspection. As funding becomes available, the geotechnical firm will review and update their geomechanical
model of the project to ensure that the mining operation will be conducted under safe and stable ground conditions.

 The
Demonstration Plant completed metallurgical operations during the quarter ended September 30, 2023. The impetus for the Demonstration
Plant was to address recommendations in the Company's most recent S-K 1300 Elk Creek Technical Report Summary and to establish
metallurgical performance criteria for the rare earths. The Demonstration Plant was successful in this regard, and the measured
improvements in metallurgical performance are summarized in the following table:

the quarter ended December 31, 2023, the Company's Demonstration Plant located in Trois-Rivieres, Quebec also completed
the production of waste materials for follow-on characterization to support tailings impoundment and paste backfill engineering
design. Additional work at the Demonstration Plant is underway to further
explore improvements to solvent extraction operations and to produce product samples for prospective customers. Operations were
completed at the Demonstration Plant in February 2024.

the quarter ended December 31, 2023, the Company, through a contract engineering firm (Olsson), completed a 90% engineering package
for various road improvements in the vicinity of the Elk Creek Project site, and shared the 90% engineering drawings with the
Nebraska Department of Transportation and Johnson County as part of the normal process for permitting road improvements.

 The
Company retained a mine engineering consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying
the mine and accessing it via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move
ore and waste rock to surface. The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.
The findings of the evaluation indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full
production, and potential operating cost savings. These findings are preliminary but encouraging, and the Company plans a more
detailed evaluation of this option for the design of the underground mine as part of a future update to the S-K 1300 Elk Creek
Technical Report Summary.

Activities

 At
present, the Company is maintaining the Elk Creek Property in anticipation of obtaining project financing that will facilitate
the construction, commissioning, and operation of the Elk Creek Project. The property is characterized as a development stage
property and is expected to move to a production stage property should financing be obtained.

 As
funds become available through the Company's fundraising efforts, we expect to undertake the following activities:

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

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

 Negotiation
 and completion of offtake agreements for the remaining uncommitted production of Nb, Sc, and Ti from the project, including
 the potential sale of Ti as titanium tetrachloride, as well as potential REE production;

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

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

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

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

 Completion
 of water supply agreements and related infrastructure to deliver fresh water to the project site;

 Initiation
 of revised mine groundwater investigation and control activities;

 Initiation
 of long-lead equipment procurement activities; and

 As
 a follow-on to the Company's Demonstration Plant operations, complete characterization and testing of waste materials
 to support tailings impoundment and paste backfill plant designs.

 Non-GAAP
Financial Performance Measures

 Non-GAAP
financial performance measures are intended to provide additional information only and do not have any standard meaning prescribed
by U.S. GAAP. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance
with U.S. GAAP.

 The
S-K 1300 Elk Creek Technical Report Summary uses non-GAAP financial performance measures, such as EBITDA, Averaged Annual EBITDA,
and Averaged EBITDA Margin, for purposes of projecting the economic

 results of the Elk Creek Project. We are unable to provide
a reconciliation of these forward-looking non-GAAP measures to the most comparable U.S. GAAP financial performance measures because
certain information needed to
reconcile those non-GAAP measures to the most comparable U.S. GAAP financial performance measures is dependent on future events,
some of which are outside the control of the Company, such as FeNb, Sc 2 O 3, and TiO 2 prices, interest
rates, and exchange rates. Moreover, estimating such U.S. GAAP measures with the required precision necessary to provide a meaningful
reconciliation is extremely difficult and could not be accomplished without unreasonable effort.

 Corporate
Headquarters

 We
lease our principal executive office space at 7000 South Yosemite Street, Suite 115, Centennial, Colorado.

 ITEM 3.
 LEGAL
 PROCEEDINGS

 As
of September 20, 2024, we are not a party to any legal proceedings that could have a material adverse effect on the Company's
business, financial condition, or operating results. Further, to the Company's knowledge, no such proceedings have been
threatened against the Company.

 ITEM 4.
 MINE
 SAFETY DISCLOSURES

to Section 1503(a) of the United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank
Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the U.S. are
required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements
are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the
"Mine Act") which is administered by the U.S. Department of Labor's Mine Safety and Health Administration ("MSHA").
During the fiscal year ended June 30, 2024, the Company and its subsidiaries and their properties or operations were not subject
to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.

 PART
II

 ITEM 5.
 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES
 OF EQUITY SECURITIES

 Market
Information

 The
Common Shares are listed for trading on the Nasdaq under the trading symbol "NB". The Company voluntarily
delisted from the TSX effective as of close of markets on May 3, 2024. The Company also trades on the Frankfurt Stock Exchange
as "BR3."

 Holders

 As
of September 13, 2024, we had 18,311 holders of record of the Common Shares.

 Dividends

 We
have not paid any cash dividends on the Common Shares since our inception and do not anticipate paying any cash dividends in the
foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business.

Authorized for Issuance Under Equity Compensation Plans

 See Equity
Compensation Plan information under Item 12, " Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters," for information on plans approved by our shareholders.

 Purchases
of Equity Securities by the Company

 We
did not make any repurchases in the quarter ended June 30, 2024.

 Recent
Sales of Unregistered Securities

 Date

 Gross
 Proceeds ($000)

 Issued

 Price/Share

 April
 25, 2024 (1)

 $510

 230,560

 $2.2123

 May
 6, 2024 (1)

 234,142

 2.1435

 May
 13, 2024 (2)

 90,000

 2.4590

 May
 17, 2024 (2)

 75,000

 2.2551

 May
 21, 2024 (2)

 82,500

 2.1400

 May
 24, 2024 (2)

 81,000

 2.0597

 May
 31, 2024 (2)

 150,000

 2.2909

 May
 31, 2024 (1)

 94,455

 2.1435

 June
 4, 2024 (2)

 135,000

 2.2467

 June
 10, 2024 (2)

 111,000

 2.0059

 June
 18, 2024 (2)

 105,000

 1.9377

 June
 27, 2024 (2)

 66,000

 1.7196

 (1)

 Issued
 in reliance on Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount
 outstanding under the Convertible Debentures and based upon representations and warranties of Yorkville in connection therewith.

 (2)

 Issued
 in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity
 Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith.

 Exchange
Controls

 There
are no governmental laws, decrees, or regulations in Canada that restrict the export or import of capital, including foreign exchange
controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of the securities of
NioCorp, other than Canadian withholding tax. See "Certain Canadian Federal Income Tax Considerations for U.S. Residents"
below.

 Certain
Canadian Federal Income Tax Considerations for U.S. Residents

 The
following generally summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act
(Canada) and the regulations enacted thereunder (collectively, the "Canadian Tax Act") and the Canada-United States
Tax Convention (1980) (the "Convention") to the holding and disposition of Common Shares.

 Comment
is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the
Convention, (i) is resident solely in the U.S. for tax purposes, (ii) is a "qualifying person" under and entitled
to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) holds no Common Shares that are "taxable
Canadian property" (as defined in the Canadian Tax Act) of the holder, (v) deals at arm's-length with and is not affiliated
with NioCorp, (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, (vii) is not
an insurer that carries on business in Canada and elsewhere, (viii) is not an "authorized foreign bank" (as defined
in the Canadian Tax Act), and (ix) has not entered into a "derivative forward agreement" (as defined in the Canadian
Tax Act) with respect to the Common Shares (each such holder, a "U.S. Resident Holder").

 Certain
U.S.-resident entities that are fiscally transparent for U.S. federal income tax purposes (including limited liability companies)
may not in all circumstances be entitled to the benefits of the Convention. Members of or
holders of an interest in such an entity that holds Common Shares should consult their own tax advisers regarding the extent,
if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

 Generally,
a U.S. Resident Holder's Common Shares will be considered to be capital property of such holder provided that the U.S. Resident
Holder is not a trader or dealer in securities, did not acquire, hold, or dispose of the Common Shares in one or more transactions
considered to be an adventure or concern in the nature of trade (i.e. speculation), and does not hold the Common Shares in the
course of carrying on a business.

 This
summary is based on the current provisions of the Canadian Tax Act and the Convention in effect as of the date prior to the date
hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister
of Finance (Canada) prior to the date hereof, and the current published administrative policies and assessing practices of the
Canada Revenue Agency (the "CRA"). It is assumed that all such amendments will be enacted as currently proposed, and
that there will be no other material change to any applicable law or administrative policy or assessing practice, whether by way
of judicial, legislative or governmental decision or action, although no assurance can be given in these respects. This summary
is not exhaustive of all possible Canadian federal income tax considerations. Except as otherwise expressly provided, this summary
does not take into account any provincial, territorial, or foreign tax considerations, which may differ materially from those
set out herein.

 This
summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended
to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged
to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified
accordingly.

 Generally,
a U.S. Resident Holder's Common Shares will not constitute "taxable Canadian property" of such holder at a particular
time at which the Common Shares are listed on a "designated stock exchange" (which currently includes Nasdaq) unless,
at any time during the 60-month period that ends at the particular time both of the following conditions are concurrently met:

 1.
 25%
 or more of the issued shares of any class of the capital stock of NioCorp were owned
 by or belonged to one or any combination of:

 a.
 the
 U.S. Resident Holder,

 b.
 persons
 with whom the U.S. Resident Holder did not deal at arm's length, and

 c.
 partnerships
 in which the U.S. Resident Holder or a person referred to in clause (b) holds a membership
 interest directly or indirectly through one or more partnerships, and

 2.
 more
 than 50% of the fair market value of the Common Shares was derived directly or indirectly
 from, one or any combination of, real or immovable property situated in Canada, "Canadian
 resource properties" (as defined in the Canadian Tax Act), "timber resource
 properties" (as defined in the Canadian Tax Act), or options in respect of, or
 interests in any of the foregoing, whether or not the property exists.

Shares may also be deemed to be "taxable Canadian property" in certain circumstances set out in the Canadian Tax Act.

 A
U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any
liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.

 A
U.S. Resident Holder to whom NioCorp pays or credits or is deemed to pay or credit a dividend on such holder's Common
Shares will be subject to Canadian withholding tax, and NioCorp will be required to withhold the tax from the dividend and
remit it to the CRA for the holder's account. The rate of withholding tax under the Canadian Tax Act is 25% of the
gross amount of the dividend, but should generally be reduced under the Convention to 15% (or, if the U.S. Resident Holder is
a company which is the beneficial owner of at least 10% of the voting stock of NioCorp, 5%) of the gross amount of the
dividend. For this purpose, a company that is a resident of the United States for purposes of the Canadian Tax Act and the
Convention and is entitled to the benefits of the Convention shall be considered to own the voting stock of NioCorp owned by
an entity that is considered fiscally transparent
under the laws of the United States and that is not a resident of Canada, in proportion to such company's ownership interest
in that entity.

 ITEM 6.
 RESERVED

 ITEM 7.
 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

 See Item
1, " Business—Historical Development of the Business," for a description of the 2023 Transactions.

 Summary
of Consolidated Financial and Operating Performance

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

 For
 the year ended June 30,

 2024

 2023

 ($000)

 expenses

 $

 13,757

 $

 37,410

 Net
 loss attributable to the Company

)

 (40,080

)

 Net
 loss per share (basic and diluted)

 (0.31

)

 (1.34)

 The
net loss attributable to the Company decreased to $11.4 million for fiscal year 2024 from $40.1 million for fiscal year 2023.
This decreased net loss in fiscal year 2024 as compared to fiscal year 2023 is primarily due to the recognition of general transaction
expenses, Earnout Shares, and warrant liabilities associated with the fiscal year 2023 GXII Transaction as well as a decrease
in exploration expenditures and fiscal year 2024 non-cash gains associated with changes in Earnout Share valuations and warrant
liability valuations.

 Results
of Operations

 The
Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily
to costs incurred in connection with the 2023 Transactions, as well as performing exploration and feasibility study related activities,
and the activities necessary to support corporate and shareholder duties, as detailed in the following table.

 For
 the year ended June 30,

 2024

 2023

 ($000)

 expenses:

 Employee
 related costs

 $

 3,509

 $

 2,323

 Professional
 fees

 3,533

 2,581

 Exploration
 expenditures

 2,552

 5,348

 Other
 operating expenses

 4,163

 27,158

 Total
 operating expenses

 13,757

 37,410

 Change in fair value of earnout shares liability

 (6,704

)

 (2,674

)

 in fair value of warrant liabilities

 (1,875

)

 1,414

 in fair value of convertible note

 2,542

 -

 Loss
 on debt extinguishment

 -

 1,922

 Interest
 expense

 4,490

 2,336

 Foreign
 exchange (gain) loss

 (31

)

 Other
 gains

 (147

)

 (13

)

 Loss
 on equity securities

 tax benefit

 (139

)

 (304

)

 Loss
 attributable to noncontrolling interest

 (463

)

 (228

)

 Net
 loss attributable to the Company

 $

 (11,435

)

 $

 (40,080

)

Year 2024 as Compared to Fiscal Year 2023

 Significant
items affecting operating expenses are noted below:

 Other operating
expenses include costs incurred in connection with the 2023 Transactions, including direct transaction expenses, and the fair
value of warrant and Earnout Shares liabilities assumed, as well as costs related to investor relations, general office expenditures,
equity offering and proxy expenditures, Board-related expenditures, and other miscellaneous costs. These costs decreased in fiscal
year 2024 as compared to fiscal year 2023 primarily due to $23.8 million of costs incurred in connection with the 2023 Transactions,
which closed on March 17, 2023, as well as overall lower expenditures during fiscal year 2024 for financial services, Board stipends
and share-based compensation, and investor relation services. This decline was partially offset by the fiscal year 2024 impact
of $1.0 million of additional director and officer insurance premiums associated with our listing on Nasdaq.

 Employee-related
costs increased in 2024 as compared to 2023, primarily due to an increase in the number of options issued to employees in
2024 partially offset by a lower fair value per option as well as the impact of board-authorized employee salary increases which
became effective April 1, 2023.

 Exploration
expenditures decreased in fiscal year 2024 as compared to fiscal year 2023, reflecting work performed in fiscal year
2023 to complete the development of the Demonstration Plant and the subsequent operation of the Demonstration Plant to verify
process improvement efforts and advance the technical and economic analyses on the potential addition of magnetic rare earth oxides
to NioCorp's planned product suite. In addition, 2023 costs increased due to costs related to the completion and filing
of the Technical Report Summary based on the Company's 2022 Feasibility Study for the Elk Creek Project, which was filed
with the SEC on September 6, 2022. Demonstration Plant costs were lower in 2024 as project objectives were completed
and the Demonstration Plant operations ended in February 2024.

 Professional
fees increased in fiscal year 2024 as compared to fiscal year 2023, primarily due to additional accounting fees incurred in
2024 associated with our change in auditors as well as legal costs associated with corporate funding initiatives and Form S-1
and S-3 filings.

 Other
significant items impacting the change in the Company's net loss are noted below:

in fair value of Earnout Shares liability represents the change in fair value related to the Earnout Shares based on the results
of Monte Carlo financial modeling. Overall, the decline in the liability corresponds to the overall decline in our share value
during fiscal year 2024.

in fair value of warrant liability represents the change in fair value related to (i) the additional Warrants (the "Contingent
Consent Warrants") that the Company agreed to issue to Lind Global Asset Management III, LLC ("Lind") upon certain
conditions in connection with the Waiver and Consent Agreement, dated September 25, 2022, between the Company and Lind (the "Lind
Consent"), as discussed in Note 9 to the consolidated financial statements included in Part II, Item 8 hereof, and (ii)
the change in fair value of the April 2024 Warrants, as discussed in Note 9 to the consolidated financial statements included
in Part II, Item 8 hereof, partially offset by the change in the fair value of the Private Warrants based primarily on the impacts
of a lower closing Common Share price, which increases the probability of these Contingent Consent Warrants being issued under
the Lind Consent terms.

in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes,
which are carried at fair value, as well as the change in fair value for the period ended June 30, 2024.

 Loss
on debt extinguishment represents the loss incurred under Accounting Standards Codification ("ASC") Topic 470,
Debt, related to the convertible security issued to Lind (the "Lind III Convertible Security")
with a face value of $11.7 million (representing $10.0 million in funding plus an implied 8.5% interest rate per annum for the
term of the Lind III Convertible Security) pursuant to the Convertible Security Funding Agreement, dated February 16, 2021, as
amended by Amendment #1 to the Convertible Security Funding Agreement, dated

 December 2, 2021, between the Company and Lind (as
amended, the "Lind III Agreement"), as discussed in Note 9 to the consolidated financial statements included in Part
II, Item 8 hereof.

 Interest
expense increased in fiscal year 2024 as compared to fiscal year 2023 due to the impacts of Convertible Debenture interest
expense incurred in fiscal year 2024.

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

 Liquidity
and Capital Resources

 We
have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed
by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of incentive
Options and Warrants, and related party loans. With respect to currently outstanding Options and Warrants, we believe that exercise
of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares
equals or exceeds the related exercise price of each instrument.

 In
connection with the Closing of the 2023 Transactions, the Company received net cash proceeds of $8.3 million, as follows:

 ($000)

 Net
 cash received from GXII trust account, after payment of direct and incremental transaction costs incurred by GXII

 $

 2,168

 Net
 proceeds from the Yorkville Convertible Debt Financing Agreement

 14,857

 Net
 cash costs incurred in connection with Yorkville Equity Facility Financing Agreement

 (1,996)

 direct and incremental transaction costs

 (6,715)

 Net
 proceeds from 2023 Transactions

 $

 8,314

 The
2023 Transactions delivered to NioCorp several important benefits, including a ready pathway to an up-listing to the Nasdaq, which
is expected to allow additional institutional firms to invest in the Company for the first time. Further, we believe it has given
NioCorp and the Elk Creek Project a much higher profile among institutional investors evaluating projects in the critical materials
space.

 The sale of the April
2024 Notes has provided, and the Yorkville Equity Facility Financing is expected to provide, near-term and longer-term access to
capital. The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement, at its discretion, is subject
to certain limitations and the satisfaction of certain conditions. When available, the Yorkville Equity Facility Financing Agreement
provides an opportunity to actively manage the cash needs of the Company more closely. Historically, cash has generally been available
to the Company through private placements of equity for which the timing did not always coincide with the Company's cash
needs. In the near term, the Company intends to utilize the Yorkville Equity Facility Financing Agreement to offset amounts owed
under the April 2024 Notes. The Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate
funds at a time when they are in need. Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement
for opportunistic share sales.

 On
July 19, 2024, the Company and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the
remaining principal and accrued interest of $553,767 under the Convertible Debenture into Common Shares in exchange for a $95,000
make-whole payment.

 On
September 17, 2024, all the remaining outstanding Financing Warrants expired.

 On September 17, 2024, the
Company's Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued
2,816,742 Contingent Consent Warrants to Lind. Each Contingent Consent Warrant is exercisable for one Common Share at an exercise
price of $2.308 and may be exercised at any time prior to

 their expiration on September 17, 2028. The number
of Contingent Consent Warrants issued was based on $5.0 million divided by the five-day volume weighted average price of the Common
Shares on September 16, 2024.

 As
of June 30, 2024, the Company had cash of $2.0 million and a working capital deficit of $9.0 million, compared to cash of $2.3
million and working capital of $0.2 million on June 30, 2023. Subsequent to June 30, 2024, the Company issued 339,250 Common
Shares under the Yorkville Equity Facility Financing Agreement in exchange for $0.6 million in gross cash proceeds. On
September 11, 2024, the Company and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into
a loan agreement (the "Smith Loan Agreement"), which provides for a $2.0 million non-revolving credit facility. An
initial drawdown under the Smith Loan Agreement of $33,000 was completed on September 11, 2024. NioCorp intends to use the
net proceeds from these transactions to satisfy amounts due under the April 2024 Notes and for general corporate purposes.

 We
expect that the Company will operate at a loss for the foreseeable future. The Company's current planned cash needs are
approximately $26.0 million until June 30, 2025.

 In addition to outstanding
accounts payable and short-term liabilities, our average monthly planned expenditures through June 30, 2025 are expected to be
approximately $1.6 million per month, of which approximately $375,000 is for corporate overhead and estimated costs related to
securing financing necessary for advancement of the Elk Creek Project. This includes general overhead costs, satisfying outstanding
accounts payable, and repayment of the April 2024 Notes and the Smith Loan Agreement. This also includes anticipated financing
costs associated with the Elk Creek Project, including an updated mine plan in connection with the EXIM application process. The
scope of these financing costs remains under discussion with EXIM. Approximately $1.2 million per month is planned for expenditures
relating to the advancement of the Elk Creek Project by NioCorp's majority owned subsidiary, ECRC. The Company's ability
to continue operations and fund our current work plan is dependent on management's ability to secure additional financing.

 The
Company anticipates that it does not have sufficient cash on hand to continue to fund basic operations for the next twelve months,
and additional funds totaling $25.0 million to $26.0 million, net of funds raised from advances under the Yorkville Equity Facility
Financing Agreement and borrowings under the Smith Loan Agreement, are likely to be necessary to continue advancing the project
in the areas of financing, permitting, and detailed engineering. While the Yorkville Equity Facility Financing Agreement may provide
the Company with access to additional capital, the Company will likely require additional capital to meet its cash needs. Management
is actively pursuing such additional sources of debt and equity financing, and while it has been successful in doing so in the
past, there can be no assurance it will be able to do so in the future.

 Elk
Creek Property and lease commitments are $15,000 through June 30, 2025. To maintain our currently held properties and fund our
currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project
for the fiscal year ending June 30, 2025, the Company will likely require additional financing during the current fiscal year.
Should such financing not be available in that timeframe, we will be required to reduce our activities and will not be able to
carry out all our presently planned activities at the Elk Creek Project.

 On
June 6, 2023, the Company announced that it had submitted an application to EXIM to obtain EXIM Financing to fund the project
costs for the Elk Creek Project, under EXIM's "Make More in America" initiative. 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 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 may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing
from EXIM.

 Except for potential
funding from advanced under the Yorkville Equity Facility Financing and potential funding under the Smith Loan Agreement, each
as discussed above, and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements
for additional financing at this time, and there is no assurance that we will be able to obtain any such additional financing on
acceptable terms, if at all. Pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities
(other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the
holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class
B common stock of ECRC. The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp's
ability to use the proceeds from the April 2024 Purchase Agreement to pay related party debt or to enter into any variable rate
transaction, including issuances of equity or debt securities that are convertible into Common Shares at variable rates and any
equity line of credit, ATM agreement or other continuous offering of Common Shares, other than with Yorkville, subject to certain
exceptions. Notwithstanding the restrictions set forth in the Exchange Agreement and the April 2024 Purchase Agreement, there is
significant uncertainty that we would be able to secure any additional financing in the current equity or debt markets. The quantity
of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management
as opportunities to raise funds arise. Management may pursue funding sources of both debt and equity financing, including but not
limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination
thereof in units of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the form
of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private issuances
of debt securities, including secured and unsecured convertible debt instruments or secured debt project financing. Management
does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will
be negotiated at arm's-length. Future financings involving the issuance of equity securities or derivatives thereof will
likely be completed at a discount to the then-current market price of the Company's securities and will likely be dilutive
to current shareholders. In addition, we could raise funds through the sale of interests in our mineral properties, although current
market conditions and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any
such interests. However, we cannot provide any assurances that we will be able to be successful in raising such funds.

 Based on the conditions
described within, management has concluded and the audit opinion and notes that accompany our consolidated financial statements
for the year ended June 30, 2024, disclose that substantial doubt exists as to our ability to continue as a going concern. The
consolidated financial statements included in this Annual Report on Form 10-K have been prepared under the assumption that we will
continue as a going concern. As defined under S-K 1300, we are a development stage issuer, and we have incurred losses since our
inception. We may not have sufficient cash, including option and warrant exercises subsequent to June 30, 2024, to fund normal
operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities and raising
additional funds. Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential
for geographic recessions have contributed to general global economic uncertainty. During fiscal year 2024, these events continued
to create uncertainty with respect to overall project funding and timelines. We believe that the going concern uncertainty cannot
be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating
activities is secured. Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.

 We
have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating
needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S. and Canadian chartered banks. We do not
believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions.
However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept
lower rates of interest, which has also lowered our potential interest income.

Activities

 During the year ended
June 30, 2024, the Company's operating activities consumed $11.7 million of cash (2023: $17.3 million). Overall, operational
outflows during fiscal year 2024 decreased from the corresponding period of 2023 due to fiscal year 2023 cash expenses related
to the 2023 Transactions and a decrease in fiscal year 2024 exploration-

 related spending at the Elk Creek Project. Going forward,
the Company's working capital requirements are expected to increase substantially in connection with the development of the
Elk Creek Project.

 Investing
Activities

 The
Company had minimal investing activities during the years ended June 30, 2024 and 2023, respectively.

 Financing
Activities

 Net
cash provided by financing activities was $11.4 million in fiscal year 2024 (2023: $14.6 million). This decrease in financing
inflows primarily reflects the timing of cash inflows from the financing transactions disclosed below.

 2024
inflows reflect the gross receipts of $1.0 million from the September 2023 Private Placement (as defined below), $1.3 million
from the December 2023 Private Placement (as defined below), $0.6 million from the June 2024 Private Placement (as defined below)
and $3.3 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, as well as $6.5 million
of net proceeds from the issuance of the April 2024 Notes.

 The
following is a discussion of significant financing transactions since the beginning of fiscal year 2024:

 On
 September 1, 2023, the Company closed a non-brokered private placement (the "September
 2023 Private Placement") with a single investor and issued 250,000 units of the
 Company (the "September 2023 Units"), at a price of $4.00 per September 2023
 Unit, for aggregate gross proceeds of $1.0 million. Each September 2023 Unit consisted
 of one Common Share and one Warrant (the "September 2023 Warrants"). Each
 September 2023 Warrant is exercisable for one Common Share at a price of $4.60 until
 September 1, 2025.

 On
 December 22, 2023, the Company closed a non-brokered private placement (the "December
 2023 Private Placement") and issued an aggregate of 413,432 units of the Company
 (the "December 2023 Units"), including an aggregate of 274,587 December 2023
 Units to certain non-affiliated accredited investors at a price of $3.08 per December
 2023 Unit and an aggregate of 138,845 December 2023 Units to certain of the Company's
 officers and directors at a price of $3.205 per December 2023 Unit, for aggregate gross
 proceeds of approximately $1.29 million. Each December 2023 Unit consisted of one Common
 Share and one Warrant (the "December 2023 Warrants"). Each December 2023
 Warrant is exercisable for one Common Share at a price of $3.54 until December 22, 2025.

 On
 April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (together
 with Yorkville, the "April 2024 Purchasers") $8.0 million aggregate principal
 amount of unsecured notes (the "April 2024 Notes"), pursuant to a securities
 purchase agreement, dated April 11, 2024 (the "April 2024 Purchase Agreement"),
 between the Company and each of the April 2024 Purchasers. Pursuant to the terms of the
 April 2024 Notes, subject to certain exceptions, on the first day of each calendar month,
 beginning on June 1, 2024 (excluding August 2024) (the "Payment Date"), the
 Company will be required to repay a portion of the outstanding balance of all of the
 April 2024 Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1.4 million
 of principal (or the outstanding principal if less than such amount) in the aggregate
 among all of the outstanding April 2024 Notes, plus (ii) 8.0% of the principal amount
 being paid (the "Payment Premium"), and (iii) accrued and unpaid interest,
 if any, as of the Payment Date. The Company is required to make payments on each Payment
 Date until the entire outstanding principal is repaid but will not have an obligation
 to make a payment on a Payment Date if certain equity conditions (the "Equity Conditions")
 are satisfied.

 The
Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to
each April 2024 Purchaser, Warrants (the "April 2024 Warrants") to purchase up to 615,385 Common Shares (the "April
2024 Warrants Shares"), which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April
2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock
split or recapitalization.

to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6.935 million to the Company in consideration
of the issuance by the Company to the April 2024 Purchasers of $8.0 million aggregate principal amount of the April 2024 Notes
and April 2024 Warrants.

 Proceeds
from the April 2024 Purchase Agreement were used for general working capital purposes, including for accounts payable, other payables
and operating expenses, and to satisfy the fees and expenses incurred in connection with the April 2024 Purchase Agreement.

 Subject
to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the
principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each April
2024 Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted
divided by a fixed conversion price of $2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April
2024 Warrant Shares, the "April 2024 Underlying Shares").

 The
April 2024 Notes are the unsecured obligations of the Company and will mature on December 31, 2024. The April 2024 Notes incur
a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of
default). The outstanding principal amount of, accrued and unpaid interest, if any, on, and the Payment Premium, if any, on the
April 2024 Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes
at their stated maturity, upon their redemption or otherwise.

 The
April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp's ability to use the
proceeds from the sale of the April 2024 Notes and the exercise of the April 2024 Warrants to repay related party debt or to enter
into any variable rate transaction other than with Yorkville, subject to certain exceptions, and to distribute proceeds from the
sale of the April 2024 Notes and the exercise of the April 2024 Warrants to subsidiaries other than ECRC and 0896800 B.C. Ltd.
(together with ECRC, the "Guarantors"), upon the entry by the Guarantors into a global guaranty agreement, dated as
of April 11, 2024, among the Guarantors in favor of the Purchasers (the "Guaranty Agreement"). Pursuant to the Guaranty
Agreement, the Guarantors guaranteed the full, prompt and unconditional payment when due (whether at maturity, by acceleration
or otherwise), and the performance of all liabilities, agreements and other obligations of NioCorp to the April 2024 Purchasers
contained in the April 2024 Purchase Agreement, the April 2024 Notes, and the April 2024 Warrants, to the extent such liabilities,
agreements and obligations are payable in cash.

 On September
4, 2024, NioCorp entered into (i) a consent and waiver (the "Yorkville Consent") to the April 2024 Note issued and
sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent,
the "Consents") to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to the April 2024 Purchase
Agreement. The Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate
of $1.2 million to an aggregate of $0.3 million, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by
an aggregate of $1.2 million, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon
a failure of the Company to pay to the April 2024 Purchasers the remainder of the amount due on September 1, 2024. Except as modified
by the Consents, the terms of the April 2024 Notes as previously disclosed are unchanged.

 On
 June 24, 2024, the Company closed a non-brokered private placement (the "June 2024
 Private Placement") with a single investor of 315,000 units of the Company (the
 "June 2024 Units"), at a price of $1.91 per June 2024 Unit, for aggregate
 gross proceeds of $0.6 million. Each June 2024 Unit consisted of one
 Common Share and one Warrant (the "June 2024 Warrants"). Each June 2024 Warrant
 is exercisable for one Common Share at a price of $2.20 until June 24, 2026.

 On September 11, 2024, the Company entered into the Smith Loan Agreement
with Mark Smith, our Chief Executive Officer, President and Executive Chairman, pursuant to which Mr. Smith agreed to make available
to the Company a non-revolving, multiple draw credit facility of up to $2.0 million. Borrowings under the Smith Loan Agreement
bear interest at a rate of 10% per annum and are subject to an establishment fee equal to 2.5% of the amount of any drawdown payable
at the time of the drawdown. Any outstanding balance on

 the Loan, including accrued interest, shall be immediately due and payable
by the Company on the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence of an event
of default thereunder (the "Due Date"). The Company can repay the Loan at any time without notice and without penalty,
but any amount of principal or interest repaid by the Company prior to the Due Date will be subject to an early payment fee of
2.5% of the value of any such payment. Amounts outstanding under the Smith Loan Agreement are secured by all of the Company's
assets pursuant to a general security agreement between the Company and Mr. Smith, dated September 11, 2024.

 Cash
Flow Considerations

 The
Company has historically relied upon debt and equity financings to finance its activities. Subject to the restrictions set forth
in the Exchange Agreement and the April 2024 Purchase Agreement, the Company may pursue additional debt and/or equity financing
in the medium term; however, there can be no assurance the Company will be able to obtain any required financing in the future
on acceptable terms.

 The
Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance
that additional funding will be available to it for current or future projects, although the Company has been successful in the
past in financing its activities through the sale of equity securities.

 The
ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions,
and its success in developing the Elk Creek Project. Any quoted market for the Common Shares may be subject to market trends generally,
notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading
price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.

 Historically,
the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration
and development plans and other contractual obligations when due. However, development and construction of the Elk Creek Project
will require substantial additional capital resources. This includes near-term funding and, ultimately, funding for Elk Creek
Project construction and other costs. See " Liquidity and Capital Resources" above, for the Company's
discussion of arrangements related to possible future financings.

 Debt
Covenants

 The
April 2024 Notes contain events of default customary for instruments of their type (with customary grace periods, as applicable)
and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect
to NioCorp, all outstanding April 2024 Notes will become due and payable immediately without further action or notice. If any
other type of event of default occurs and is continuing, then any holder may declare all of its April 2024 Notes to be due and
payable immediately. The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp's
ability to use the proceeds from the April 2024 Purchase Agreement to repay related party debt or to enter into any variable rate
transaction other than with Yorkville, subject to certain exceptions. The Company was in compliance with these covenants as of
June 30, 2024.

 Our
mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the
environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot
predict the full amount of such future expenditures. As of June 30, 2024 and 2023, we had accrued $48,000 and $48,000, respectively,
related to estimated environmental obligations.

 Forward-Looking
Statements

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

 Accounting
Developments

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

 Critical
Accounting Estimates and Recent Accounting Pronouncements

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

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

 Carrying
Value of Long-Lived Assets

 The
recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed
on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions
related to these properties. Development and/or start-up of a project will depend on, among other things, management's ability
to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever
information or circumstances indicate the potential for impairment. Key inputs include events and circumstances such as our inability
to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of
exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input
prices. Many of these inputs are subjective and are subject to uncertainty over time. Such evaluations compare estimated future
net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated
future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded, measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Where estimates of future net cash
flows are not determinable and where other conditions indicate the potential for impairment, management uses available market
information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

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

Taxes

 We
have assets, hold interests, and conduct activities in the U.S. and Canada and are subject to their tax regimes. Tax laws are
complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to review and
interpretation by taxing authorities and could be modified. Management judgment
is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance
recorded against our deferred tax assets. We consider factors such as the cumulative income or loss in recent years; reversal
of deferred tax liabilities; projected future taxable income exclusive of temporary differences;

 the character of the income tax
asset, including income tax positions; tax planning strategies and the period over which we expect the deferred tax assets to
be recovered in the determination of the valuation allowance. In the event that actual results differ from these estimates or
we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial
position and results of operations.

Instruments Carried at Fair Value

 The
fair values of our Earnout Shares, Private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value were
determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility
and expected holding periods. Changes in the estimated fair values of these liabilities may have material impacts on our results
of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our U.S. GAAP
results of operations. See Notes 9, 10, and 11c to our consolidated financial statements included in this Annual Report on Form
10-K for additional details.

 Other

 The
Company has one class of shares, being Common Shares. A summary of outstanding shares, share options, warrants, and convertible
debt option as of September 20, 2024, is set out below, on a fully diluted basis.

 Shares Outstanding

 (fully
 diluted)

 38,660,244

 Vested
 Shares (1)

 4,282,116

 Stock
 options (2)

 2,455,500

 Warrants (3)

 20,932,985

 Convertible
 Debt (4)

 1,920,173

 (1)
 Each
 exchangeable into one Common Share at any time, and from time to time, until the tenth
 anniversary of the Closing Date.

 (2)
 Each
 exercisable into one Common Share.

 (3)
 Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into
1.11829212 Common Shares, and 38,660,244 Warrants that are each exercisable into one Common Share.

 (4)
 Represents Common Shares issuable on conversion of April 2024 Notes with
an aggregate outstanding principal and accrued interest balance of $5.3 million as of September 20, 2024, at the fixed
conversion price of $2.75 per share.

 ITEM 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Interest
rate risk

 The
Company's exposure to changes in market interest rates, relates primarily to the Company's earned interest income
on cash deposits and short-term investments. The Company maintains a balance between the liquidity of cash assets and the interest
rate return thereon. The carrying amount of financial assets, net of any provisions for losses, represents the Company's
maximum exposure to credit risk.

 Foreign
currency exchange risk

 The
Company incurs expenditures in both U.S. and Canadian dollars. Canadian dollar expenditures are primarily related to engineering
and metallurgical expenses, as well as certain professional services. As a result, currency exchange fluctuations may impact the
costs of our operating activities. To reduce this risk, we maintain sufficient cash balances in Canadian dollars to fund expected
near-term expenditures.

 Commodity
price risk

 The
Company is exposed to commodity price risk related to the elements associated with the Elk Creek Project. A significant decrease
in the global demand for these elements may have a material adverse effect on our business.

 The Elk Creek Project is not in production,
and the Company does not currently hold any commodity derivative positions.

 ITEM 8.
 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the shareholders and
the Board of Directors of NioCorp Developments Ltd.

 Opinion on the Financial Statements

 We have audited the accompanying
consolidated balance sheet of NioCorp Developments Ltd. and subsidiaries (the "Company") as of June 30, 2024, the related
consolidated statements of operations and comprehensive loss, cash flows, and shareholders' equity (deficit) and redeemable noncontrolling
interest, for the year ended June 30, 2024, and the related notes (collectively referred to as the "financial statements").
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of
June 30, 2024, and the results of its operations and its cash flows for the year ended June 30, 2024, in conformity with accounting
principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements,
the Company has a working capital deficit, an accumulated deficit, and does not generate any revenue. Further, the Company does
not have sufficient cash on hand to fund normal operations or the repayment of the April 2024 Notes for the next twelve months
These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical Audit Matter

 The critical audit matter communicated
below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated
to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any
way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 April 2024 Notes and Warrants
— Refer to Notes 3, 9, and 16 to the financial statements

 Critical Audit Matter Description

 On April 12, 2024, the Company
closed a private placement of convertible promissory notes with Yorkville and Lind Global for a principal amount of $8,000,000
("April 2024 Notes"). As part of the transaction, the Company also issued warrants to the holders of the notes, which
gave the holders the right to purchase up to 615,385 common shares of NioCorp stock at a price of $3.25 per share. The notes will
mature on December 31, 2024 and the warrants will expire on April 12, 2027.

 The Company accounts for the
convertible promissory notes within Convertible Debt in current liabilities and has elected to value the notes at fair value in
accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. The Company uses a simulation model
to estimate the fair value of the convertible promissory notes and embedded features. Estimates and assumptions impacting the
fair value of the convertible promissory notes include the fair value per share of the underlying shares of common stock, the
term of the instruments, the expected volatility of the price of the underlying common stock and public warrants, the risk-free
interest rate, and the implied discount rate. The Company based the volatility assumption used to value the notes on the weighted
average of the Company's common share volatility and the implied volatility of its public warrants over a timeframe consistent
with the expected term of the instrument. As of June 30, 2024, the fair value of the convertible promissory notes was $7,089,000.

 The Company accounts for the
associated warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that at as of April 12, 2024,
the warrants should be classified as a warrant liability. The warrant liabilities are recognized at fair value at their inception
date and are remeasured each reporting period with changes in value recognized as non-operating gains and losses. The Company
uses a Black-Scholes option pricing model to determine the fair value of the warrants. Estimates and assumptions impacting the
fair value of the warrants include the fair value per share of the underlying shares of common stock, the term of the instruments,
the historical volatility of common shares and the risk-free interest rate. As of June 30, 2024, the fair value of the warrant
liability was $298,000.

 Given
the significant assumptions made by management in determining the accounting treatment for the transaction and associated fair
value of the convertible promissory notes and warrants, performing audit procedures to evaluate the reasonableness of management's
conclusions and assumptions for determining the fair value of the instruments, required a high degree of auditor judgment and
an increased extent of effort, including the need to involve our fair value specialists and professionals with expertise in accounting
for complex financial instruments.

 How the Critical Audit Matter
Was Addressed in the Audit

 Our audit procedures related
to the April 2024 Notes and Warrants included the following, among others:

 We
 evaluated management's accounting position through the following procedures:

 Obtained
 and evaluated the Company's accounting memoranda regarding the application of the
 relevant accounting guidance for private placement warrants and embedded derivative features.

 Obtained,
 read and compared the underlying terms and conditions of the relevant contracts to the
 Company's accounting memoranda and evaluated management's identification
 of significant terms and conditions for completeness and accuracy.

 the Company's conclusions regarding the accounting treatment applied to the private
 placement transaction with the assistance of professionals with expertise in accounting
 for complex financial instruments.

 Tested
 the fair value of the warrants at issuance and June 30, 2024, including the model and
 relevant assumptions.

 Independently
 calculated the loss on issuance and change in fair value between issuance and June 30,
 2024 for the convertible promissory notes and warrants.

 Confirmed
 the outstanding principal balance of the convertible promissory notes as of June 30,
 2024 with the holders of the notes.

 With
 the assistance of our fair value specialists, we:

 the reasonableness of the valuation methodologies used for the convertible promissory
 notes.

 Assessed
 the mathematical accuracy of the valuation model used for convertible promissory notes.

 assumptions including the risk-free rates, discount rates, and the volatility assumptions,
 including the underlying source information and mathematical accuracy of the calculations,
 based on a range of independent estimates that we compared to the risk-free rates, discount
 rate and the volatility assumptions selected by management to value the convertible promissory
 notes.

 Compared
 the fair value of the convertible promissory notes selected by management to an independently
 calculated value at issuance and June 30, 2024.

 the appropriateness of the volatility assumptions and use of the Black-Sholes option
 pricing model to value the warrant liability.

 the completeness and accuracy of the disclosures related to the April private placement
 transaction.

 /s/ DELOITTE & TOUCHE
LLP

 Denver, Colorado

 September 20, 2024

 We have served as the Company's
auditor since fiscal year 2024.

 Report
of Independent Registered Public Accounting Firm

 Shareholders
and Board of Directors

Developments Ltd.

 Centennial,
Colorado

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheet of NioCorp Developments Ltd. (the "Company") as of June
30, 2023, the related consolidated statement of operations and comprehensive loss, shareholders' deficit and redeemable
noncontrolling interest, and cash flows for the year then ended, and the related notes (collectively referred to as the "consolidated
financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at June 30, 2023, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern Uncertainty

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 4 to the consolidated financial statements, the Company has an accumulated deficit and suffered recurring
losses without any current revenue generating operations. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered
with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/
BDO USA, P.C.

 We
served as the Company's auditor from 2015 to 2023.

 Spokane,
Washington

 October
6, 2023

Developments Ltd.

 Consolidated
Balance Sheets

 (expressed
in thousands of U.S. dollars, except share data)

 2024

 2023

 ASSETS

 Current

 Cash and cash equivalents

 $
 2,012

 $
 2,341

 Prepaid expenses and other

 1,385

 Total current assets

 2,928

 3,726

 Non-current

 Deposits

 Investment in equity securities

 Right-of-use assets

 Land and buildings, net

 Mineral properties

 16,085

 16,085

 Total assets

 $
 20,070

 $
 20,930

 LIABILITIES

 Current

 Accounts payable and accrued liabilities

 $
 1,843

 $
 3,491

 Warrant liabilities, at fair value

 2,365

 -

 Convertible debt

 7,660

 -

 Operating lease liability

 Total current liabilities

 11,964

 3,562

 Non-current

 Convertible debt

 -

 10,561

 Warrant liabilities, at fair value

 1,651

 4,989

 Earnout liability, at fair value

 3,817

 10,521

 Operating lease liability

 Total liabilities

 17,536

 29,797

 Commitments and contingencies

 Redeemable noncontrolling interest

 1,534

 2,100

 SHAREHOLDERS' EQUITY (DEFICIT)

 Common stock, no par value, unlimited shares authorized; 38,062,647 and 31,202,131 shares outstanding, respectively

 163,823

 140,421

 Accumulated deficit

 ( 161,912
)

 ( 150,477
)

 Accumulated other comprehensive loss

 ( 911
)

 ( 911
)

 Total shareholders' equity(deficit)

 1,000

 ( 10,967
)

 Total liabilities, redeemable noncontrolling interest, and shareholders' equity (deficit)

 $
 20,070

 $
 20,930

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

Developments Ltd.

 Consolidated
Statements of Operations and Comprehensive Loss

 For the year
ended June 30,

 2024

 2023

 Operating expenses

 Employee related costs

 $
 3,509

 $
 2,323

 Professional fees

 3,533

 2,581

 Exploration expenditures

 2,552

 5,348

 Other operating expenses

 4,163

 27,158

 Total operating expenses

 13,757

 37,410

 Change in fair value of earnout shares liability

 ( 6,704
)

 ( 2,674
)

 Change in fair value of warrant liabilities

 ( 1,875
)

 1,414

 Change in fair value of convertible notes

 2,542

 -

 Loss on debt extinguishment

 -

 1,922

 Interest expense

 4,490

 2,336

 Foreign exchange loss (gain)

 ( 31
)

 Other gains

 ( 147
)

 ( 13
)

 Loss on equity securities

 Loss before income taxes

 ( 12,037
)

 ( 40,612
)

 Income tax benefit

 ( 139
)

 ( 304
)

 Net loss

 ( 11,898
)

 ( 40,308
)

 Net loss attributable to redeemable noncontrolling interest

 Net loss attributable to the Company

 $
)

 $
 ( 40,080
)

 Other comprehensive loss:

 Net loss

 $
 ( 11,898
)

 $
 ( 40,308
)

 Other comprehensive gain:

 Reporting currency translation

 -

 ( 82
)

 Total comprehensive loss

 ( 11,898
)

 ( 40,226
)

 Comprehensive loss attributable to redeemable noncontrolling interest

 Comprehensive loss attributable to the Company

 $
)

 $
 ( 39,998
)

 Loss per common share, basic and diluted

 $
 ( 0.31
)

 $
 ( 1.34
)

 Weighted average common shares outstanding

 34,320,024

 28,705,840

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

 Consolidated Statements of Cash Flows

 (expressed in thousands of U.S. dollars)

 For the year
ended June 30,

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss for the period

 $
 ( 11,898
)

 $
 ( 40,308
)

 Adjustments for:

 Initial valuation of earnout shares liability

 -

 13,195

 Change in valuation of earnout shares liability

 ( 6,704
)

 ( 2,674
)

 Initial valuation of warrant liabilities

 -

 2,987

 Change in valuation of warrant liabilities

 ( 1,875
)

 1,414

 Change in fair value of convertible note

 2,542

 -

 Accretion of convertible debt

 4,490

 2,157

 Share-based compensation

 2,881

 1,794

 Loss on debt extinguishment

 -

 1,422

 Yorkville share issuances

 Foreign exchange loss

 -

 Depreciation

 Unrealized loss on equity securities

 Noncash lease activity

 ( 12
)

 Other gains

 ( 148
)

 ( 13
)

 ( 10,580
)

 ( 19,171
)

 Change in working capital items:

 Prepaid expenses

 ( 985
)

 Accounts payable and accrued liabilities

 ( 1,621
)

 2,861

 Net cash used in operating activities

 ( 11,732
)

 ( 17,295
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Proceeds from sale of assets

 -

 Net cash provided by investing activities

 -

 CASH FLOWS FROM FINANCING ACTIVITIES

 Issuance of debt, net of costs

 6,935

 14,857

 Proceeds from issuance of capital stock

 6,185

 2,499

 Related party debt draws

 -

 1,130

 Related party debt repayments

 -

 ( 3,130
)

 Debt repayments

 ( 1,512
)

 ( 515
)

 Share issue costs

 ( 205
)

 ( 204
)

 Net cash provided by financing activities

 11,403

 14,637

 Exchange rate effect on cash and cash equivalents

 -

 ( 302
)

 Change in cash and cash equivalents during period

 ( 329
)

 ( 2,939
)

 Cash and cash equivalents, beginning of period

 2,341

 5,280

 Cash and cash equivalents, end of period

 $
 2,012

 $
 2,341

 Supplemental cash flow information:

 Amounts paid for interest

 $
 -

 $

 Non-cash investing and financing transactions:

 Conversion of debt for common shares

 $
 14,479

 $
 5,175

 Recognition of operating lease liabilities

 -

 Value of warrants issued

 -

 3,337

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

 Consolidated Statements of Shareholders' Equity (Deficit) and Redeemable Noncontrolling
Interest

 (expressed in thousands of U.S. dollars, except share data)

 Common Shares Outstanding

 Common Stock

 Accumulated Deficit

 Accumulated Other Comprehensive Loss

 Total

 Redeemable Noncontrolling Interest

 Balance, June 30, 2022

 27,667,060

 $
 129,055

 $
 ( 110,397
)

 $
 ( 993
)

 $
 17,665

 $
 -

 Exercise of options

 265,138

 -

 -

 -

 Fair value of warrants granted

 -

 3,338

 -

 -

 3,338

 -

 Common Shares issued in the GXII Transaction

 1,753,821

 -

 -

 -

 -

 -

 Commitment shares issued

 81,213

 -

 -

 -

 Registered direct offering – May 2023

 314,465

 2,000

 -

 -

 2,000

 -

 Shares issued under the Yorkville equity facility

 100,000

 -

 -

 -

 Debt conversions

 1,020,434

 5,604

 -

 -

 5,604

 -

 Share issuance costs

 -

 ( 204
)

 -

 -

 ( 204
)

 -

 Redeemable noncontrolling interest

 -

 ( 2,328
)

 -

 -

 ( 2,328
)

 2,328

 Share-based compensation

 -

 1,794

 -

 -

 1,794

 -

 Reporting currency presentation

 -

 -

 -

 -

 Loss for the year

 -

 -

 ( 40,080
)

 -

 ( 40,080
)

 ( 228
)

 Balance, June 30, 2023

 31,202,131

 $
 140,421

 $
 ( 150,477
)

 $
 ( 911
)

 $
 ( 10,967
)

 $
 2,100

 Exercise of options

 7,800

 -

 -

 -

 -

 -

 Private placements

 978,432

 2,995

 -

 -

 2,995

 -

 Yorkville equity facility draws

 1,358,000

 3,398

 -

 -

 3,398

 -

 Debt conversions

 4,232,592

 14,479

 -

 -

 14,479

 -

 Share issuance costs

 -

 ( 204
)

 -

 -

 ( 204
)

 -

 Option liability valuations

 -

 ( 148
)

 -

 -

 ( 148
)

 -

 Exchange of Class B shares

 283,692

 -

 -

 ( 103
)

 Share-based compensation

 -

 2,779

 -

 -

 2,779

 -

 Loss for the year

 -

 -

)

 -

)

 ( 463
)

 Balance, June 30, 2024

 38,062,647

 $
 163,823

 $
 ( 161,912
)

 $
 ( 911
)

 $
 1,000

 $
 1,534

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

 1.
 DESCRIPTION
 OF BUSINESS

Developments Ltd. (the "Company" or "NioCorp") was incorporated on February 27, 1987, under the laws of
the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development
of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the "Elk Creek Project")
located in southeastern Nebraska.

 As
further discussed in Notes 5, 9, 10, and 11, on March 17, 2023 (the "Closing Date"), the Company closed the GXII Transaction
(as defined below) with GX Acquisition Corp. II ("GXII"), pursuant to the Business Combination Agreement, dated September
25, 2022 (the "Business Combination Agreement"), among the Company, 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 the Business Combination Agreement, including the GXII Transaction, the Yorkville Financings and the Reverse Stock Split (as
defined below), are referred to, collectively, as the "2023 Transactions."

 The
GXII Transaction was accounted for as an equity raise transaction in accordance with generally accepted accounting principles
of the United States of America ("U.S. GAAP"). Under this method of accounting, GXII is treated as the "acquired"
company for financial reporting purposes. Accordingly, the GXII Transaction is treated as the equivalent of NioCorp issuing common
shares, no par value, of the Company ("Common Shares") for the assets and liabilities of GXII. The net assets of GXII
are stated at historical cost, with no goodwill or other intangible assets recorded.

 The
Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to
construction and commercial operation. As further discussed in Note 4, these matters raise substantial doubt about the Company's
ability to continue as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining
additional financing and maintaining continued support from its shareholders and creditors.

 2.
 BASIS
 OF PREPARATION

 a)
 Basis
 of Preparation and Consolidation

 These
consolidated financial statements have been prepared in conformity with U.S. GAAP and the rules and regulations of the U.S. Securities
and Exchange Commission. The consolidated financial statements include the consolidated accounts of the Company and its wholly
owned subsidiaries with all significant intercompany transactions eliminated. Certain transactions include reference to Canadian
dollars ("C$") where applicable.

 These
consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table. All
intercompany transactions and balances have been eliminated.

 Subsidiary

 Jurisdiction
 of incorporation

 Ownership
 at June 30,

 2024

 2023

 0896800 BC Ltd. ("0896800")

 British
 Columbia, Canada

 100 %

 100 %

 Elk
 Creek Resources Corp.

 Nebraska,
 USA

 N/A

 100 %

 Elk
 Creek Resources Corp. ("ECRC")

 Delaware,
 USA

 79.7 % (1)

 79.1 % (1)

 Technologies Limited

 United
 Kingdom

 100 %

 NA

 (1)
 Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596
Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively.

 b)
 Use
 of Estimates

 The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date
of the consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company regularly
evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, convertible
debt valuations, earnout valuation, derivative liabilities, warrant liabilities, and share-based compensation. The Company bases
its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable
under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results
experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material
differences between estimates and the actual results, future results of operations will be affected.

 3.
 SIGNIFICANT
 ACCOUNTING POLICIES

 a)
 Development
 Stage Issuer

 The
Company is considered to be a development stage issuer under Subpart 1300 of Regulation S-K of the United States Securities Act
of 1933, as amended ("S-K 1300"), and it devotes substantially all of its efforts to acquiring and exploring mining
interests that management believes should eventually provide sufficient net profits to sustain the Company's existence.
Until such interests are engaged in commercial production, the Company will continue to seek additional funding to support the
completion of its exploration and development activities. The Company's activities are subject to significant risks and
uncertainties, including its ability to secure sufficient funding to continue operations, to obtain proven and probable reserves,
to comply with industry regulations and obtain permits necessary for development of the Elk Creek Project, as well as environmental
risks and market conditions.

 b)
 Cash
 and Cash Equivalents

 Cash
and cash equivalents include cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90
days or less, and money market funds. The Company maintains the majority of its cash balances with two financial institutions.
Accounts at banks in the United States ("U.S.") are insured by the Federal Deposit Insurance Corporation ("FDIC")
up to $250, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation ("CDIC") up
to C$100. At June 30, 2024, the Company had $1,406 and $0 in excess of the FDIC and CDIC insured limits, respectively.

 c)
 Foreign
 Currency Translation

 Functional
and reporting currency

 Items
included in the financial statements of each of the Company's entities are measured using the currency of the primary economic
environment in which the entity operates ("the functional currency").

 The
reporting currency for these consolidated financial statements is U.S. dollars.

in functional currency

 Prior
to March 17, 2023, the Company's functional currency was the Canadian dollar. The Company re-assessed its functional currency
and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S. dollar based on significant
changes in economic facts and circumstances in our organization. The change in functional currency was accounted for prospectively
from March 17, 2023 and prior-period consolidated financial statements were not restated for the change in functional currency.

 For
both monetary and non-monetary assets and liabilities, translated balances as of March 17, 2023 became the new accounting basis.
The exchange rate on the date of change became the historical rate at which non-monetary assets and liabilities were translated
in subsequent periods. There was no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded
cumulative translation adjustments were not reversed.

 The
functional currency for the Company's Canadian subsidiary, 0896800 BC Ltd., which has no independent operations from its
parent, also changed from the Canadian dollar to the U.S. dollar. The functional currency for Elk Creek Resources Corp. remains
as the U.S. dollar.

 Transactions
in foreign currency

 Transactions
made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates
of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to
the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical
rates. Foreign currency translation gains and losses are included in profit or loss.

 Translation
to reporting currency

 Translation
gains and losses from the application of the U.S. dollar as the reporting currency for all periods prior to March 17, 2023 (when
the Canadian dollar was the functional currency) are included as part of cumulative currency translation adjustment, which is
reported as a component of shareholders' equity under accumulated other comprehensive loss.

 d)
 Properties

property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include
cash consideration and the fair market value of Common Shares issued as consideration. Properties acquired under option agreements,
whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such
time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be
economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Company's
board of directors (the "Board") has approved the commencement of formal development activities, development costs
related to such reserves and incurred after such board approval will be considered for capitalization. The establishment of proven
and probable reserves is based on results of feasibility studies, which indicate whether a property is economically feasible.
Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of
production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered
uneconomic for the foreseeable future are written off.

 The
recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed
on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions
related to these properties. Development and/or start-up of a project will depend on, among other things, management's ability
to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever
information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability
to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of
exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input
prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted
basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property,
an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions
indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess
if the carrying value can be recovered and to estimate fair value. There was no impairment recorded to mineral properties as of
June 30, 2024 or 2023, respectively.

 e)
 Long
 Lived Assets

 Long-lived
assets, other than mineral properties, held and used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability
of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.
If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair

 value of the assets. Assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell. There was no impairment recorded to long-lived assets as of June 30, 2024 or 2023, respectively.

 f)
 Leases

 Under
Accounting Standards Codification ("ASC") 842, Leases, we determine if a contractual arrangement is, or contains,
a lease at the inception date. Right-of-use ("ROU") assets and liabilities related to operating leases are separately
reported in the consolidated balance sheets. The Company currently has no finance leases.

 ROU
assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments
over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate
in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available
at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to
the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets
also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets
and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise
that option.

 Lease
liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term.
For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense
over the lease term. Variable lease expenses are recorded when incurred.

 g)
 Convertible
 Debt Carried at Fair Value

 With regard to the Company's debt related to the convertible promissory notes issued in April 2024 (as further discussed in
Note 9), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives
and Hedging ("ASC 815"). Under ASC 815-15-25, an election can be taken at the inception of a financial instrument
to account for the instrument at fair value. The notes were recorded at fair value at inception and assessed quarterly thereafter
using a Monte Carlo simulation methodology which incorporates multiple conversion scenarios. All changes in fair value subsequent
to the initial recording, excluding the impact of the change in fair value related to the Company's own credit risk, are
recorded as a component of non-operating income/expense, within Change in fair value of convertible debt in the consolidated statements
of operations. Changes in fair value related to the Company's own credit risk, if any, are recorded through other comprehensive loss.

 h)

 We
apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty.
For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC
480, Distinguishing Liabilities from Equity, and ASC 815, to assist in the determination of whether the warrants should
be classified as liabilities or equity. The fair value of warrants is estimated using Black Scholes modeling or Monte Carlo modeling,
depending on the settlement features embedded in the warrant. Inputs under both models include inputs such as NioCorp's
Common Share price, the risk-free interest rate, the expected term, the volatility, and the dividend rate. Warrants that are determined
to require liability classifications are measured at fair value upon issuance and are subsequently remeasured to their then fair
value at each subsequent reporting period with changes in fair value recorded in current earnings. Warrants that are determined
to require equity classifications measured at fair value upon issuance and are not subsequently remeasured unless they are required
to be reclassified.

 i)
 Earnout

 Earnout
Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Earnout Shares
are measured at fair value upon issuance and subsequently remeasured at each reporting period using a Monte Carlo simulation methodology,
which includes inputs such as NioCorp's Common Share price, the risk-free interest rate, the expected term, the weighted
average of historical Common Share volatility and implied volatility underlying the Company's Public Warrants, the dividend
rate, the conversion price, and the number of Earnout Shares outstanding. Assumptions used in the model are subjective and require
significant judgment.

 j)
 Instruments

 The
Company's financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and
accrued liabilities, notes payable, convertible debt, and the related party loan. It is management's opinion that the Company
is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these
instruments approximate their carrying value unless otherwise noted.

 k)
 Concentration
 of Credit Risk

 The
financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments
or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Santa Clara, California.
As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions.

 l)
 Asset
 Retirement Obligation

 The
Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and
evaluation activities. The estimated costs associated with environmental remediation obligations are accrued in the period in
which the liability is incurred if it is reasonably estimable or known. Until such time that a project life is established, the
Company records the corresponding cost as an exploration stage expense and has accrued $ 48 as an accrued liability related to
estimated obligations as of June 30, 2024 (2023 - $ 48).

 Future
reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature
of the Elk Creek Project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application
of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically
reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially
changed becomes available. Changes in estimates are reflected in the consolidated statement of operations and comprehensive loss
in the period an estimate is revised.

 m)
 Taxes

taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25, "Income Taxes – Recognition."
 Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between
the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded
against deferred tax assets if management does not believe the Company has met the "more likely than not" standard
imposed by ASC 740-10-25-5 to allow recognition of such an asset. ASC 740-10-50, "Income Taxes – Disclosure,"
requires the Company to evaluate its income tax positions and recognize a liability for uncertain tax positions that are not more
likely than not to be sustained by tax authorities. As of June 30, 2024 and 2023, the Company believes it had no income tax uncertainties
that required recognition of a liability. If the Company were to determine that uncertain tax positions meet the criteria for
recognition, an estimated liability and related interest and penalties would be recognized as income tax expense.

 n)
 Reverse
 Stock Split

 On
March 17, 2023, the Company effected a reverse stock split (the "Reverse Stock Split") on the basis of one (1) post-Reverse
Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding, with any fractional
shares resulting from the Reverse Stock Split rounded down to the nearest whole share. Immediately after the Reverse Stock Split,
there were 30,000,442 Common Shares issued and outstanding. All references to share and per share amounts (excluding authorized
shares) in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the Reverse
Stock Split.

 o)
 Redeemable
 Noncontrolling Interest

 Redeemable
Noncontrolling Interest refers to non-controlling interest associated with the Vested Shares that are redeemable upon the occurrence
of an event that is not solely within the Company's control and is reported in the mezzanine section between total liabilities
and shareholders' deficit, as temporary equity in the Company's consolidated balance sheets. The Company's non-controlling
interest is redeemable at fair value, and no adjustment to the earnings per share numerator is required because redemption at
fair value is not considered an economic distribution different from other common stockholders.

 p)
 Basic
 and Diluted Per Share Disclosure

 Basic
earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted average number
of Common Shares outstanding during the period. The Company considers Vested Shares and Released Earnout Shares (each as defined
in Note 10), to be participating securities, requiring the use of the two-class method. Diluted earnings (loss) per share represents
net earnings (loss) attributable to common shareholders divided by the weighted average number of Common Shares outstanding, inclusive
of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable.

 The
Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation
of loss per share. The following table sets forth the computation of the Company's basic and diluted net loss per share
attributable to common shareholders:

 2024

 2023

 Net loss

 $
 (11,898
)

 $
 ( 40,308
)

 Adjust: Net loss attributable to noncontrolling interest

 (251

 Net loss available to participating securities

 ( 11,440
)

 ( 40,057
)

 Net loss attributable to Vested Shares

 1,528

 Net loss attributed to common shareholders - basic and diluted

 $
 ( 10,473
)

 $
 ( 38,529
)

 Denominator:

 Weighted average shares outstanding – basic and diluted

 34,320,024

 28,705,840

 Loss per Common Share outstanding – basic and diluted

 $
 ( 0.31
)

 $
 ( 1.34
)

 The
following shares underlying options, warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods
presented and, therefore, were excluded from the dilutive securities computation for the years ended June 30, 2024 and 2023, as
indicated below.

 Schedule of excluded from the dilutive securities

 2024

 2023

 Excluded potentially dilutive securities (1)(2):

 Options

 2,495,500

 1,541,500

 18,563,561

 18,816,304

 Convertible debt

 2,849,000

 2,871,660

 Total potentially dilutive securities

 23,908,061

 23,229,464

 (1)

 The
 number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as
 of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations
 as required if the securities were dilutive.

 (2)

 Earnout
 Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period.

 q)

 Share
 Based Compensation

 The
Company grants stock options to directors, officers, employees, and business advisors. Option terms and vesting conditions are
at the discretion of the Board. Prior to March 31, 2023, the option exercise price was equal to the closing market price on The
Toronto Stock Exchange (the "TSX") on the day preceding the date of grant. Effective March 21, 2023, the option exercise
price is equal to the closing market price on the Nasdaq Stock Market LLC ("Nasdaq") on the day preceding the date
of the grant.

 The
Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company recognizes forfeitures
as they occur.

 r)
 Recent
 Accounting Standards

 Issued
and Not Effective

 In
November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through
enhanced disclosures about significant expenses. The amendments will require public entities to disclose significant segment expenses
that are regularly provided to the chief operating decision maker and included within segment profit and loss. The amendments
are effective for the Company's annual periods beginning July 1, 2024, and interim periods beginning July 1, 2025, with
early adoption permitted, and will be applied retrospectively to all prior periods presented in the financial statements. The
Company has evaluated the ASU and has determined that implementation will have limited impact on the Company's disclosures.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes
amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation
categories and income taxes paid by jurisdiction. The amendments are effective for the Company's annual periods beginning
June 1, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently
evaluating the ASU to determine its impact on the Company's disclosures.

 From
time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective
date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a
material impact on the Company's consolidated financial statements upon adoption.

 4.
 GOING
 CONCERN ISSUES

 The
Company incurred a net loss of $ 11,435 for the year ended June 30, 2024 (2023 - $ 40,080) and had a working capital deficit of
$ 9,036 and an accumulated deficit of $ 161,912 as of June 30, 2024. As a development stage issuer, the Company has not yet commenced
its mining operations and accordingly does not generate any revenue. As of June 30, 2024, the Company had cash of $ 2,012, which
will not be sufficient to fund normal operations or the repayment of the April 2024 Notes for the next twelve months. These conditions
and events raise substantial doubt about the Company's ability to continue as a going concern.

 In
response to these conditions and events, the Company plans to obtain additional financing. Subject to the conditions discussed
in Note 11d, NioCorp expects to have access to up to $ 59,269 in net proceeds from the Standby Equity Purchase Agreement, dated
January 26, 2023 (the "Yorkville Equity Facility Financing Agreement"), between the Company and YA II PN, Ltd., an
investment fund managed by Yorkville Advisors Global, LP ("Yorkville"), through April 1, 2026. In addition, the Company
may pursue additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance
it will be able to do so in the future. Other than the potential issuance of Common Shares under the Yorkville Equity Facility
Financing Agreement, the Company did not have any further funding commitments or arrangements for additional financing as of June
30, 2024. The Company's plans to obtain additional financing have not been finalized, are subject to market conditions,
and are not within the Company's control and therefore cannot be deemed probable. Further, the Company will be required
to raise additional funds for the construction and commencement of operations. As a result, the Company has concluded that management's
plans do not alleviate substantial doubt about the Company's ability to continue as a going concern.

 5.
 2023
 GXII TRANSACTION

to the Business Combination Agreement, the following transactions (collectively, the "GXII Transaction") occurred
on the Closing Date:

 As a
 result of a series of transactions, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name to
 "Elk Creek Resources Corp" ("ECRC").

 As the
 parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split Common Shares in exchange for all of
 the Class A shares of GXII issued and outstanding immediately prior to the Closing, including 83,770 Common Shares issued
 to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.

 All
 of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender
 of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the "Sponsor
 Support Agreement"), among GX Sponsor II LLC (the "Sponsor"), GXII, NioCorp and the other persons party
 thereto) were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity
 of the mergers that occurred on the Closing Date as part of the GXII Transaction. Pursuant to the Business Combination Agreement,
 the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise
 modified, the "Exchange Agreement"), by and among NioCorp, ECRC and the Sponsor, 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. See Note 10 for additional information regarding the Class B common stock of ECRC.

 assumed GXII's obligations under the agreement (the "GXII Warrant Agreement") governing the GXII share purchase
 warrants (the "GXII Warrants") and issued an aggregate of 15,666,626 warrants (the "NioCorp Assumed Warrants")
 to purchase up to an aggregate of 17,519,864 Common Shares. See Note 11c for additional information regarding the NioCorp
 Assumed Warrants.

 After
the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became
available to the Company. The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements
of Operations and Comprehensive Loss for the year ended June 30, 2023:

 Gross cash proceeds, net of transaction costs incurred by GXII

 $
 2,168

 Less:

 Cash costs associated with the 2023 Transactions:

 Net liabilities assumed

 Yorkville Equity Facility Financing Agreement – cash costs

 1,996

 Transaction costs expensed

 6,715

 Non-cash costs associated with the 2023 Transactions:

 Private Warrants assumed at fair value

 2,987

 Earnout Shares assumed at fair value

 13,195

 Yorkville Equity Facility Financing Agreement – shares issued

 Total transaction related losses incurred

 $
 23,767

 The
number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows:

 Common Shares

 Percentage

 Legacy NioCorp Shareholders

 28,246,621

 93.90
 %

 Former GXII Class A Shareholders (1)

 1,753,821

 5.83
 %

 Other (2)

 81,213

 0.27
 %

 Total Common Shares Outstanding Upon Completion of 2023 Transactions

 30,081,655

 %

 (1)

 Includes
 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory
 services.

 (2)

 Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement.

 In
connection with the GXII Transaction, the Company also closed the Yorkville Convertible Debt Financing and the Yorkville Equity
Facility Financing, as discussed in Notes 9 and 11d.

 6.
 LAND
 AND BUILDINGS, NET

 Schedule of properties

 2024

 2023

 Cost

 Accumulated Depreciation

 Net

 Cost

 Accumulated Depreciation

 Net

 Land

 $

 $
 -

 $

 $

 $
 -

 $

 Buildings and other

 $

 $

 $

 $

 $

 $

 7.
 MINERAL
 PROPERTIES

properties consist of original acquisition costs and purchased mineral rights related to the Elk Creek Project.

 In
addition to the land and mineral rights currently owned by the Company, the property interests of Elk Creek include eight prepaid
mineral exploration option-to-purchase agreements and include a pre-determined buyout for permanent ownership of the mineral and/or
surface rights. Terms of the agreements require no further significant payments, and the Company may negotiate lease extensions
or elect to purchase the mineral and/or surface rights any time. Agreements that allow for the purchase of mineral rights contain
provisions whereby the landowners would retain a 2% net smelter return.

 8.
 ACCOUNTS
 PAYABLE AND ACCRUED LIABILITIES

 Schedule of account payable and accrued liabilities

 2024

 2023

 Accounts payable, trade

 $
 1,417

 $
 1,990

 Trade payable accruals

 1,324

 Income taxes payable

 -

 Environmental accruals

 Loan origination fees payable to related party

 Total accounts payable and accrued liabilities

 $
 1,843

 $
 3,491

 9.
 CONVERTIBLE
 DEBT

 Schedule
of convertible debt

 2024

 2023

 Current Portion

 Yorkville convertible debentures:

 $

 $
 -

 April 2024 notes

 7,089

 -

 Total Current Portion

 $
 7,660

 $
 -

 Noncurrent Portion – Yorkville convertible debenture

 $
 -

 $
 10,561

 Lind
III Convertible Security

 On
February 16, 2021, the Company issued to Lind Global Asset Management III, LLC ("Lind"), an entity managed by The
Lind Partners, the convertible security (the "Lind III Convertible Security") pursuant to the Convertible Security
Funding Agreement, dated February 16, 2021, as amended by Amendment #1 to the Convertible Security Funding Agreement, dated December
2, 2021, between the Company and Lind (as amended, the "Lind III Agreement"). The Lind III Convertible Security had
a face value of $ 11,700 (representing $10,000 in funding plus an implied 8.5 % interest rate per annum for the term of the Lind
III Convertible Security). After deducting a $ 350 commitment fee as set forth in the Lind III Agreement, NioCorp received net
proceeds of $ 9,650 from the funding of the Lind III Convertible Security. The Company used a portion of the proceeds from the
funding of the Lind III Convertible Security to purchase a key land parcel associated with the Company's Elk Creek Project,
with the remainder spent for general corporate purposes.

 The
Lind III Convertible Security had a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the
Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable
premium) in accordance with the terms of the Lind III Agreement, whichever is earlier.

to the Lind III Agreement, Lind was entitled to convert the Lind III Convertible Security into Common Shares in monthly installments
over its term at a price per Common Share equal to 85% of the volume-weighted average price Common Shares on the TSX for the five
trading days immediately preceding to the date on which Lind provides notice to the Company of its election to convert. The Lind
III Agreement provided that Common Shares issuable upon conversion, together with the number of Common Shares issued upon exercise
of Warrants, shall not exceed 4,358,800 Common Shares.

 On
February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 855,800
Common Share purchase warrants, exercisable at a price per Common Share of C$ 9.70, expiring February 19, 2025 (the "Lind
III Warrants"), to Lind pursuant to the Lind III Agreement.

 The
Company identified embedded derivatives in the Lind III Convertible Security that were evaluated to be immaterial at both the
closing date and at June 30, 2024 and 2023, respectively.

 The
Company allocated the net proceeds of $ 9,477 from the Lind III Convertible Security as follows:

 $1,712
 was allocated to Common Stock, representing the fair value of the Lind III Warrants based on the Black Scholes pricing model
 using a risk-free interest rate of 0.40 %, an expected dividend yield of 0 %, a volatility of 51.60 %, and an expected life of
 4.0 years.

 $ 7,938 was allocated
to the convertible debt liability. Transaction costs of $ 173, in addition to a commitment fee of $ 350, were recognized as a direct
deduction from the debt liability, resulting in a net opening balance of $7,765. This balance was accreted up to the face value
of the Lind III Convertible Security at maturity using the effective interest method and recorded as non-cash interest expense
in the consolidated
statement of operations and comprehensive loss.

in the Lind III Convertible Security are as follows:

 For
 the year ending

June 30, 2023

 Beginning
 balance

 $

 2,169

 Fair
 value increase due to debt extinguishment

 Conversions

 ( 1,950

)

 Accretion
 expense

 Payment
 at maturity

 ( 515

)

 Balance, June
 30, 2023

 $

 -

 On
September 25, 2022, the Company and Lind entered into the Waiver and Consent Agreement, dated September 25, 2022, between the
Company and Lind (the "Lind Consent"), which included the following principal terms: (i) the consent of Lind to the
GXII Transaction disclosed in Note 5 and Yorkville Financings disclosed below and in Note 11d, including all actions taken by
NioCorp as set out in the Business Combination Agreement to permit the completion of the 2023 Transactions; (ii) the consent of
Lind to NioCorp's expected cross-listing to the Nasdaq and the consolidation of the Common Shares in order to meet the minimum
listing requirements thereof; (iii) the waiver of Lind of its participation right for up to 15% of the total offering in the Yorkville
Equity Facility Financing; and (iv) the waiver of Lind of certain restrictive covenants in the Lind III Agreement.

 As consideration for entering into the
Lind Consent, Lind received, amongst other things: (i) the right to receive a payment of $500, which would have been reduced to
$200 if the 2023 Transactions had not been consummated on or before April 30, 2023 (collectively, the "Consent Payment");
(ii) an extension of its existing participation rights under the Lind III Agreement in future financings of NioCorp for a further
two-year period, subject to certain exceptions as well as an extension of such participation rights beyond the additional two-year
period if Yorkville or any affiliate is a party to any such applicable transaction; and (iii) the right to receive additional Warrants
(the "Contingent Consent Warrants") if on the date that is 18 months following the Closing Date, the closing trading
price of the Common Shares on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00
(on a post-Reverse Stock Split basis), subject to adjustments. The number of Contingent Consent Warrants to be issued, if any,
is based on the Canadian dollar equivalent (based on the then current Canadian to U.S. dollar exchange rate as reported by Bloomberg,
LP) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance, unless otherwise
agreed. Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants
currently held by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants. The Lind Consent was
signed as an amendment to the existing Lind III Agreement.

determined that the Lind Consent should be evaluated using ASC 470, which requires an evaluation of the contract amendment under
debt modification guidance. The Company performed a comparison of the discounted cash flows of the Lind III Convertible Security
pursuant to the existing Lind III Agreement and pursuant to the Lind III Agreement as amended by the Lind Consent and determined
that a debt extinguishment loss of $201 had occurred. Further, ASC 470 requires that the minimum estimated Consent Payment of
$200 also be included in the calculation of the initial loss on debt extinguishment. The Company also evaluated the Contingent
Consent Warrant feature included in the Lind Consent and determined that the Contingent Consent Warrants meet the criteria to
be considered separate, freestanding instruments, should be accounted for as a liability under ASC 480, and should be booked at
fair value on the date of the Lind Consent, with subsequent changes in valuation recorded as a non-operating gain or loss in the
consolidated statement of operations and comprehensive loss. The following table summarizes the components of the initial loss
and final loss on extinguishment:

 The following table summarizes the components of the initial loss and final loss on extinguishment:

 Component
 of loss

 Minimum
 Consent Payment at inception

 $

 Loss on debt extinguishment

 fair value of Contingent Consent Warrants

 1,221

 loss on debt extinguishment

 1,622

 Additional
 Consent Payment booked (1)

 Total
 loss on debt extinguishment

 $

 1,922

 (1)

 the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March
 17, 2023.

 The
change in the fair value of the Contingent Consent Warrants is presented below:

 valuation, September 25, 2022

 $

 1,221

 in valuation

 Valuation
 at June 30, 2023

 1,710

 in valuation

 $

 Valuation
 at June 30, 2024

 2,365

 The
Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation
pricing model, which calculates multiple potential outcomes for future share prices based on historic volatility of the Common
Shares to determine the probability of issuance at 18 months following the applicable valuation date and to determine the value
of the Contingent Consent Warrants. The following table discloses the primary inputs into the Monte Carlo model at each valuation
date, and the probability of issuance calculated by the model.

 Schedule of valuation date and the probability calculated

 Key
 Valuation Input

 June
30,

 2024

 June
30,

 2023

 September 25,

 2022

 Share
 price on valuation date

 $

 1.73

 $

 5.03

 $

 7.82

 Volatility

 68.0

 %

 63.0

 %

 62.4

 %

 Risk
 free rate

 4.40

 %

 4.11

 %

 3.93

 %

 Probability
 of issuance

 100.0

 %

 80.8

 %

 59.4

 %

 Loss
on debt extinguishment is presented as a non-operating expense in the Company's consolidated statements of operations and
comprehensive loss. This accounting also resulted in a decrease in the amount of accretion to be recognized over the remaining
life of the Lind III Convertible Security through February 2023. Accretion expenses are disclosed as a part of interest expense,
which is not included as a component of operating costs.

 Yorkville
Convertible Debentures

 In
connection with the GXII Transaction, on January 26, 2023, NioCorp entered into definitive agreements with respect to the Yorkville
Financings, including a Securities Purchase Agreement, dated January 26, 2023 (as amended the "Yorkville Convertible Debt
Financing Agreement"), between the Company and Yorkville, and a Standby Equity Purchase Agreement, dated January 26, 2023
(the "Yorkville Equity Facility Financing Agreement"), between the Company and Yorkville.

to the Yorkville Convertible Debt Financing Agreement, at the Closing, Yorkville advanced a total amount of $15,360 to NioCorp
in consideration of the issuance by NioCorp to Yorkville of (i) $ 16,000 aggregate principal amount of unsecured convertible debentures
(the "Convertible Debentures") and (ii) Common Share purchase warrants, exercisable for up to 1,789,267 Common Shares
for cash or, if at any time there is no effective registration statement registering, or no current prospectus available for,
the resale of the underlying Common Shares, on a cashless basis, at the option of the holder, at a price per Common Share of approximately
$ 8.9422, subject to adjustment to give effect to any stock dividend, stock split, reverse stock split or similar transaction (the
"Financing Warrants").

 Each
Convertible Debenture issued under the Yorkville Convertible Debt Financing Agreement is an unsecured obligation of NioCorp, has
an 18-month term from the Closing Date, which may be extended for one six-month period in certain circumstances at the option
of NioCorp, and incurs a simple interest rate obligation of 5.0 % per annum (which will increase to 15.0 % per annum upon the occurrence
of an event of default). The outstanding principal amount of, accrued and unpaid interest, if any, on, and premium, if any, on
the Convertible Debentures must be paid by NioCorp in cash when the same becomes due and payable under the terms of the Convertible
Debentures at their stated maturity, upon their redemption or otherwise.

 Subject
to certain limitations contained within the Yorkville Convertible Debt Financing Agreement and the Convertible Debentures, including
those as described below, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued
and unpaid interest, if any, on each Convertible Debenture, in whole or

 in part, from time to time over their term, into a number
of Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided
by the Conversion Price. The "Conversion Price" means, as of any Conversion Date (as defined below) or other date
of determination, the greater of (i) 90% of the average of the daily U.S. dollar volume-weighted average price of the Common Shares
on the principal U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading
days immediately preceding the date on which the holder exercises its conversion right in accordance with the requirements of
the Yorkville Convertible Debt Financing Agreement (the "Conversion Date") or other date of determination, but not
lower than the Floor Price (as defined below), and (ii) the five-day volume-weighted average price of the Common Shares on the
TSX (or on the principal U.S. market if the majority of the trading volume and value of the Common Shares occurred on Nasdaq during
the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination
less the maximum applicable discount allowed by TSX. The "Floor Price" means a price of $2.1435 per share, which is
equal to the lesser of (a) 30% of the average of the daily volume-weighted average price of the Common Shares on the principal
U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately
preceding the Debenture Closing and (b) 30% of the average of the volume-weighted average price of the Common Shares on the principal
U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately
following the Debenture Closing, subject to certain adjustments to give effect to any stock dividend, stock split, reverse stock
split, recapitalization or similar event.

 The
terms of the Convertible Debentures restrict the number of Convertible Debentures that may be converted during each calendar month
by Yorkville at a Conversion Price below a fixed price equal to approximately $8.9422 (i.e., the quotient of $10.00 divided by
1.11829212 (being the number of Common Shares that were exchanged for each share of GXII at the Closing, after giving effect to
the Reverse Stock Split)), subject to adjustment to give effect to any stock dividend, stock split, reverse stock split, recapitalization
or similar event. The Convertible Debentures are subject to customary anti-dilution adjustments.

 The
terms of the Convertible Debentures restrict the conversion of Convertible Debentures by Yorkville if such a conversion would
cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such a conversion would cause the aggregate number
of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of
Common Shares under the rules of Nasdaq, unless prior shareholder approval is obtained.

to the terms of the Convertible Debentures, following certain trigger events, and until a subsequent cure event, NioCorp will
be required to redeem $1,125 aggregate principal amount of Convertible Debentures (the "Triggered Principal Amount")
each month by making cash payments to the Investors, on a pro rata basis, in an amount equal to the Triggered Principal Amount,
plus accrued and unpaid interest thereon, if any, plus a redemption premium of 7% of the Triggered Principal Amount. Such monthly
prepayments under the terms of the Convertible Debentures are triggered (i) at the time when NioCorp has issued 95% of the total
amount of Common Shares pursuant to the Yorkville Convertible Debt Financing that it may issue under applicable Nasdaq rules or
(ii) when NioCorp has delayed or suspended the effectiveness or use of the Convertible Debt Financing Registration Statement for
more than 20 consecutive calendar days, and such monthly prepayment obligations will continue until, with respect to (i) above,
shareholder approval is obtained or, with respect to (ii) above, the Investors may once again resell Common Shares under the Convertible
Debt Financing Registration Statement, respectively.

 The
Convertible Debentures may also be redeemed at NioCorp's option at any time and from time to time over their term at a redemption
price equal to 110 % of the principal amount being redeemed, plus accrued and unpaid interest, if any.

 In
conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267
Financing Warrants at an exercise price of approximately $ 8.9422
per Common Share (the "Financing Warrant Exercise Price"), subject to adjustment to
give effect to any stock dividend, stock split, reverse stock split recapitalization or similar event. The Financing Warrants
are exercisable, in whole or in part, but not in increments of less than $ 50 aggregate Financing Warrant Exercise Price (unless
the remaining aggregate Financing Warrant Exercise Price is less than $50), beginning on May 4, 2023, and may be exercised at
any time prior to their expiration. Holders of the Financing Warrants may exercise their Financing Warrants, at their election,
by paying the Financing Warrant Exercise Price in

 cash or, if at any time there is no effective registration statement registering,
or no current prospectus available for, the resale of the underlying Common Shares, on a cashless exercise basis. 1/12th of the
Financing Warrants will expire on each of the first 12 monthly anniversaries of the date that is six months following the Closing
Date.

 The
Financing Warrants have customary anti-dilution adjustments. The terms of the Financing Warrants restrict the exercise of Financing
Warrants by Yorkville if such an exercise would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or
such an exercise would cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing
Agreement to exceed the thresholds for issuance of Common Shares under the rules of the Nasdaq, unless prior shareholder approval
is obtained.

 The
Financing Warrants were originally recorded as a $ 2,704 contingent liability on January 26, 2023, and were subsequently marked
to market of $ 3,337 through March 16, 2023. The change in fair value during this period resulted in a loss of $ 633, which was
booked to change in fair value of warrant liability in the consolidated statement of operations and comprehensive loss. The Financing
Warrants were reclassified to shareholders equity on March 17, 2023, in connection with the closing of the Convertible Debentures
as noted below.

 The
Company allocated the net proceeds of $15,360 from the Convertible Debentures as follows:

 $ 2,704
 was booked to Common Shares, representing the initial fair value of the Financing Warrant tranches on January 26, 2023 based
 on the Black Scholes pricing model using a risk-free interest rate of 4.33 %, an expected dividend
 yield of 0 %, a volatility of 64.6 %, and an expected life of 6 months to 18 months.

 $ 12,656
 was booked to the convertible debt liability. In addition, transaction costs of $ 503 were recognized as a direct deduction
 from the debt liability, resulting in a net opening balance of $12,153 at an effective interest rate of 29.9%. This balance
 will be accreted to face value of the Convertible Debentures at maturity plus the conversion premium, using the effective
 interest method and recorded as interest expense in the consolidated statement of operations and comprehensive loss.

in the Convertible Debentures are as follows:

 Opening balance,
 March 17, 2023

 $

 12,153

 Accretion expense

 1,962

 Principal and accrued
 interest converted

 ( 3,554

)

 Balance, June 30,
 2023

 10,561

 Accretion expense

 4,489

 Principal and accrued
 interest converted

 ( 14,479

)

 Balance, June 30,
 2024

 $

 Less: Unamortized
 debt issuance costs

 ( 21

)

 Remaining principal
 balance, June 30, 2024

 $

 Upon
conversion, the portion of remaining unamortized issuance costs associated with the conversion are recognized as a component of
interest expense. The following table discloses the components of interest expense associated with the Convertible Debentures.

 For the year ending June 30,

 Component of Interest Expense

 2024

 2023

 Contractual interest

 $

 $

 Amortization of discount and issuance costs

 4,210

 1,737

 Total

 $
 4,489

 $
 1,962

 The
Convertible Debentures contain events of default customary for instruments of their type (with customary grace periods, as applicable)
and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect
to NioCorp, all outstanding Convertible Debentures will become due and payable immediately without further action or notice. If
any other type of event of default occurs and is continuing, then any holder may declare all of its Convertible Debentures to
be due and payable immediately. The Company

 obtained a waiver from Yorkville with respect to any acceleration rights it may have
under the Convertible Debentures in connection with the restatements of the Company's consolidated financial statements for the
periods ended September 30, 2022 and December 31, 2022 and the delay in filing the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2023. The Yorkville Convertible Debt Financing Agreement also contains certain covenants
that, among other things, limit NioCorp's ability to use the proceeds from the Yorkville Convertible Debt Financing to repay
related party debt or to enter into any variable rate transaction other than with Yorkville, subject to certain exceptions.

 Based
on the Company's closing Common Share price of $ 1.73 as of June 30, 2024, conversion of the remaining Convertible Debenture
principal balance of $552, including accrued interest, would require the issuance of approximately 257,000 Common Shares.
For each $0.10 change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change
by approximately 11,500 shares.

 On
July 19, 2024, the Company and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the
remaining principal and outstanding accrued interest of $554 remaining under the Convertible Debenture into Common Shares in exchange
for a $95 make-whole payment.

 April
2024 Notes

 On
April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (together with Yorkville, the "April
2024 Purchasers"), $8,000 aggregate principal amount of unsecured notes (the "April 2024 Notes"), pursuant to
a securities purchase agreement, dated April 11, 2024 (the "April 2024 Purchase Agreement"), between the Company and
each of the April 2024 Purchasers.

 The
Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to
each April 2024 Purchaser, Warrants (the "April 2024 Warrants") to purchase up to 615,385 Common Shares (the "April
2024 Warrants Shares"), which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April
2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock
split or recapitalization. The April 2024 Warrants expire on April 12, 2027.

to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6,935 to the Company in consideration
of the issuance by the Company to the April 2024 Purchasers of $8,000 aggregate principal amount of the April 2024 Notes and April
2024 Warrants.

 Under
the terms of the April 2024 Notes, subject to certain exceptions, on the first day of each calendar month, beginning on June 1,
2024 (excluding August 2024) (the "Payment Date"), the Company will be required to repay a portion of the outstanding
balance of all of the April 2024 Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1,400 of principal (or the
outstanding principal if less than such amount) in the aggregate among all of the outstanding Notes, plus (ii) 8.0% of the principal
amount being paid (the "Payment Premium"), and (iii) accrued and unpaid interest, if any, as of the Payment Date.
The Company is required to make payments on each Payment Date until the entire outstanding principal is repaid but will not have
an obligation to make a payment on a Payment Date if certain equity conditions (the "Equity Conditions") are satisfied.

 Subject
to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the
principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each April
2024 Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted
divided by a fixed conversion price of $2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April
2024 Warrant Shares, the "April 2024 Underlying Shares"). The terms of the April 2024 Notes restrict the conversion
of the April 2024 Notes by a holder if such a conversion would cause such holder to exceed certain ownership thresholds in the
Company.

 As
noted above, the Company is required to make payments on each Payment Date until the entire outstanding principal is repaid,
but will not have an obligation to make a payment on a Payment Date if the Equity Conditions are satisfied (a "deferred
payment"). The Equity Conditions means (i) on each of the five consecutive trading days prior a Payment Date (the
"Measuring Period") the Underlying Shares Registration Statement (as defined below) is effective

 and available
for the resale by the Purchasers of all Underlying Shares, (ii) the Company has no knowledge of any fact that would cause the
Underlying Shares Registration Statement not to be effective and available for the resale of the Underlying Shares, (iii) on
each day during the Measuring Period, the Common Shares are designated for quotation on Nasdaq, or on such other market or
exchange on which the Common Shares are then listed or traded to the extent such other market or exchange is the principal
U.S. trading market for the Common Shares (the "Principal U.S. Market"), and have not been suspended from trading
nor have delisting or suspension of trading been threatened or pending, (iv) during the Measuring Period, an event of default
has not occurred, (v) on each trading day during the Measuring Period, the daily U.S. dollar volume-weighted average price
("VWAP") for a Common Share on the Principal U.S. Market as reported by Bloomberg Financial Markets is greater
than 120% of the Conversion Price, (vi) on each trading day during the Measuring Period the average daily volume traded
exceeded $500, and (vii) there is no limitation on conversion under the terms of Notes. Deferred payments, if any, that are
not subsequently converted into Common Shares by the holders of the April 2024 Notes will require repayment by
the Company upon maturity.

 The
April 2024 Notes are the unsecured obligations of the Company and will mature on December 31, 2024. The April 2024 Notes will
incur a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event
of default). The outstanding principal amount, accrued and unpaid interest, if any, and the Payment Premium, if any, on the April
2024 Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes at their
stated maturity, upon their redemption, or otherwise.

 The
April 2024 Notes may also be redeemed at the Company's option at any time and from time to time over their term at a redemption
price equal to the principal amount being redeemed, plus the Payment Premium, plus accrued and unpaid interest, if any, as of
the redemption date.

 The
April 2024 Notes contain events of default customary for instruments of their type (with customer grace periods, as applicable)
and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect
to the company, all outstanding April 2024 Notes will become due and payable immediately without further action or notice. If
any other type of event of default occurs and is continuing, then any holder may declare all of its April 2024 Notes to be due
and payable immediately.

 The
April 2024 Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each
party. The representations, warranties and covenants contained in the April 2024 Purchase Agreement were made only for purposes
of the April 2024 Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and
are subject to certain important limitations.

 The
April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp's ability to use the
proceeds from the April 2024 Purchase Agreement to repay related party debt or to enter into any variable rate transaction other
than with Yorkville, subject to certain exceptions, and to distribute proceeds from the April 2024 Purchase Agreement to subsidiaries
other than ECRC and 0896800 B.C. Ltd. (together with ECRC, the "Guarantors"), upon the entry by the Guarantors into
a global guaranty agreement, dated as of April 11, 2024, among the Guarantors in favor of the Purchasers (the "Guaranty Agreement").
Pursuant to the Guaranty Agreement, the Guarantors guaranteed the full, prompt and unconditional payment when due (whether at
maturity, by acceleration or otherwise), and the performance of all liabilities, agreements and other obligations of NioCorp
to the April 2024 Purchasers contained in the April 2024 Notes, the April 2024 Warrants and the April 2024 Purchase Agreement,
to the extent such liabilities, agreements and obligations are payable in cash.

 Based
upon the Company's analysis of the criteria contained in ASC 815, the Company determined that April 2024 Warrants met the
definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of NioCorp
Common Shares would require shareholder approval. As such, the April 2024 Warrants were recognized as warrant liabilities on the
consolidated balance sheet and were measured at their inception date fair value and subsequently remeasured at each reporting
period with changes being recorded as a non-operating gain or loss in the consolidated statement of operations and comprehensive
loss.

 The
Company elected to value the April 2024 Notes at fair value in accordance with ASC 815-15-25. The fair value of the April 2024
Notes was estimated using a Monte Carlo simulation pricing model and the April 2024 Notes were

 classified as Level 3 instruments.
The Company incurred transaction costs totaling $ 474 in connection with the issuance of the April 2024 Notes and due to the fair
value election noted above, these costs were expensed at closing.

 Components
and initial valuations associated with the April 2024 Notes were comprised of the following amounts:

 $ 902
 was recorded to warrant liabilities, representing the initial fair value of the April 2024 Warrants based on the assumptions
 outlined below.

 $ 10,315 was recorded
 to the April 2024 Notes, representing the fair value based on the assumptions outlined below. The Company also recognized
 an opening transaction loss of $ 4,256, representing the difference between the fair value of the April 2024 Notes, including
 the fair value of the variable conversion features embedded therein, and cash received in the transaction.

 The
following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes:

 Key Valuation Input

2024

 April 12,
2024

 Closing Common Share price

 $ 1.73

 $ 3.11

 Term (expiry)

 December 31, 2024

 December 31, 2024

 Weighted average of the equity volatility and implied volatility of the public warrants

 80 %

 66.0 %

 Risk-free rate

 5.33 %

 5.26 %

 Implied discount rate

 15.0 %

 15.0 %

 The
following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024:

 Fair value, April 12, 2024

 $
 10,315

 Principal payments

 ( 1,512
)

 Change in fair value

 ( 1,714
)

 Balance, June 30, 2024

 $
 7,089

 Remaining principal balance, June 30, 2024

 $
 7,128

 The
following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants.

 Key Valuation Input

2024

 April 12,
2024

 Closing Common Share price

 $
 1.73

 $
 3.24

 Term (years)

 2.78

 3.0

 Historic equity volatility

 66.34
 %

 62.39
 %

 Risk-free rate

 4.57
 %

 4.77
 %

 The
following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June
30, 2024.

 Fair
 value as of April 12, 2024

 $

 in fair value

 ( 604

)

 Fair
 value as of June 30, 2024

 $

 10.
 CLASS
 B COMMON STOCK OF ECRC

to the Business Combination Agreement, the Sponsor Support Agreement, and the Exchange Agreement, after the Closing, the GXII
founders have the right to exchange shares of Class B common stock of ECRC for Common Shares on a one-for-one basis, subject to
certain equitable adjustments, under certain conditions. All 7,957,404 shares of Class B common stock
of ECRC that were issued in connection with the Closing were issued and outstanding as of

 June 30, 2023. 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
(the "Ten-Year Anniversary") and 3,391,596 shares (the "Earnout Shares") are exchangeable until the Ten-Year
Anniversary, subject to certain vesting conditions. Under certain circumstances, and subject to certain exceptions, NioCorp may
instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of Common Shares,
based on a volume-weighted average price of Common Shares.

 On
February 28, 2024 and May 16, 2024, 243,692 Vested Shares and 40,000 Vested Shares, respectively, were exchanged for an equivalent
number of Common Shares. This exchange resulted in a change in the Company's ownership interest in ECRC and was accounted
for as an equity transaction in accordance with ASC 810-10-45-23, with no gain or loss recognized. Accordingly, the carrying amount
of the noncontrolling interest was adjusted to reflect the change in the Company's ownership interest with a corresponding
offset booked to equity.

 All
of the shares of Class B common stock of ECRC are subject to the Amended and Restated Registration Rights Agreement, dated as
of March 17, 2023 (the "Registration Rights and Lock-up Agreement"), among NioCorp, GXII, the Sponsor, the pre-Closing
directors and officers of NioCorp and the other parties thereto, including the members of the Sponsor. Pursuant to Registration
Rights and Lock-up Agreement, all shares of Class B common Stock of ECRC (including the Vested Shares and the Released Earnout
Shares) are subject to certain "lock-up" restrictions on transfer beginning upon the Closing and ending upon the earlier
of (i) one year after the Closing and (ii) the date on which the trading price of Common Shares exceeds certain thresholds or
the date on which NioCorp completes a transaction that results in all of NioCorp's shareholders having the right to exchange
their Common Shares for cash, securities or other property. Both Vested Shares and Released Earnout Shares may be exchanged by
the holders into Common Shares at any time. Under the Exchange Agreement, all Vested Shares and Earnout Shares must be exchanged
for Common Shares by the Ten-Year Anniversary except for Released Earnout Shares that have been vested for a period of fewer than
twenty-four months as of the Ten-Year Anniversary. Such Released Earnout Shares will be forfeited if not exchanged for Common
Shares by the date that is twenty-four months after the vesting date.

 Vested

 As
the exchange of Vested Shares are contingently redeemable at the option of the noncontrolling interest shareholders, the Company
classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance
sheet, which is presented above the equity section and below liabilities. Adjustments to the carrying value of the redeemable noncontrolling interest associated with redemptions are recorded by reclassifying the proportionate amount of mezzanine equity to permanent equity.

 Earnout

 The
Earnout Shares vest (the "Released Earnout Shares") in two equal tranches based upon achieving market share price
milestones of approximately $12.00 per Common Share and approximately $15.00 per Common Share, respectively, prior to the Ten-Year
Anniversary, or upon a change in control as defined in the underlying agreement. These shares will be forfeited if the market
share price milestones or an acceleration event is not reached prior to the Ten-Year Anniversary. At such time that the Earnout
Shares shall become vested, and therefore, become Released Earnout Shares, the shares will be transferred to the redeemable noncontrolling
interest in the mezzanine section of the Consolidated Balance Sheet.

 The
Earnout Shares were classified as a liability due to failure to meet the equity classification criteria under ASC 815-40, as Level
3 instruments under the fair value hierarchy and are considered a financial liability under ASC 480, Distinguishing Liabilities
from Equity. The Earnout Shares were measured at fair value on the Closing Date with subsequent changes in fair value recorded
in earnings. The Earnout Shares were valued utilizing a Monte Carlo simulation pricing model. The following table discloses the
primary inputs into the Monte Carlo models.

 The following table discloses the primary inputs into the Monte Carlo models.

 Key Valuation Input

2024

2023

 March 17,

2023

 Closing Common Share price

 $ 1.73

 $ 5.03

 $ 7.00

 Term (expiry)

 March 17, 2033

 March 17, 2033

 March 17, 2033

 Implied volatility of Public Warrants

 65.0 %

 33.5 %

 19.5 %

 Risk-free rate

 4.35 %

 3.83 %

 3.39 %

 The
following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June
30, 2024:

 Fair
 value as of March 17, 2023

 $

 13,195

 in fair value

 ( 2,674

)

 Fair
 value as of June 30, 2023

 10,521

 in fair value

 ( 6,704

)

 Fair
 value as of June 30, 2024

 $

 3,817

 11.
 COMMON
 SHARES

 a)
 Issuances

Year 2024 Issuances

 On
September 1, 2023, the Company closed a non-brokered private placement (the "September 2023 Private Placement") of
units of the Company (the "September 2023 Units"). A total of 250,000 September 2023 Units were issued at a price
per September 2023 Unit of $ 4.00, for total gross proceeds to the Company of $ 1,000. Each September 2023 Unit consists of one
Common Share and one Warrant ("September 2023 Warrant"). Each September 2023 Warrant entitles the holder to acquire
one Common Share at a price of $ 4.60 at any time prior to September 1, 2025. Proceeds of the September 2023 Private Placement
will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes.

 The
September 2023 Warrants were classified as an equity instrument and accordingly, the net proceeds of $ 962 were allocated based
on the relative fair values of the Common Shares and the September 2023 Warrants on the date of issuance. The amount allocated
to the fair value of the September 2023 Warrants was $ 254 and the balance of the proceeds of $ 708 was allocated to the Common
Shares. The fair value of the September 2023 Warrants issued was computed using the Black Scholes pricing model using the following
assumptions: an expected life of 2.0 years, a risk-free interest rate of 4.85 %, an expected volatility of 71.63 %, and an expected
dividend rate of 0 %.

 On
December 22, 2023, the Company closed a non-brokered private placement (the "December 2023 Private Placement") of
 413,432 units of the Company (the "December 2023 Units"). Each December 2023 Unit consists of one Common Share and
one Warrant ("December 2023 Warrant"). Each December 2023 Warrant entitles the holder to acquire one Common Share
at a price of $ 3.54 at any time until December 22, 2025. 274,587 of the December 2023 Units were issued and sold to certain accredited
investors, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, at a price of $ 3.08
per December 2023 Unit, and 138,845 of the December 2023 Units were issued and sold to certain officers and directors of the Company
(the "Insider Investors"), at a price of $ 3.205 per December 2023 Unit. The price per December 2023 Unit paid by the
Insider Investors included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors
which allowed the Insider Investors to participate in the December 2023 Private Placement in accordance with the rules of Nasdaq.
The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $ 1,290. Proceeds of the
December 2023 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general
corporate purposes. The Company recorded a non-cash expense of $ 92 and $ 10 to other operating expense and employee related costs,
respectively, representing the excess of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

 The
December 2023 Warrants were classified as an equity instrument and accordingly, the estimated net proceeds of $1,241 were allocated
based on the relative fair values of the Common Shares and the December 2023 Warrants on the date of issuance. The amount allocated
to the fair value of the December 2023 Warrants was $ 264 and the balance of the proceeds of $ 977 was allocated to the Common Shares.
The fair value of the December 2023 Warrants issued was computed using the Black Scholes pricing model using the following assumptions:
an expected life of 2.0 years, a risk-free interest rate of 4.33 %, an expected volatility of 54.8 %, and an expected dividend rate
of 0 %.

 On
June 24, 2024, the Company closed a non-brokered private placement (the "June 2024 Private Placement") of units of
the Company (the "June 2024 Units"). A total of 315,000 June 2024 Units were issued at a price per June 2024 Unit
of $1.91, for total gross proceeds to the Company of $ 602. Each June 2024 Unit consists of one Common Share and one Warrant ("June
2024 Warrant"). Each June 2024 Warrant entitles the holder to acquire one Common Share at a price of $2.20 at any time prior
to June 24, 2026. Proceeds of the June 2024 Private Placement will be used for continued advancement of the Elk Creek Project
and for working capital and general corporate purposes.

 The
June 2024 Warrants were classified as an equity instrument and accordingly, the net proceeds of $602 were allocated based on the
relative fair values of the Common Shares and the June 2024 Warrants on the date of issuance. The amount allocated to the fair
value of the June 2024 Warrants was $ 161 and the balance of the proceeds of $ 441 was allocated to Common Shares. The fair value
of the June 2024 Warrants issued was computed using the Black Scholes pricing model using the following assumptions: an expected
life of 2.0 years, a risk-free interest rate of 4.73 %, an expected volatility of 73.92 %, and an expected dividend rate of 0 %.

Year 2023 Issuances

 In
addition to the Common Shares issued in connection with the GXII Transaction, as discussed in Note 5, the following Common Share
issuances occurred during fiscal year 2023:

 On
April 28, 2023, the Company closed a registered direct offering and issued 314,465 Common Shares for $2,000, before deducting
share issuance costs of $172. The Common Shares were sold pursuant to a securities purchase agreement, dated April 26, 2023, between
the Company and a fund managed by Kingdon Capital Management, LLC.

 On
June 9, 2023, the Company issued 100,000 Common Shares under the Yorkville Equity Facility Financing Agreement (discussed below)
in exchange for $488 in cash proceeds. The Company recorded a non-cash operating expense of $13 which represented the difference
between the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on
the issuance date.

 b)
 Stock
 Options

 On
January 19, 2024, the Company's shareholders voted to approve an amendment and restatement of its long-term incentive plan
(the "2017 Amended Long-Term Incentive Plan") and the granting of incentive securities thereunder until January 19,
2027. Under the 2017 Amended Long-Term Incentive Plan, the Board may, in its discretion from time to time, grant options and share
units (in the form of restricted share units and performance share units) to directors, employees and certain other service providers
(as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board.

 Subject
to adjustment as described in the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved
for issuance to participants under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation
arrangements of the Company, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the Common
Shares reserved for issuance upon settlement of share units will not exceed 5% of the issued and outstanding Common Shares from
time to time. The 2017 Amended Long-Term Incentive Plan limits the maximum number of Common Shares issued to insiders (as defined
under TSX rules for this purpose) within any 1-year period, or issuable to insiders at any time, in the aggregate, under all security-based
compensation arrangements (including the 2017 Amended Long-Term

 Incentive Plan) to 10% of the then issued and outstanding Common
Shares. The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance
to any one participant under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation arrangements
of the Company, to 5% of the then issued and outstanding Common Shares (on a non-diluted basis). Subject to the adjustment provisions
of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company
upon the exercise of incentive stock options will be limited as described above.

 The
Board has power over the granting, amendment, administration, or settlement of any award.

 Stock
option transactions are summarized as follows:

 Schedule of stock option

 Number of Options

 Weighted Average Exercise Price

 Aggregate Intrinsic Value

 Weighted Average Remaining Contractual Life

 Balance, June 30, 2023

 1,541,500

 $
 7.19

 Granted

 1,625,000

 2.99

 Exercised

 ( 7,800
)

 3.95

 Cancelled/expired

 ( 663,200
)

 5.88

 Balance, June 30, 2024

 2,495,500

 $
 4.78

 $
 -

 3.44 years

 As
of June 30, 2024, 100 % of the outstanding stock options were fully vested. The total intrinsic value of options exercised during
the year ended June 30, 2024 was immaterial, and as of June 30, 2024, there were
no unrecognized compensation costs related to unvested share-based compensation arrangements granted. The Company recognized share-based
compensation expense of $ 2,779 and $ 1,794 for the years ended June 30, 2024 and 2023, respectively.

 The
following table summarizes the weighted average information and assumptions used to determine option costs:

 Year ended June 30,

 2024

 2023

 Fair value per option granted during the period

 $ 1.71

 $ 3.09

 Risk-free interest rate

 4.25
 %

 3.30
 %

 Expected dividend yield

 %

 %

 Expected stock price volatility (historical basis)

 63.2
 %

 63.6
 %

 Expected option life in years

 5.0

 3.0

 Prior
to January 1, 2024, the Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718), Options
previously issued on December 31, 2021, May 30, 2022, and March 27, 2023, which included a C$ strike price should remain equity-classified
as management determined that the Options qualified for an exemption from liability classification as the Options were denominated
in a currency in which a substantial portion of the Company's equity securities traded. Effective January 1, 2024, the Company
determined that due to historically decreasing trading volume on the TSX, this exemption no longer applied and accordingly, these
Options were classified as a liability based on their fair values on that date. The Company recorded a mark-to-market gain of
$147 in other operating expenses related to these option liabilities for the year ended June 30, 2024. The associated liability
related to these Canadian-denominated Options was nil at June 30, 2024.

 On
March 28, 2024, the Board approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95
and C$9.52, under which the option to exercise in C$ was removed. No other terms or conditions were amended by the Board. Based
on this amendment, the Company re-classified these Options to equity on March 28, 2024, based on their fair value on that date.

 c)

 Warrant
transactions are summarized as follows. Weighted average exercise prices related to Canadian dollar denominated warrants were
converted to U.S. dollars using end of period foreign currency exchange rates.

 Weighted Average Exercise Price

 Balance, June 30, 2022

 1,851,622

 $
 8.99

 Granted:

 Yorkville financing warrants

 1,789,267

 8.94

 GXII warrants

 15,666,626

 11.50

 Expired

 ( 491,211
)

 11.67

 Balance, June 30, 2023

 18,816,304

 10.98

 Granted

 1,593,817

 3.33

 Expired

 ( 1,846,560
)

 8.67

 Balance, June 30, 2024

 18,563,561

 10.53

 At
June 30, 2024, the Company has outstanding exercisable warrants, as follows:

 Number

 Exercise
 Price

 Expiry
 Date

 855,800

 C$ 9.70

 February
 19, 2025

 447,318

 $ 8.94

 (1)

 250,000

 $ 4.60

 September
 1, 2025

 413,432

 $ 3.54

 December
 22, 2025

 315,000

 2.20

 June
 24, 2025

 615,385

 $ 3.25

 April
 12, 2027

 15,666,626

 $ 11.50

 March
 17, 2028

 18,563,561

 (1)

 Expires
 in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024.

 In
connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed the GXII Warrant Agreement and
each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one NioCorp
Assumed Warrant pursuant to the GXII Warrant Agreement, as amended by an Assignment, Assumption and Amendment Agreement, dated
March 17, 2023, among the Company, GXII, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare
Inc. and its affiliate, Computershare Trust Company, N.A, together as the successor warrant agent (the "NioCorp Assumed
Warrant Agreement"). In connection with the Closing, NioCorp issued (a) 9,999,959 public NioCorp Assumed Warrants (the "Public
Warrants") in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed
Warrants (the "Private Warrants") to the Sponsor in respect of the GXII Warrants that it held prior to the Closing,
which NioCorp Assumed Warrants were subsequently distributed by the Sponsor to its members in connection with the Closing.

 Each
NioCorp Assumed Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per
1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the
like). No fractional shares will be issued upon exercise of any NioCorp Assumed Warrants, and fractional shares that would otherwise
be due to the exercising holder will be rounded down to the nearest whole Common Share. In no event will the Company be required
to net cash settle any NioCorp Assumed Warrant.

 Public

 The
Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per
Public Warrant if (i) 30 days' prior written notice of redemption is provided to the holders, (ii)
the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days

 within a 30-trading day period ending
on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders and (iii)
there is an effective registration statement covering the Common Shares issuable upon exercise of the Public Warrants, and a current
prospectus relating thereto, available through the redemption date. Upon issuance of a redemption notice by the Company, the warrant
holders will have until the redemption date to exercise for cash, or, at the Company's election, on a cashless basis. The
Public Warrants are not precluded from equity classification and are accounted for as such on the date of issuance, and each balance
sheet date thereafter. Because the 2023 Transactions resulted in an excess of liabilities over assets acquired, no value was ascribed
to the Public Warrants.

 Private

 The
Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder's option and (ii) will not
be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their
permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant
Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees
are treated as Public Warrants.

 The
Company accounts for the Private Warrants assumed in the 2023 Transactions in accordance with the guidance contained in ASC 815-40.
Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private
Warrant must be recorded as a liability. This liability is carried as a component of Warrant Liabilities on the consolidated balance
sheet and is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be
adjusted to its current fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive
loss. The Company will reassess the classification at each balance sheet date.

 The
Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a
Black Scholes model with the following assumptions:

 Key Valuation Input

 June 30, 2023

 March 17, 2023

 Stock price on valuation date

 $
 1.73

 $
 5.03

 $
 7.00

 Strike price

 $
 11.50

 $
 11.50

 $
 11.50

 Implied volatility of Public Warrants

 69.0
 %

 33.5
 %

 19.5
 %

 Risk free rate

 4.45
 %

 4.18
 %

 3.47
 %

 Dividend yield

 %

 %

 %

 Expected warrant life in years

 3.7

 4.7

 5.0

 The
change in the Private Warrants liability is presented below:

 Initial valuation, March 17, 2023

 $
 2,987

 Change in valuation

 Valuation at June 30, 2023

 3,279

 Change in valuation

 ( 1,926
)

 Valuation at June 30, 2024

 $
 1,353

 d)
 Yorkville
 Equity Facility Financing

 Concurrent
with the closing of the GXII Transaction, the Yorkville Equity Facility Financing became effective. Pursuant to the
Yorkville Equity Facility Financing Agreement, Yorkville committed to purchase up to $65,000 of Common Shares (the
"Commitment Amount"), at NioCorp's direction from time to time for a period commencing upon the Closing
Date and ending on the earliest of (i) the first day of the month next following the 36-month anniversary of the Closing,
(ii) the date on which Yorkville shall have made payment of the full Commitment Amount and (iii) the date that the Yorkville
Equity Facility Financing Agreement otherwise terminates in accordance with its terms (the "Commitment Period"), subject to certain limitations and the

 satisfaction
of the conditions in the Yorkville Equity Facility Financing Agreement. The Common Shares that may be sold pursuant to the Yorkville
Equity Facility Financing Agreement would be purchased by Yorkville at a purchase price equal to 97% of the daily volume-weighted
average price of the Common Shares on Nasdaq or such other principal U.S. market for the Common Shares if the Common Shares are
ever listed or traded on the New York Stock Exchange or the NYSE American as reported by Bloomberg Financial Markets (or, if not
available, a similar service provider of national recognized standing) during the applicable pricing period, which is a period
during a single trading day or a period of three consecutive trading days, at the Company's option and subject to certain
restrictions, in each case, defined based on when an Advance Notice (as defined in the Yorkville Equity Facility Financing Agreement)
is submitted, subject to certain limitations.

to the terms of the Yorkville Equity Facility Financing Agreement, NioCorp issued 81,213 of Common Shares (the "Commitment
Shares") valued at $650 to Yorkville as consideration for its irrevocable commitment to purchase Common Shares under the
Yorkville Equity Facility Financing Agreement. On June 9, 2023, NioCorp issued and sold 100,000 Common Shares to Yorkville under
the Yorkville Equity Facility Financing Agreement. Additionally, NioCorp is required to pay Yorkville an aggregate fee of $1,500
in cash (the "Cash Fee"), including $500 that NioCorp paid on the Closing Date and an additional $250 NioCorp was
paid as of June 30, 2023. NioCorp will pay the remaining $750 balance in installments over a 12-month period following the Closing
Date, provided that it will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee
at any time. In addition, legal and other costs of $496 were incurred in connection with the Yorkville Equity Facility Financing
and were expensed on the effective date. The following amounts related to the Yorkville Equity Facility Financing Agreement were
expensed as other operating costs during the year ended June 30, 2023:

 Schedule of expenses as other operating costs

 Yorkville Cash Fee

 $
 1,500

 Fair value of Commitment Shares issued

 Legal and other related costs

 Costs expensed to other operating expense

 $
 2,646

 12.
 RELATED
 PARTY TRANSACTIONS AND BALANCES

 The
Company was party to a non-revolving credit facility agreement (the "Smith Credit Facility") with Mark Smith, Chief
Executive Officer, President, and Executive Chairman of NioCorp, which expired on June 30, 2023. The Smith Credit Facility bore
interest at a rate of 10 % and drawdowns from the Smith Credit Facility were subject to a 2.5 % establishment fee. Amounts outstanding
under the Smith Credit Facility were secured by all of the Company's assets pursuant to a general security agreement.

in the Smith Credit Agreement principal balance are as follows:

 For the year ending June 30,2023

 Beginning
 balance

 $

 2,000

 Amounts
 advanced

 1,130

 Repayments

 ( 3,130

)

 Balance,
 end of period

 $

 -

 On
March 22, 2023, the Company repaid Mr. Smith $ 1,841 of principal borrowed under the Smith Credit Facility. This repayment was
made out of funds transferred to the Company from the GXII trust account on the Closing Date. The Company repaid the remaining
principal balance of $ 1,289 on May 31, 2023. Accounts payable and accrued liabilities as of June 30, 2024 includes $ 28 of origination
fees payable under the Smith Credit Agreement. During fiscal year 2023 the Company paid a total of $ 183, representing accrued
interest on the Smith Credit Agreement.

 13.
 EXPLORATION
 EXPENDITURES

 Schedule of exploration expenditures

 For the year ended

 2024

 2023

 Feasibility study and engineering

 $

 $

 Field management and other

 Metallurgical

 1,678

 4,174

 Geologists and field staff

 Total

 $

 2,552

 $
 5,348

 14.
 LEASES

 Effective
February 2023, the Company entered into a 39-month corporate office lease extension and recognized a corresponding ROU asset and
lease liability of $198 associated with this extension, based on a discount rate of 16 %.

 As
of June 30, 2024 and 2023, the Company had one corporate office lease with a remaining lease term of 2.6 years and 3.6 years,
respectively. During the year ended June 30, 2024 and 2023, operating cash flows included cash payments of $ 71 and $ 93, respectively
related to the measurement of lease liabilities.

 The
Company incurred lease costs as follows:

 2024

 2023

 Operating Lease Cost:

 Fixed rent expense

 $

 $

 Variable rent expense

 Short term lease cost

 Sublease income

 ( 32
)

 ( 33
)

 Net lease cost – other operating expense

 $

 $

 The
maturity of lease liabilities is as follows at June 30, 2024:

 Fiscal Year Lease Maturities

 2025

 2026

 2027

 Total lease payments

 Less amount of payments representing interest

 ( 44
)

 Present value of lease payments

 Less current portion of operating lease liability

 ( 95
)

 Noncurrent operating lease liability

 $

 15.
 INCOME
 TAXES

 Domestic
and foreign components of loss before income taxes for the years ended June 30, 2024 and 2023 are as follows:

 2024

 2023

 Canada

 $
 8,319

 $
 34,606

 United States

 3,679

 6,006

 United Kingdom

 -

 Total

 $
 12,037

 $
 40,612

 The
following table is a reconciliation of income taxes at statutory rates:

 2024

 2023

 Loss before income taxes

 $
 12,037

 $
 40,612

 Combined Canadian federal and provincial statutory income tax rate

 %

 %

 Income tax benefit at statutory tax rates

 3,250

 10,965

 Foreign rate differential

 ( 62
)

 ( 131
)

 Earnout shares liability

 1,810

 ( 2,841
)

 Warrant liability

 ( 1,518
)

 GXII transaction costs

 -

 ( 925
)

 Share based compensation

 ( 747
)

 ( 412
)

 Accretion expense

 ( 1,138
)

 ( 496
)

 Convertible note valuation

 ( 607
)

 -

 Loss on debt extinguishment

 -

 ( 54
)

 Capital loss rate differential

 -

 ( 2
)

 Change in estimates related to prior years

 ( 160
)

 Other

 Change in valuation allowance

 ( 2,718
)

 ( 4,341
)

 Income tax benefit

 $

 $

tax benefit for the year ends June 30, 2024 and 2023 were derived solely from our U.S. operations.

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows:

 2024

 2023

 Deferred tax assets

 Net operating losses available for future periods

 $
 14,177

 $
 11,893

 Mineral interests

 9,438

 9,477

 Startup and organizational costs

 1,987

 2,132

 Research and development costs

 1,419

 1,060

 Share issuance/financing costs

 Capital losses available for future periods

 Other

 Total deferred tax assets

 28,181

 25,463

 Valuation allowance

 ( 28,181
)

 ( 25,463
)

 Net deferred tax assets

 $
 -

 $
 -

in the valuation allowance are as follows:

 2024

 2023

 Valuation allowance, beginning of year

 $
 ( 25,463
)

 $
 ( 18,948
)

 Current year additions

 ( 2,718
)

 ( 4,341
)

 Startup and organizational costs acquired

 -

 ( 2,174
)

 Valuation allowance, end of year

 $
 ( 28,181
)

 $
 ( 25,463
)

 The
Company acquired a federal income tax payable of $ 443 in connection with the GXII Transaction. As a result of a post-transaction
loss at ECRC, partial releases of the valuation allowance attributed to the reduction of the acquired federal income tax payable
of $139 and $304 were recorded as an income tax benefit in the consolidated statement of operations and comprehensive loss for
the year ended June 30, 2024 and 2023, respectively. The Company establishes a valuation allowance against future income tax assets
if, based on available information, it is more likely than not that all of the assets will not be realized. The valuation allowance
of $ 28,181 at June 30, 2024, relates mainly to net

 operating loss carryforwards in Canada and mineral interests due to deferred
exploration expenditures in the United States, where the utilization of such attributes is not more likely than not.

 The
Company has the following cumulative net operating losses for Canadian and U.S. income tax purposes and these carryforwards will
generally expire between 2028 and 2044. As a result of the Tax Cuts and Jobs Act of 2017, U.S. tax losses incurred for our tax
years ending on and after June 30, 2019, totaling $ 3,924, have no expiration.

 Schedule of cumulative net operating losses

 Jurisdiction

 2024

 2023

 Canada

 $
 47,623

 $
 40,267

 United States

 4,905

 3,491

 United Kingdom

 -

 Total

 $
 52,567

 $
 43,758

 In
addition, the Company has a Canadian capital loss carryforward of $ 3,388 as of June 30, 2024, which has no expiration date and
can be used to offset future capital gains, and U.S. state net operating loss carryforwards of $ 7,018 as of June 30, 2024 which
generally expire between 2031 and 2044.

 At June 30, 2024 and 2023, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary. As such, as of June 30, 2024 and 2023, we did not provide for deferred taxes on any such earnings of our foreign subsidiaries.

 The
Company had no unrecognized tax benefits as of June 30, 2024 or 2023. The Company recognizes interest accrued related to unrecognized
tax benefits and penalties in its income tax provision. The Company has not recognized any interest or penalties in the fiscal
years presented in these consolidated financial statements. The Company is subject to income tax in the U.S. federal jurisdiction,
the United Kingdom, and Canada. Certain years remain subject to examination but there are currently no ongoing exams in any taxing
jurisdictions.

 16.
 FAIR VALUE MEASUREMENTS

 The
Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes
a framework for measuring fair value, and expands disclosures about fair value measurements.

 The
Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables,
or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value
on their initial recognition.

assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income.
Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified
as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified
as available-for-sale, including investments in equity securities, are measured at fair value, with unrealized gains and losses
being recognized in income.

instruments including receivables, accounts payable and accrued liabilities, and related party loans are carried at amortized
cost, which management believes approximates fair value due to the short-term nature of these instruments.

 The
following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as
of June 30, 2024, and 2023, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted
prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial
instrument and include situations where there is little, if any, market activity for the instrument.

 Schedule of fair values determined by level 3 inputs are unobservable data

 As of June 30, 2024

 Total

 Level 1

 Level 2

 Level 3

 Assets:

 Cash and cash equivalents

 $
 2,012

 $
 2,012

 $
 -

 $
 -

 Investment in equity securities

 -

 -

 Total

 $
 2,016

 $
 2,016

 $
 -

 $
 -

 Liabilities:

 April 2024 notes

 $
 7,089

 $
 -

 $
 -

 $
 7,089

 Earnout Shares liability

 3,817

 -

 -

 3,817

 Warrant liabilities

 4,016

 -

 1,651

 2,365

 Total

 $
 14,922

 $
 -

 $
 1,651

 $
 13,271

 As of June 30, 2023

 Total

 Level 1

 Level 2

 Level 3

 Assets:

 Cash and cash equivalents

 $
 2,341

 $
 2,341

 $
 -

 $
 -

 Investment in equity securities

 -

 -

 Total

 $
 2,350

 $
 2,350

 $
 -

 $
 -

 Liabilities:

 Earnout Shares liability

 $
 10,521

 $
 -

 $
 -

 $
 10,521

 Warrant liabilities

 4,989

 -

 3,279

 1,710

 Total

 $
 15,510

 $
 -

 $
 3,279

 $
 12,231

 The
 Yorkville Convertible Debt Financing discussed in Note 9 was initially recorded at fair value,
which represented a nonrecurring fair value measurement using a Level 3 input. At June 30, 2024, the estimated fair value of this
instrument approximated carrying value given that the instrument was issued in March 2023 and has a short time period until maturity.

 17.
 SUBSEQUENT
 EVENTS

 Yorkville
Consents

 On
September 4, 2024, NioCorp entered into (i) a consent and waiver (the "Yorkville Consent") to the April 2024 Note
issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the
Yorkville Consent, the "Consents") to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to
the April 2024 Purchase Agreement. The Consents, among other things, reduced the amounts due to the April 2024 Purchasers
on September 1, 2024 by an aggregate of $ 1,176 to an aggregate of $ 336, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $ 1,176, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure of
the Company to pay to the April 2024 Purchasers the remainder of the amount due on September 1, 2024. Except as modified by
the Consents, the terms of the April 2024 Notes as previously disclosed are unchanged.

 Smith
Loan Agreement

 On
September 11, 2024, the Company and Mark Smith entered into a Loan Agreement (the "Smith Loan Agreement") pursuant
to which Mr. Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to $ 2,000
(the "Loan"). The Loan is non-revolving and amounts paid back under the terms of the Smith Loan Agreement do not again
become available for drawdowns at the request of the Company.

 The
Company will pay interest to Mr. Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10 %
per annum, calculated monthly in arrears, through to the date of repayment of the Loan. Mr. Smith

 will also receive an
establishment fee equal to 2.5 %
of the amount of any drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown. Any
outstanding balance on the Loan, including accrued interest, shall be immediately due and payable by the Company on the
earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence of an event of default (the "Due Date"). The Company can repay the Loan at any time without notice and
without penalty, but any amount of principal or interest repaid by the Company prior to the Due Date will be subject to an
early payment fee of 2.5% of the value of any such payment. Amounts outstanding under the Smith Loan Agreement are secured by all of the Company's assets pursuant to a general
security agreement between the Company and Mr. Smith, dated September 11, 2024.

 Lind
Consent Warrant Issuance

 On
September 17, 2024, the Company's Common Share price was below the threshold price set forth in the Lind Consent,
and accordingly, the Company issued 2,816,742 Contingent Consent Warrants to Lind. Each Contingent Consent Warrant is
exercisable for one Common Share at an exercise price of $ 2.308 and may be exercised at any time prior
to their expiration on September 17, 2028. The number of Contingent Consent Warrants issued was based on $ 5,000 divided by
the five-day volume weighted average price of the Common Shares on September 16, 2024.

 ITEM 9.
 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A.
 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 The
management of NioCorp Developments Ltd. has evaluated, under the supervision and with the participation of our Chief Executive
Officer ("CEO") and Chief Financial Officer ("CFO"), the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2024. Based on that evaluation,
the CEO and the CFO have concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective due to
the material weaknesses in internal control over financial reporting described below.

 Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and
CFO have concluded that the audited consolidated financial statements included in this Annual Report on Form 10-K fairly present,
in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity
with U.S. GAAP.

 Management's
Report on Internal Control over Financial Reporting

 The management of NioCorp Developments Ltd. is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company. Management assessed
the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, our management
used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the "COSO Framework"). Based on that evaluation, the CEO and the CFO have concluded that,
as of June 30, 2024, our internal control over financial reporting was not effective due to the material weaknesses in internal
control over financial reporting described below.

 Material
Weaknesses

 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 our annual or interim consolidated financial statements will not be
prevented or detected on a timely basis.

concluded that the material weaknesses disclosed
in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 continued to exist as of June 30, 2024.
Specifically, management identified 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.

 Control
 Environment: The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and
training in accounting and internal control over financial reporting commensurate with the complexity of the Company's financing
transactions and associated reporting requirements. This material weakness contributed to additional material weaknesses further
described below.

 Risk
 Assessment: The Company does not have a formal process to identify, update, and assess financial reporting risks due to

 changes in the
Company's business practices, including
entering into increasingly complex transactions that could significantly impact the design and operation of the Company's
control activities.

 Control
 Activities: Management did not maintain effective controls over:

 monitoring and assessing the work of third-party specialists, including
the evaluation of the appropriateness of accounting conclusions, and

 the evaluation of certain inputs and assumptions used to estimate the fair
value of instruments and features associated with complex debt and equity transactions.

 Monitoring
 Activities: Management did not appropriately:

 select, develop, and perform ongoing evaluation to ascertain whether the
components of internal controls are present and functioning, and

 evaluate and communicate internal control deficiencies in a timely manner
to those parties responsible for taking corrective action.

 As previously disclosed, these material weaknesses resulted in errors that required the restatement of
Company's consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement
of the Company's condensed consolidated financial statements as of and for the interim periods ended September 30, 2021,
December 31, 2021, March 31, 2022, September 30, 2022 and December 31, 2022. Additionally, these material weaknesses could result
in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim
consolidated financial statements that would not be prevented or timely detected.

 Remediation
Plan

 To address our material weaknesses existing as of June 30,
2024, we have implemented a detailed plan to address each individual material weakness identified, including the following:

 We have, and will continue to, engage outside accounting and internal control consultants with
subject matter expertise to supplement our level of knowledge, experience, and training in accounting and internal control over
financial reporting.

 We plan to develop a formal risk assessment process to ensure that it is robust and frequent
enough for the Company's business, including the identification of risks, the level of detail in our risk assessment, and
the clarity of the linkage between risks and internal controls associated with the material weaknesses. The results of this effort
are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks.

 We plan to develop and provide incremental training to the accounting and financial reporting team
regarding accounting for and valuation of complex financial instruments.

 Management will develop a monitoring program to periodically evaluate and assess whether those
responsible for controls are conducting their activities in accordance with their design, such that there is contemporaneous evidence
that the controls are present and functioning and will communicate internal control deficiencies in a timely manner to those parties
responsible for taking corrective action.

 The
process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires
management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant
resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate
the material weaknesses or modify the remediation actions described above.

 While
we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered
remediated until management completes the design and implementation of the actions described above and the controls operate for
a sufficient period of time, and management has concluded, through testing, that these controls are effective.

in Internal Control over Financial Reporting

 Other
than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended June
30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B.
 OTHER
 INFORMATION

the quarter ended June 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the
Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement"
(as each term is defined in Item 408 of Regulation S-K).

 Unregistered Sales of Equity Securities

 Lind
Contingent Consent Warrant Issuance

 On September 17, 2024, the
Company's Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742
Contingent Consent Warrants to Lind. Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of
$2.308 and may be exercised at any time prior to their expiration on September 17, 2028. The number of Contingent Consent Warrants
issued was based on $5.0 million divided by the five-day volume weighted average price of the Common Shares on September 16, 2024.

 The Contingent Consent Warrants
were issued as part of the consideration for entering into the Lind Consent, which included the following principal terms:
(i) the consent of Lind to the GXII Transaction and Yorkville Financings disclosed in the notes to the consolidated financial
statements included in Part II, Item 8 hereof, including all actions taken by NioCorp as set out in the Business Combination
Agreement to permit the completion of the 2023 Transactions; (ii) the consent of Lind to NioCorp's expected cross-listing
to the Nasdaq and the consolidation of the Common Shares in order to meet the minimum listing requirements thereof; (iii)
the waiver of Lind of its participation right for up to 15% of the total offering in the Yorkville Equity Facility Financing;
and (iv) the waiver of Lind of certain restrictive covenants in the Lind III Agreement.

 As consideration for entering into
the Lind Consent, Lind received, amongst other things: (i) the right to receive a payment of $500, which would have been reduced
to $200 if the 2023 Transactions had not been consummated on or before April 30, 2023 (collectively, the "Consent Payment");
(ii) an extension of its existing participation rights under the Lind III Agreement in future financings of NioCorp for a
further two-year period, subject to certain exceptions as well as an extension of such participation rights beyond the additional
two-year period if Yorkville or any affiliate is a party to any such applicable transaction; and (iii) the right to receive
Contingent Consent Warrants if on the date that is 18 months following the Closing Date, the closing trading price of the
Common Shares on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00 (on a
post-Reverse Stock Split basis), subject to adjustments. The Lind Consent was signed as an amendment to the existing Lind
III Agreement.

 The Contingent Consent Warrants were issued pursuant to the exemption from the registration requirements of the Securities
Act provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind in the Lind III Agreement.

 ITEM
 9C.
 DISCLOSURE
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

 Not
applicable.

 PART
III

 ITEM
 10.
 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Directors
and Executive Officers

 The
following table sets forth as of September 20, 2024, the names and ages of, and position or positions held by, our executive
officers and directors, the employment background of these persons, and any directorships held by the current directors during
the last five years.

 Name

 Age

 Position

 Date
 of Appointment

 Mark
 A. Smith

 Chief
 Executive Officer, President, Executive Chairman, and Director

 Chief
 Executive Officer and Director:

 September
23, 2013

 President
 and Executive Chairman:

 May
31, 2015

 Neal
 Shah

 Chief
 Financial Officer and Corporate Secretary

 Chief
 Financial Officer:

 July
1, 2016

 Corporate
 Secretary:

 December
3, 2021

 Scott
 Honan

 Chief
 Operating Officer

 May
 6, 2014

 Jim
 Sims

 Chief
 Communications Officer

 November
 2, 2015

 J. Morris

 Lead

 July
 27, 2014

 David
 C. Beling

 June
 6, 2011

 Nilsa
 Guerrero-Mahon

 September
 28, 2017

 Dean
 C. Kehler

 March
 17, 2023

 G. Maselli

 March
 17, 2023

 Peter
 Oliver

 May
 25, 2022

 The
following sets forth a brief description of the business experience of each executive officer and director of the Company, including
current directorships and directorships held in, at least, the past five years for each director:

 Mark
A. Smith – Executive Chairman, Director, President, and Chief Executive Officer

 Mr.
Smith has over 42 years of experience in operating, developing, and financing mining and strategic materials projects in the Americas
and abroad. In September 2013, he was appointed CEO and a Director of NioCorp. From April 2015 to September 2019, Mr. Smith served
as the President and Director for Largo Resources Ltd. ("Largo"), a mineral company with an operating property in
Brazil and projects in Brazil and Canada. In addition, from April 2015 to October 2018, Mr. Smith also served as the CEO of Largo.
Mr. Smith has also served on the board of directors of IBC Advanced Alloys Corp., a leading beryllium and copper advanced alloys
company ("IBC"), since May 2016 and as CEO of IBC since July 2020. From October 2008 through December 2012, Mr. Smith
served as President, CEO and Director of Molycorp, Inc., a rare earths producer ("Molycorp"), where he was instrumentally
involved in taking it from a private company to a publicly traded company with a producing mine. From November 2011 through May
2015, he served on the board of directors at Avanti Mining, a mining company (TSX-V: AVT; Avanti Mining changed its name to AlloyCorp
in early 2015). From December 2012 through September 2013, he served as the Managing Director of KMSmith LLC, a business strategy
and finance advisory firm, where he served as a consultant.

 Prior
to Molycorp, Mr. Smith held numerous engineering, environmental, and legal positions within Unocal Corporation, a former petroleum
explorer and marketer ("Unocal"), and later served as the President and CEO of Chevron Mining Inc., a coal and metal
mining company and wholly owned subsidiary of Chevron Corporation ("Chevron Mining"). Mr. Smith also served for over
seven years as the shareholder representative of Companhia Brasileira Metal rgica e Minera o ("CBMM"),
a private company that currently produces approximately 85% of the world supply of niobium. During his tenure with Chevron Mining,
Mr. Smith was responsible for Chevron Mining's three coal mines, one molybdenum mine, a petroleum coke calcining operation
and Molycorp's Mountain Pass mine. At Unocal, he served as the Vice-President from June 2000 to April 2006, and managed
the real estate, remediation, mining and carbon divisions. Mr. Smith is a Registered Professional Engineer and serves as an active
member of the State Bars of California and Colorado. He received his Bachelor of Science degree in Agricultural

 Engineering from
Colorado State University in 1981 and his Juris Doctor, cum laude, from Western State University, College of Law, in 1990.

 Neal
Shah – Chief Financial Officer and Corporate Secretary

 Mr.
Shah joined NioCorp in September 2014 as Vice President of Finance, and now serves as the Company's CFO and Corporate Secretary.
Mr. Shah served as Finance Manager at Covidien Ltd., a medical device company since acquired by Medtronic, from May 2014 through
September 2014. From April 2011 until May 2014, he held the positions of Senior Manager of Corporate Development and M&A and
more recently the Director of Strategy and Business Planning at Molycorp. Mr. Shah graduated from the University of Colorado with
a BSc in Mechanical Engineering in 1996, and from Purdue University with an MBA in 2002. Since the completion of his MBA, Mr.
Shah also held key finance roles with Intel Corporation and IBM.

 Scott
Honan – Chief Operating Officer

 Mr.
Honan joined NioCorp in May 2014 as Vice President, Business Development, and since July 2020, has served as the Company's
Chief Operating Officer ("COO"). He also serves as President of Elk Creek Resources Corporation, the NioCorp subsidiary
that is developing the Elk Creek Project in Nebraska. Prior to his work at NioCorp, Mr. Honan served in several leadership capacities
at Molycorp from February 2001 until May 2014, including as Vice President/Director Health, Environment, Safety and Sustainability
and General Manager and Environmental Manager from July 2011 to May 2014. With over 31 years of experience in the gold and rare
earth industries, Mr. Honan is a graduate of Queen's University in Mining Engineering in both Mineral Processing (B.Sc.
Honors) and Environmental Management (M.Sc.) disciplines.

 Jim
Sims – Chief Communications Officer

 Mr.
Sims has more than 31 years of experience in devising and executing marketing, media relations, public affairs, and investor relations
operations for companies in the mining, chemical, manufacturing, utility, and renewable energy sectors. He joined NioCorp in November
2015 as Vice President, External Affairs, and now serves as its Chief Communications Officer, effective June 7, 2022. Prior to
NioCorp, Mr. Sims served for more than five years as Director (and then Vice President) of Corporate Communications for Molycorp
from March 2010 through November 2015. Since May 2016, Mr. Sims has also served as Director of Investor and Public Relations for
IBC. Mr. Sims was President and CEO of Policy Communications, Inc. from 1998 until 2010, and served as White House Director of
Communications for the Energy Policy Development Group. A former U.S. Senate Chief of Staff, he is the co-founder and former Executive
Director of the Geothermal Energy Association, and he has served as Board Chairman of the Rare Earth Technology Alliance. He is
an honors graduate of Georgetown University.

J. Morris – Director

 Mr.
Morris was formerly the Chairman of the board of directors of Heritage Oaks Bankcorp ("Heritage Oaks"), the holding
company of Heritage Oaks Bank. When Heritage Oaks Bank merged with Pacific Premier Bancorp on April 1, 2017, Mr. Morris became
a member of the Pacific Premier Bancorp's board of directors, a position he held until May 31, 2020. He joined Heritage
Oaks' board of directors in January 2001 and assumed the board's chairmanship in 2007. In addition, Mr. Morris has
worked since 1972 at Andre, Morris & Buttery, a professional law corporation, where he serves as Senior Principal and has
served as Chairman of the board since 2005. From 2000 to late 2006, Mr. Morris served on the board of Molycorp, a rare earths
producer, which at the time was a wholly owned subsidiary of Unocal and then Chevron Mining. Mr. Morris was the only independent
director of Molycorp at that time. Mr. Morris is a graduate of Georgetown University and received his law degree from the University
of San Francisco School of Law. He has practiced business and environmental law for over 41 years. Mr. Morris served as a member
of the Board of Governors and Vice President of the State Bar of California. He served as a 1st Lieutenant in the U.S. Army from
1970 to 1972.

 David
C. Beling – Director

 Mr.
Beling is a Registered Professional Mining Engineer with 59 years of project and corporate experience. He has served as a director
on the boards of 14 mining companies starting in 1981, including NioCorp since 2011. Mr. Beling is the owner of D.C. Beling &
Assoc., LLC, which provides strategic advisory, project, and corporate development services to the mining industry. His previous
employment and consulting included 14 years with five

 major mining companies and then 44 years with 30+ U.S. and Canadian junior
mining companies. He was the President, CEO, and Director of Bullfrog Gold Corp. from 2011 until October 2020; and the Executive
Vice President and COO of Geovic Mining Corp. from 2004 through 2010. Mr. Beling has examined, significantly reviewed, or been
directly involved with 90 underground mines, 136 open pit mines, and 174 process plants in the global metal, energy, and industrial
mineral sectors.

 Nilsa
Guerrero-Mahon – Director

 A
former CFO and Controller for global corporations in the technology, energy, and government sectors, Ms. Guerrero-Mahon provides
consulting services to domestic and international corporations as the principal at NG Mahon Business Consulting, LLC. In addition,
Ms. Guerrero-Mahon was appointed to the Board of FinGoal Inc. in April 2022, a finance technology company building artificial
intelligence tools for the financial services industry and other financial technology developers. She also serves on the Board
of the State of Colorado Division of Securities. From 2016 to August 2019, she served on the board of directors of Centura Health
Mountains & North Denver Operating Group, the largest division in the Centura Health Care System. From 2014 to 2016, she served
as the Vice Chair of the board of directors and Chaired the Strategy Committee at St. Anthony Hospital. From 2009 to 2017, Ms.
Guerrero-Mahon served as a gubernatorial appointed Board Member of the State of Colorado Financial Services Commission. Among
other prior positions, from 2004 to 2007, she was the Global Services Controller at Microsoft Corporation, overseeing internal
controls and corporate finance activities.

 Ms.
Guerrero-Mahon stays current with the latest Corporate Governance practices and the integration of ESG into the strategy. She
is an NACD Board Leadership Fellow, a member of the SASB Alliance, holds a CERT Certificate in Cybersecurity Oversight from the
Carnegie Mellon University and is currently enrolled in the Climate Leadership Certification program with Diligent Corporation.
Ms. Guerrero-Mahon received an Executive MBA from the Daniels College of Business at the University of Denver, a BS in Business
Administration - Accounting from the Interamerican University in San Juan, Puerto Rico, and an AS in Computer Science from the
EDP School of Computer Programming in San Juan, Puerto Rico. She is a Certified Public Accountant registered in the State of Colorado.

 Peter
Oliver – Director

 With
a background in chemistry, Mr. Oliver began working at Greenbushes, Western Australia, for Sons of Gwalia, a mining company, in
May 2003. After Sons of Gwalia went into administration in 2004, Mr. Oliver was hired by Talison Lithium Limited ("Talison"),
a mining company, where he served as General Manager of Talison's Greenbushes and Wodgina Mines and as Talison's COO,
until Mr. Oliver was appointed as the CEO/Managing director. As Talison's CEO/Managing director, Mr. Oliver led the listing
of Talison on the Toronto Stock Exchange in September 2010.

 Mr.
Oliver guided Talison through its acquisition in 2013 by Tianqi Lithium Corporation ("Tianqi"). He then served as
a corporate adviser to Tianqi, focusing on M&A opportunities and global expansion, including advising on the sale of 49% of
Talison to Albermarle Corp. and the acquisition of 24% of Sociedad Quimica y Minera de Chile S.A., as well as significant expansions
of Talison's Greenbushes lithium concentrate production.

 Mr.
Oliver also was a founding member of Tianqi Lithium Energy Australia Pty Ltd, a wholly owned subsidiary of Tianqi, which was established
to build a major Lithium Hydroxide manufacturing facility in Western Australia. Until June 2021, Mr. Oliver remained as a director
of Talison, a joint venture between Tianqi and Albemarle Corp. In September 2022, Mr. Oliver was appointed to the Board of Latin
Resources, a lithium exploration company in Australia.

 Dean
C. Kehler – Director

 Mr.
Kehler co-founded Trimaran Fund Management, L.L.C. ("Trimaran Fund") in 1998, where he is a Managing Partner, and serves
as a Manager of Trimaran Fund II. Mr. Kehler was also the Co-Chairman and Chief Executive Officer of GX Acquisition Corp. II,
a position he held from August 2018 to March 2023. From 1995 to 2000, Mr. Kehler held senior positions at Canadian Imperial Bank
of Commerce ("CIBC"), including Vice Chairman of CIBC World Markets Corp. Mr. Kehler currently serves on the Boards
of Directors of Portman Ridge Finance Corporation (formerly KCAP Financial Inc.) and Celularity, Inc. Within the last five years,
he has served a director of Inviva Inc.,

 Security First Corp. and Graphene Frontiers, LLC. He holds a bachelor's degree from the
Wharton School of the University of Pennsylvania.

G. Maselli – Director

 Mr.
Maselli is a managing director of Trimaran Fund, a position he has held since 2006, and was the President of Acquisitions of GX
Acquisition Corp. II from August 2018 to March 2023. Before joining Trimaran Fund in February 2006, Mr. Maselli worked in the
Corporate and Leverage Finance Groups of CIBC World Markets. Prior to joining CIBC in 1997, Mr. Maselli served as a Managing Director
in Bear Stearns' corporate finance group and, prior to that, as a Vice President at Kidder Peabody & Co. Incorporated.
Since 2010, Mr. Maselli served on the board of directors of El Pollo Loco Holdings from 2010 to 2024, and he served as their Chairman
of the Board from 2011 to 2023. He served on the board of ChanceLight, Inc. (f/k/a Educational Services of America, Inc.)
until 2018. From 2013 to 2015, he served on the board of directors of Norcraft Companies, Inc., and also served on the board of
managers of its predecessor company beginning in 2003. Additionally, Mr. Maselli served on the board of directors of Standard
Steel, LLC, and was director as well as Chairman of the Board of CB Holding Corp. Mr. Maselli received an MBA with distinction
from The A.B. Freeman School at Tulane University and a bachelor's degree in economics from the University of Colorado.

 Other
Directorships

 The
following is a list of directorships held over the past five years by our directors. Except as listed below, no directors of the
Company are also directors of reporting issuers.

 Name
 of Director

 Other
 Reporting Issuer (or equivalent)

 Exchange

 David
 C. Beling

 Bullfrog
 Gold

 CSE

 J. Morris

 Pacific
 Premier Bancorp

 Mark
A. Smith

 IBC
 Advanced Alloys Corp.

 TSX-V

 Peter
 Oliver

 Latin
 Resources

 ASX

 Dean
 C. Kehler

 El
 Pollo Loco Holdings, Inc.

 Portman
Ridge Finance Corporation

 Celularity,
 Inc.

 GX
Acquisition Corp. II

 G. Maselli

 El
 Pollo Loco Holdings, Inc.

 Legal
Proceedings

 No
director or executive officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.

the past ten years, none of the persons serving as executive officers and/or directors of the Company and, with respect to promoters
or control persons, for the past five years, none have been the subject matter of any of the legal proceedings that are required
to be disclosed pursuant to Item 401(f) of Regulation S-K. Further, no such legal proceedings are believed to be contemplated
by governmental authorities against any director or executive officer.

 Ethical
Business Conduct

 The
Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent
with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance
goals and objectives according to the highest ethical standards.

 In
addition, directors and senior officers are bound by the provisions of the Company's Articles and the British Columbia Business
Corporations Act ("BCBCA"), which set forth how any conflicts of interest are to be dealt with. In particular, any
director who has a material interest in a particular transaction is required to disclose such interest and to refrain from voting
with respect to the approval of any such transaction.

 Insider
Trading Policy

 The
Board has also adopted an insider trading policy (the "Insider Trading Policy") to help ensure, among other things:
(i) that persons to whom the policy applies understand their obligations to preserve the confidentiality of

 "Material Nonpublic
Information" (as defined in the Insider Trading Policy); (ii) strict compliance by all insiders with all requirements relating
to the reporting of insider trading and with respect to trading when in possession of "Material Nonpublic Information";
and (iii) that individuals subject to scheduled and unscheduled blackout periods adhere to the restrictions on trading as set
out in the Insider Trading Policy.

 Code
of Business Conduct and Ethics

 Our
Board has adopted a written Code of Business Conduct and Ethics applicable to our employees, officers, and directors, including
those officers responsible for financial reporting. The Code of Business Conduct and Ethics is available on our website at www.niocorp.com.
If the Board amends the Code of Business Conduct and Ethics or grants a waiver, including an implicit waiver, from the Code of
Business Conduct and Ethics, the Company will disclose the information on its internet website. The waiver information will remain
on the website for at least 12 months after the initial disclosure of such waiver. Given the current size of the Company workforce,
and the lack of significant operations, the Board monitors compliance through periodic discussions with executive management.

 Audit
Committee and Audit Committee Financial Experts

 Our
Audit Committee is currently comprised of Nilsa Guerrero-Mahon, Michael J. Morris, and Michael Maselli, all of whom are independent
directors. Our Board has determined that each of the three members are audit committee financial experts, as defined by the rules
of the SEC. Further, all Audit Committee members are financially literate as defined in NI 52-110. The Audit Committee was established
in accordance with Section 3(a)(58)(A) of the Exchange Act.

 ITEM
 11.
 EXECUTIVE
 COMPENSATION

 The
following table sets out the compensation for the fiscal years ended June 30, 2024 and 2023 for the individual who served as the
Company's CEO during fiscal year 2024, as well as the Company's two other most highly compensated executive officers
other than the CEO who were serving at the end of the last fiscal year (collectively, the "named executive officers"):

2024 Summary Compensation Table

 Name and Principal

 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Awards
 (1)

 ($)

 Total

 ($)

 Mark
 A. Smith, Chief Executive Officer, President (2)

 2024

 $325,000

 $
 —

 $641,250

 $966,250

 2023

 304,000

 100,000

 216,300

 620,300

 Scott
 Honan, Chief Operating Officer

 2024

 280,000

 —

 427,500

 707,500

 2023

 265,000

 50,000

 123,600

 438,600

 Neal
 Shah, Chief Financial Officer and Corporate Secretary

 2024

 250,000

 —

 427,500

 677,500

 2023

 227,500

 50,000

 123,600

 401,100

 (1)

 Reflects
 the grant date fair value of the stock options ("Options") granted during the reported fiscal years. Fiscal year
 2024 grants consisted of 375,000 Options for Mr. Smith and 250,000 Options for each of Messrs. Honan and Shah, in
 each case at an exercise price of $2.99 per share. Fiscal year 2023 grants consisted of 70,000 Options for Mr. Smith
 and 40,000 Options for each of Messrs. Honan and Shah, in each case at an exercise price of $6.95 per share. Grant
 date fair values were computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these
 amounts are described in Note 11 in the Company's consolidated financial statements included in this Annual
 Report on Form 10-K. These Options were fully vested on the grant date and generally remain exercisable until a
 period of three or five years after the grant date.

 (2)

 Disclosed
 amounts were paid to 76 Resources, LLC, an entity controlled by Mr. Smith, as further described below under "Employment
 Agreements and Severance Arrangements."

 Narrative
Disclosure to Summary Compensation Table

 Compensation
Governance

 The
Company's Compensation Committee determines the amount of compensation for the Company's executives, which is designed
to reflect the need to provide incentives and compensation for the time and effort expended by the executives while taking into
account the financial and other resources of the Company. The Compensation Committee has the authority to engage and compensate,
at the expense of the Company, any outside advisor that it determines to be necessary to permit it to carry out its duties (including
compensation consultants and advisers), and generally utilized information provided by Insperity PEO Services LP ("Insperity"),
the Company's Professional Employer Organization, in February 2023, to assess employee salaries relative to industry and
market peers and engaged Bedford Resources Inc. ("Bedford") in November 2023 to provide competitive data in executive
compensation. The Company has assessed the independence of both Insperity and Bedford, and has found no conflicts of interest raised by
their work.

 Compensation
Program Design

 The
Board, in conjunction with the Compensation Committee, determines compensation and rewards to senior management on the basis of
individual and corporate performance, both in the short term and the long term, while at the same time being mindful of the responsibility
that the Company has to its shareholders. In general, the Compensation Committee considers that its compensation program should
be relatively simple in concept, given the current stage of the Company's development, and that its focus should be balanced
between reasonable current compensation and longer-term compensation tied to performance of the Company as a whole.

 The Compensation
Committee has not established a formal set of benchmarks or performance criteria to be met by the Company's named executive
officers; rather, the members of the Compensation Committee use the information provided by Insperity and Bedford, and their own
subjective assessments of the level of success of the Company to determine, collectively, whether or not the named executive officers
are successfully achieving the Company's business plan and strategy and the degree to which they have performed in that regard.
The Compensation Committee has not established any set or formal formula for determining named executive officer compensation,
either as to the amount thereof or the specific mix of compensation elements, and compensation (and adjustments from time to time)
is set through informal discussions at the Compensation Committee level.

 Key
Elements of Named Executive Officer Compensation

 Base
Salaries

 The
members of the Compensation Committee use their own experience and familiarity with the industry, and consider the factors described
above, to determine what they believe to be reasonable base salaries for our named executive officers. The base salaries of the
named executive officers are set at levels which are considered by the members of the Compensation Committee to be competitive,
thereby enabling the Company to compete for and retain executives critical to the long-term success of the Company. Initially,
base salaries (or, for Mr. Smith, base consulting fees) are set through negotiation when executive officers join the Company (with
direct input from the Compensation Committee) and are subsequently reviewed each fiscal year to determine if adjustments are required.

 Bonus
Compensation

 The
Board has discretion, where deemed appropriate and financially affordable for the Company, to grant a cash bonus to a named executive
officer based on the performance of both the individual named executive officer and the Company. No cash bonuses were approved
or paid for the named executive officers for fiscal year 2024.

 Option-Based
Awards

 The
incentive portion of each named executive officer's compensation package consists primarily of Options awarded under the
2017 Amended Long-Term Incentive Plan. Share ownership opportunities through the grant of Options are provided to align the interests
of senior management of the Company with the longer-term interests of the shareholders of the Company.

 The
2017 Amended Long-Term Incentive Plan is administered by the Compensation Committee, and is intended to advance the interests
of the Company through the motivation, attraction and retention of officers and other key employees, directors and consultants
of the Company and affiliates of the Company and to secure for the Company and its shareholders the benefits inherent in the ownership
of Common Shares of the Company by officers and other key employees, directors and consultants of the Company and affiliates of
the Company. Grants of Options under the 2017 Amended Long-Term Incentive Plan are proposed and recommended by the CEO and reviewed
by the Compensation Committee, or are proposed by the Compensation Committee. The Compensation Committee can approve, modify,
or reject any proposed grants, in whole or in part. In general, the allocation of available Options among the eligible participants
in the 2017 Amended Long-Term Incentive Plan is on an ad hoc basis, and there is no set formula for allocating available Options,
nor is there any fixed benchmark or performance criteria to be achieved in order to receive an award of or vest in Options.

 The
Compensation Committee does not consider the accounting value of any such Option grants in determining the number of Options to
award to any individual, as any such "value" is an accounting measure that is not relevant to incentivizing the individual.
The timing of the grants of Options is determined by the Compensation Committee, and there is no regular interval for the awarding
of Option grants. In general, a higher level of responsibility will result in a larger grant of Options. Because the number of
Options available is limited, in general, the Compensation Committee aims to have individuals at what it subjectively considers
to be the same levels of responsibility holding equivalent numbers of Options, with additional grants being allocated for individuals
who the Compensation Committee believes are in a position to more directly affect the success of the Company through their efforts.

 The
Compensation Committee looks at the overall number of Options held by an individual (plus the exercise prices and remaining terms
of existing Options and whether any previously granted Options have expired out of the money or were exercised) and takes such
information into consideration when reviewing proposed new grants. After considering the CEO's recommendations, if any,
and the foregoing factors, the resulting proposed Option grant is then submitted to the Board for final approval.

the fiscal year ended June 30, 2024, the Compensation Committee approved all recommendations for the grant of Options proposed
by management, and the named executive officers were granted the following number of Options effective February 15, 2024, each
with an exercise price per share of $2.99 per share: Mr. Smith, 375,000 Options; Mr. Honan, 250,000 Options; and Mr. Shah, 250,000
Options. These Options were fully vested and exercisable on the grant date and generally remain exercisable until five years after
the grant date.

 On
March 28, 2024, the Board approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95
and C$9.52, under which the option to exercise in C$ was removed. No other terms or conditions were amended by the Board.

 Employment
Agreements and Severance Arrangements

 The
Company and KMSmith, LLC ("KMSmith"), an entity controlled by Mark A. Smith, entered into a Consulting Agreement effective
September 23, 2013 (as amended, the "Smith Agreement"). On August 31, 2020, the Company, KMSmith and 76 Resources,
Inc., an entity controlled by Mr. Smith, entered into a Contract Assignment and Novation Agreement, pursuant to which KMSmith
assigned all of its rights under the Smith Agreement to 76 Resources, Inc. and 76 Resources, Inc. assumed all of KMSmith's
obligations under the Smith Agreement by novation. On August 1, 2021, the Company, 76 Resources, Inc. and 76 Resources, LLC, an
entity controlled by Mr. Smith, entered into a Contract Assignment and Novation Agreement, pursuant to which 76 Resources, Inc.
assigned all of its rights under the Smith Agreement to 76 Resources, LLC and 76 Resources, LLC assumed all of 76 Resources, Inc.'s
obligations under the Smith Agreement by novation. Under the terms of the Smith Agreement, 76 Resources, LLC (as ultimate successor
in interest to KMSmith), through Mr. Smith, performs the duties and responsibilities of the CEO of the Company and related services,
for an indefinite term at a base rate of $325,000 per year, generally payable in equal monthly installments of $27,083. Any bonuses
and incentive payments are payable at the discretion of the Board. Mr. Smith is eligible to receive Options under the 2017 Amended
Long-Term Incentive Plan, as determined by the Board.

 The
Company may terminate the Smith Agreement at any time without notice or payment if (1) 76 Resources, LLC commits a material breach
of the Smith Agreement (subject to a cure period in certain circumstances), (2) Mr. Smith dies or becomes permanently disabled,
or (3) certain other "for cause" scenarios occur (as further described in the Smith Agreement). In the event the Smith
Agreement is terminated by the Company for any other reason or if 76

 Resources, LLC terminates the Smith Agreement on the occurrence
of a Triggering Event, the Company shall pay 76 Resources, LLC a lump sum termination fee equal to the base fee in effect at the
termination date as well as the average of any annual bonuses or other cash incentive payments for two calendar years immediately
preceding the year the termination occurs. A Triggering Event is defined as: a substantial change in the nature of services to
be performed by 76 Resources, LLC; a material breach by the Company of the Smith Agreement that is not remedied within 30 days
of notice; the cessation of the Company as a going concern; the failure of the Company to pay a material amount due pursuant to
the Smith Agreement within 30 days of the due date; or a material reduction in base fee or any other form of compensation payable
by the Company to 76 Resources, LLC, except where all senior executives or consultants of the Company are subject to relatively
similar reductions in such values. 76 Resources, LLC may terminate the Smith Agreement for a reason other than a Triggering Event
on 90 days' written notice and, should the Company immediately accept such termination notice, it shall pay 76 Resources,
LLC the sum of $69,904. Should a change of control of the Company occur (as that term is defined in the Smith Agreement) and,
within one year, either a Triggering Event occurs and 76 Resources, LLC terminates the Smith Agreement or 76 Resources, LLC's
engagement is terminated by the Company under circumstances that would give rise to a termination payment in the absence of a
change of control, then 76 Resources, LLC shall be entitled to receive an amount equal to the base fee in effect at the termination
date as well as the average of any annual bonuses or other cash payments for two calendar years immediately preceding the year
the termination occurs. In the event 76 Resources, LLC is entitled to a termination payment with respect to a change of control,
any Options previously granted to Mr. Smith shall become fully vested and shall remain exercisable for the original term of grant
despite a termination of the services of 76 Resources, LLC. Termination payments under the Smith Agreement are generally contingent
on a release of claims by 76 Resources, LLC. The Smith Agreement also includes customary confidentiality and six-month employee
non-solicitation provisions.

 If
the Smith Agreement had been terminated by the Company for any reason other than as set out in the Smith Agreement, if 76 Resources,
LLC terminated the Smith Agreement on the occurrence of a Triggering Event, or had a change of control of the Company occurred
and within one year, either a Triggering Event occurred and 76 Resources, LLC terminated the Smith Agreement or 76 Resources,
LLC's engagement was terminated by the Company without the occurrence of a Triggering Event for any reason other than as
set out in the Smith Agreement, effective as of June 30, 2024, 76 Resources, LLC (as ultimate successor in interest to KMSmith)
would have been entitled to a payment of $375,000.

 As
previously disclosed, on September 25, 2022, in connection with our entry into the Business Combination Agreement, Messrs. Shah
and Honan (the "Covered Officers") entered into employment agreements with a United States affiliate (the "U.S.
Affiliate") of the Company (the "Employment Agreements"). The Employment Agreements became effective upon the
closing of the GXII Transaction, and will continue until either the Covered Officer or the U.S. Affiliate terminates the Covered
Officer's employment for any reason. Pursuant to the Employment Agreements, Mr. Shah continues to serve as Chief Financial
Officer of the Company, and Mr. Honan continues to serve as the COO of the Company and serves as President of the U.S. Affiliate.

 The
Employment Agreement for Mr. Shah provides for an initial annual base salary of $220,000 per year, and Mr. Honan's Employment
Agreement provides for an initial annual base salary of $260,000 per year. The annual base salary rates for the Covered Officers
will be reviewed at least annually for potential increases. As described above, the base salary rates of Messrs. Shah and Honan
were increased in fiscal 2023 to $250,000 for Mr. Shah and $280,000 for Mr. Honan. The Employment Agreements also provide each
of the Covered Officers with eligibility to participate in (1) any annual cash bonus plan and/or any long-term incentive compensation
plan as may be established by the U.S. Affiliate or its affiliates, and (2) any employee benefit plan, program, or policy of the
U.S. Affiliate or its affiliates as may be in effect for senior executives of the U.S. Affiliate or its affiliates generally.
The Employment Agreements also include the following additional features: (1) severance benefits upon certain qualifying terminations
of employment, consisting of: (a) for a qualifying termination of the Covered Officer's employment by the U.S. Affiliate
without Cause (as such term is defined in the Employment Agreements) that does not occur within two years after a Change in Control
of the U.S. Affiliate (as defined in the Employment Agreements), certain accrued obligations, plus 12 months of salary continuation,
and (b) for a qualifying termination of the Covered Officer's employment by the U.S. Affiliate without Cause or by the Covered
Officer for Good Reason (as such term is defined in the Employment Agreements) that occurs within two years after a Change in
Control (a "Change in Control Termination"), certain accrued obligations, and a lump sum cash amount equal to two
times the Covered Officer's annual base salary as in effect at the time of such termination; and (2) a requirement that
each Covered Executive execute a customary release of claims in favor of the U.S. Affiliate to receive severance compensation.
In connection

 with the Covered Officers entering into the Employment Agreements each Covered Officer also entered into a restrictive
covenant agreement (a "Restrictive Covenant Agreement"). The Restrictive Covenant Agreements include customary restrictive
covenants, including non-competition and non-solicitation obligations that remain in effect both during the employment term and
for one year following termination of the Covered Officer's employment other than a Change in Control Termination (in which
case the period will be two years following such Change in Control Termination), as well as other customary restrictive covenants,
such as confidentiality provisions.

 Stock
Options Under the 2017 Amended Long-Term Incentive Plan

 In
accordance with the 2017 Amended Long-Term Incentive Plan, the Company granted Options to its named executive officers during
the Company's 2024 fiscal year; no other equity-based awards were granted to the named executive officers during the 2024
fiscal year.

 The
following table sets forth the outstanding equity awards for each named executive officer at June 30, 2024. The Company has not
granted full value stock-based awards to any of its named executive officers.

 Outstanding
Equity Awards at 2024 Fiscal Year-End

 Awards

 Name

 Grant
 Date

 Number
 of

 Underlying

 Unexercised

 Options

 (#)

 Exercisable

 Number
 of

 Underlying

 Unexercised

 Options

 (#)

 Unexercisable

 Exercise

 Price
 ($)

 Expiration

 Date

 Mark
 A. Smith

 12/17/2021

 65,000

 —

 $9.94

 (1)

 12/17/2024

 03/27/2023

 70,000

 —

 6.95

 03/27/2026

 02/15/2024

 375,000

 —

 2.99

 02/15/2029

 Scott
 Honan

 12/17/2021

 30,000

 —

 9.94

 (1)

 12/17/2024

 03/27/2023

 40,000

 —

 6.95

 03/27/2026

 02/15/2024

 250,000

 —

 2.99

 02/15/2029

 Neal
 Shah

 12/17/2021

 30,000

 —

 9.94

 (1)

 12/17/2024

 03/27/2023

 40,000

 —

 6.95

 03/27/2026

 02/15/2024

 250,000

 —

 2.99

 02/15/2029

 (1)

 exercise price based on a spot exchange rate of C$1.3687 to US$1.00 on June 30, 2024.

 Retirement
Plan Benefits

 Messrs.
Honan and Shah are each eligible to participate in the Company's 401(k) savings plan, which is designed to reward continued
employment with the Company and assist participants with financial preparation for retirement. All amounts credited under the
401(k) savings plan relate to participant contributions. The Company does not currently make matching or other contributions to
the 401(k) savings plan.

 Termination
and Change of Control Benefits

 Except
as described above, the Company has not entered into any plans or arrangements in respect of remuneration received or that may
be received by the named executive officers in respect of compensating such officers or directors in the event of a change of
control, termination of employment (as a result of resignation, retirement, change of control, etc.) or a change in responsibilities
following a change of control. Options are generally subject to clawback provisions, and provide for post-employment exercise
periods, pursuant to the terms of such awards and the 2017 Amended Long-Term Incentive Plan.

2024 Director Compensation

 One
of the directors serving on the Board (Mark A. Smith) is also a named executive officer. For a description of the compensation
paid to Mr. Smith, see "Fiscal 2024 Summary Compensation Table" above.

 The
following table sets forth all compensation the Company granted to our directors, other than Mr. Smith, for the fiscal year ended
June 30, 2024:

 Name

 Fees
 Earned or Paid in Cash

 ($)

 Awards
 ($) (1)

 All
 Other Compensation

 ($)

 Total

 ($)

 David
 C. Beling

 $–

 $85,500

 $–

 $85,500

 J. Morris

 –

 128,250

 –

 128,250

 Nilsa
 Guerrero-Mahon

 –

 128,250

 –

 128,250

 Peter
 Oliver

 –

 –

 Dean
 C. Kehler

 –

 –

 G. Maselli

 –

 –

 Anna
 Castner Wightman (2)

 –

 –

 –

 –

 (1)

 Reflects the grant date fair value of Options granted during the 2024 fiscal year, consisting of 75,000 Options each for Mr.
Morris, and Ms. Guerrero-Mahon, and 50,000 Options each for Messrs. Beling, Oliver, Kehler, and Maselli, in each case at an exercise
price of $2.99 per share, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts
are described in Note 11 in the Company's consolidated financial statements included in this Annual Report on Form 10-K.
These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.

 (2)
 Ms. Wightman served as a member of the Board until January
19, 2024, and did not receive a grant of Options during the 2024 fiscal year.

 For
the fiscal year ended June 30, 2024, the directors of the Company did not receive any cash fees for serving on the Board. The
directors of the Company have no standard compensation arrangements, or any other arrangements, with the Company, except as herein
disclosed. Option grants are determined by the Compensation and Organization Committee of the Board (the "Compensation Committee")
on a discretionary basis each year. Executive officers of the Company who also act as directors of the Company do not receive
any additional compensation for services rendered in such capacity. See "Fiscal 2024 Summary Compensation Table" above.

 The
aggregate number of Option awards outstanding at the end of fiscal year 2024 for each non-employee director who served during
fiscal 2024 was as follows: Mr. Beling, 117,500 Options; Mr. Morris, 157,500 Options; Ms. Guerrero-Mahon, 150,000 Options; Mr.
Oliver, 140,000 Options; Mr. Kehler, 50,000 Options; and Mr. Maselli, 50,000 Options. As of June 30, 2024, all the above Options
were 100% vested.

of the 2017 Amended Long-Term Incentive Plan

 On
January 19, 2024, NioCorp's shareholders approved the adoption of the 2017 Amended Long-Term Incentive Plan. Under the 2017
Amended Long-Term Incentive Plan, the Board may in its discretion from time-to-time grant stock options, share units (in the form
of restricted share units ("RSUs") and performance share units ("PSUs")) and dividend equivalents to non-employee
directors, employees and certain other service providers (as further described in the 2017 Amended Long-Term Incentive Plan) of
the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Amended Long-Term Incentive
Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the 2017 Amended Long-Term
Incentive Plan, together with all other security-based compensation arrangements of the Company, may not exceed 10% of the issued
and outstanding Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall
not exceed 5% of the issued and outstanding Common Shares from time to time. Further, the aggregate number of Common Shares reserved
for issuance to any one participant under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation
arrangements of the Company, must not exceed 5% of the then issued and outstanding Common Shares (on a non-diluted basis). The
maximum number of Common Shares (1) issued to insiders (for purposes of the Toronto Stock Exchange Company Manual) within any
one-year period and (2) issuable to insiders at any time, under the 2017 Amended Long-Term

 Incentive Plan, or when combined with
the Company's other security-based compensation arrangements, will not exceed 10% of the number of the then issued and outstanding
Common Shares.

 The
following table presents the burn rates for the 2017 Amended Long-Term Incentive Plan since inception:

 Year

 Ending June 30

 Number of awards

 granted (1)

 Weighted average number of Common

 Shares outstanding

 Burn
 rate

 2024

 1,625,000

 34,320,024

 4.7%

 2023

 578,000

 28,705,840

 2.0%

 2022

 447,500

 26,373,722

 1.7%

 2021

 370,000

 24,196,711

 1.5%

 2020

 —

 23,461,012

 0.0%

 ITEM
 12.
 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth the beneficial ownership of Common Shares of NioCorp for the following: (1) each person who is known
by NioCorp to beneficially own more than 5% of the outstanding shares of NioCorp's Common Shares; (2) each of the named
executive officers (as defined in the "Fiscal 2024 Summary Compensation Table," above); (3) each of NioCorp's
directors; and (4) all directors and executive officers of NioCorp as a group.

 Beneficial ownership
of Common Shares in the table below is determined in accordance with the rules of the SEC and includes voting or investment power
with respect to the Common Shares. Common Shares that may be acquired by an individual or group within 60 days of September 20,
2024, pursuant to the exercise of options to purchase Common Shares ("Options"), the exercise of Common Share purchase
warrants ("Warrants") or the exchange of shares of Class B common stock of ECRC (formerly known as GXII), are deemed
to be outstanding for the purpose of computing the percentage ownership of such individual or group but are not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based
on 38,660,244 Common Shares outstanding as of September 20, 2024. Unless otherwise noted in the table below, Options vested at the
grant date.

 Except
as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment
power with respect to all Common Shares shown to be beneficially owned by them, based on information provided to us by such shareholders.
Unless otherwise indicated, the address for each director and executive officer listed is: c/o NioCorp Developments Ltd., 7000
South Yosemite Street, Suite 115, Centennial, CO 80112.

 Name
 and Address of

 Beneficial Owner

 Position

 Amount and

 Nature of

 Beneficial

 Ownership
 (1)

 Percent
 of

 Common Shares

 Mark
 A. Smith, PE, Esq.

 Highlands
Ranch, Colorado, USA

 Chief
 Executive Officer, President, Executive Chairman and Director

 2,645,397

 (2)

 6.75%

 Neal
 Shah

 Superior,
Colorado, USA

 Chief
 Financial Officer and Corporate Secretary

 395,032

 (3)

 1.01%

 Scott
 Honan

 Centennial,
Colorado, USA

 Chief
 Operating Officer

 375,762

 (4)

 *

 Jim
 Sims

 Golden
Colorado, USA

 VP
 – External Affairs

 377,928

 (5)

 *

 J. Morris

 San
Luis Obispo, California, USA

 Lead

 219,698

 (6)

 *

 David
 C. Beling

 Grand
Junction, Colorado, USA

 189,513

 (7)

 *

 Nilsa
 Guerrero-Mahon

 Brighton,
Colorado, USA

 196,068

 (8)

 *

 Dean
 Kehler
 New York, New York, USA

 3,500,369

 (9)

 8.32%

 Maselli

 Pelham,
New York, USA

 588,235

 (10)

 1.50%

 Peter
 Oliver

 Bunbury,
Western Australia, Australia

 140,000

 (11)

 *

 All
 current directors, executive officers and named executive officers as a group (11 persons)

 8,628,002

 19.28%

 Cooper
 Road, LLC

 Miami
Beach, Florida, USA

 3,126,231

 (12)

 7.48%

 *
Represents ownership of less than 1%.

 (1)
 Calculated
 in accordance with Rule 13d-3 of the Exchange Act.

 (2)
 As
 of September 20, 2024, Mr. Smith beneficially owns 2,088,596 outstanding Common
 Shares. In addition, Mr. Smith beneficially owns 46,801 Common Shares issuable upon exercise
 of 46,801 Warrants issued in connection with the December 2023 Private Placement. In
 addition, he beneficially owns 510,000 vested Options comprised of the following: (i)
 on December 17, 2021, Mr. Smith was granted 65,000 Options for a period of three years
 at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Smith was granted
 70,000 Options for a period of three years at a price of $6.95 per Common Share, and
 (iii) on February 15, 2024, Mr. Smith was granted 375,000 Options for a period of five

 (3)
 As
 of September 20, 2024, Mr. Shah beneficially owns 65,671 outstanding Common Shares.
 In addition, Mr. Shah beneficially owns 9,361 Common Shares issuable upon exercise of
 9,361 Warrants issued in connection with the December 2023 Private Placement. In addition,
 he beneficially owns 320,000 vested Options comprised of the following: (i) on December
 17, 2021, Mr. Shah was granted 30,000 Options for a period of three years at a price
 of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Shah was granted 40,000 Options
 for a period of three years at a price of $6.95 per Common Share; and (iii) on February
 15, 2024, Mr. Shah was granted 250,000 Options for a period of five years at a price
 of $2.99 per Common Share.

 (4)
 As
 of September 20, 2024, Mr. Honan beneficially owns 55,762 outstanding Common Shares.
 In addition, he beneficially owns 320,000 vested Options comprised of the following:
 (i) on December 17, 2021, Mr. Honan was granted 30,000 Options for a period of three
 years at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Honan was granted
 40,000 Options for a period of three years at a price of $6.95 per Common Share; and
 (iii) on February 15, 2024, Mr. Honan was granted 250,000 Options for a period of five

 (5)
 As
 of September 20, 2024, Mr. Sims beneficially owns 57,928 outstanding Common Shares
 In addition, he beneficially owns 320,000 vested Options comprised of the following:
 (i) on December 17, 2021, Mr. Sims was granted 30,000 Options for a period of three years
 at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Sims was granted
 40,000 Options for a period of three years at a price of $6.95 per Common Share; and
 (iii) on February 15, 2024, Mr. Sims was granted 250,000 Options for a period of five

 (6)
 As
 of September 20, 2024, Mr. Morris beneficially owns 62,198 outstanding Common
 Shares. He shares both voting and investment power with respect to 5,525 of such Common
 Shares with his wife as the only trustees of the Michael

 and Sandra Morris Trust. In
 addition, he beneficially owns 157,500 vested Options comprised of the following: (i)
 on December 17, 2021, Mr. Morris was granted 32,500 Options for a period of three years
 at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Morris was granted
 50,000 Options for a period of three years at a price of $6.95 per Common Share; and
 (iii) on February 15, 2024, Mr. Morris was granted 75,000 Options for a period of five

 (7)
 As
 of September 20, 2024, Mr. Beling beneficially owns 72,013 outstanding Common
 Shares. In addition, he beneficially owns 117,500 vested Options comprised of the following:
 (i) on December 17, 2021, Mr. Beling was granted 27,500 Options for a period of three
 years at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Mr. Beling was
 granted 40,000 Options for a period of three years at a price of $6.95 per Common Share;
 and (iii) on February 15, 2024, Mr. Behling was granted 50,000 Options for a period of
 five years at a price of $2.99 per Common Share.

 (8)
 As
 of September 20, 2024, Ms. Guerrero-Mahon beneficially owns 46,068 Common Shares.
 In addition, she beneficially owns 150,000 vested Options comprised of the following:
 (i) on December 17, 2021, Ms. Guerrero-Mahon was granted 30,000 Options for a period
 of three years at a price of C$13.60 per Common Share; (ii) on March 27, 2023, Ms. Guerrero-Mahon
 was granted 45,000 Options for a period of three years at a price of $6.95 per Common
 Share; and (iii) on February 15, 2024, Ms. Guerrero-Mahon was granted 75,000 Options
 for a period of five years at a price of $2.99 per Common Share.

 (9)

 As of September 20, 2024, Mr. Kehler beneficially owns 78,003 Common Shares. In addition, Mr. Kehler beneficially owns 78,003 Common Shares issuable upon exercise of 78,003 Warrants issued in connection with the December 2023 Private Placement, and he beneficially owns 50,000 vested Options comprised of the following: on February 15, 2024, Mr. Kehler was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share. In addition, Mr. Kehler beneficially owns 1,441,290 Common Shares issuable upon the exchange of shares of Vested Shares. He shares both voting and investment power with respect to 318,480 such Vested Shares with U.S. Trust Company of Delaware, as co-trustee of the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated December 12, 2012 (the "Elizabeth Kehler Trust"). In addition, Mr. Kehler beneficially owns 1,853,073 Common Shares issuable upon exercise of 1,657,057 Private Warrants held by Mr. Kehler. Does not include Common Shares that may be issuable upon exchange of (i) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr. Kehler that will vest when the volume-weighted average price of the Common Shares on the principal exchange of the Common Shares as reported by Bloomberg ("VWAP") equals or exceeds approximately $12.00 per share for 20 of any 30 consecutive trading days during the period from March 17, 2023 to March 17, 2033 (such period, the "Earnout Share Period") on any stock exchange on which the Common Shares are then trading (such Common Shares, the "Tranche I Earnout Shares"), (ii) 417,030 Common Shares issuable upon the exchange of Earnout Shares held by Mr. Kehler that will vest when the VWAP of the Common Shares equals or exceeds approximately $15.00 per share for 20 of any 30 consecutive trading days during the Earnout Share Period on any stock exchange on which the Common Shares are then trading (such Common Shares, the "Tranche II Earnout Shares"), (iii) 118,284 Tranche I Earnout Shares held by the Elizabeth Kehler Trust and (iv) 118,284 Tranche II Earnout Shares held by the Elizabeth Kehler Trust.

 (10)

 As of September 20, 2024, Mr. Maselli beneficially owns 323, 085 Common Shares issuable upon the exchange of Vested Shares. In addition, he beneficially owns 50,000 vested Options comprised of the following: on February 15, 2024, Mr. Maselli was granted 50,000 Options for a period of five years at a price of $2.99 per Common Share. In addition, Mr. Maselli beneficially owns 215,150 Common Shares issuable upon exercise of 192,392 Private Warrants held by Mr. Maselli. Does not include Common Shares that may be issuable upon exchange of (i) 119,998 Tranche I Earnout Shares held by Mr. Maselli and (ii) 119,998 Tranche II Earnout Shares held by Mr. Maselli.

 (11)
 As
 of September 20, 2024, Mr. Oliver beneficially owns 140,000 vested Options comprised
 of the following: (i) on May 30, 2022, Mr. Oliver was granted 50,000 Options for a period
 of three years at a price of C$11.00; and (ii) on March 27, 2023, Mr. Oliver was granted
 40,000 Options for a period of three years at a price of $6.95 per Common Share; and
 (iii) on February 15, 2024, Mr. Oliver was granted 50,000 Options for a period of five

 (12)
 As
 reported by Cooper Road, LLC on a Schedule 13G filed with the SEC on December 18, 2023.
 Cooper Road, LLC is controlled by Jay Bloom.

 EQUITY
COMPENSATION PLANS

 The
Company has maintained equity compensation plans under which Options have been granted. Option grants have been determined by
the Company's directors and are only provided in compliance with applicable laws and regulatory policy. The following information
is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities
were authorized for issuance as of June 30, 2024.

 Equity
 Compensation Plan Information

 Plan
Category

 Number of Securities

 to be Issued Upon

 Exercise of

 Outstanding Options,

 Warrants, and Rights

 Weighted-Average

 Exercise
Price of

 Outstanding

 Options, Warrants,

 and Rights

 Number of Securities Remaining

 Available for Future Issuance Under

 Equity Compensation Plans

 (Excluding Securities Reflected in

 Second
Column)

 Equity
 Compensation Plans Approved by Security Holders (1)

 2,495,500

 $4.78

 1,310,764 (2)

 Equity
 Compensation Plans Not Approved by Security Holders

 -

 -

 -

 Total (3)

 2,495,500

 $4.78

 1,310,764 (3)

 (1)

 Options granted pursuant to the 2017 Amended Long-Term Incentive Plan.

 (2)

 Generally,
 the aggregate number of Common Shares reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan,
 together with all other security-based compensation arrangements of the Company may not exceed 10% of the issued and outstanding
 Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed
 5% of the issued and outstanding Common Shares from time to time. Common Shares subject to any grant (or any portion thereof)
 that are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned, or otherwise terminated will again
 be available for grant under the 2017 Amended Long-Term Incentive Plan.

 (3)

 As
 of the date of this report there are: (i) 2,455,500 outstanding securities awarded under the 2017 Amended Long-Term Incentive
 Plan representing 6.35% of the Company's currently issued and outstanding Common Shares; and (ii) 1,410,524 remaining
 securities available for grant representing 3.65% of the Company's currently issued and outstanding Common Shares.

 Performance Graph

 The following
graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2019, to June 30, 2024, with
cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index:

 Overall,
the Company's cumulative return for the five-year period ended below the range of returns for the two selected indices.
As an exploration stage company, executive officer compensation has not historically been adjusted to reflect share performance
trends. Compensation to executive officers remained flat from 2013 through February 2023, except for increases supported by additional
job responsibilities and/or job promotions. Effective September 1, 2019, the Board approved a 10% base rate increase for all NioCorp
employees and effective April 1, 2023, the Compensation Committee approved a base rate average increase of 12% for all NioCorp
employees. There were no salary increases granted during fiscal year 2024.

 ITEM
 13.
 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
following sets forth certain information regarding transactions between the Company (and its subsidiaries) and its officers, directors,
and significant shareholders. There have been no other transactions since the end of the Company's most recently completed
fiscal year and there are no currently proposed transactions in which the Company was or is to be a participant and the amount
involved exceeds $120,000, and in which any related person (for purposes of Item 404 of Regulation S-K) had or will have a direct
or indirect material interest.

 Loan
Transactions:

 Mr.
Smith is our Chief Executive Officer, President, Executive Chairman, and Director. On January 16, 2017, the Company and Mr. Smith
entered into a credit agreement (the "Smith Credit Agreement") pursuant to which Mr. Smith agreed to make available
to the Company a credit facility of initially up to $2,000,000. On January 17, 2020, the Company entered into an amending agreement
to the Smith Credit Agreement, increasing the limit of the credit facility to $2,500,000 from the previous limit of $2,000,000.
On April 3, 2020, the Smith Credit Agreement was amended to increase the limit of the credit facility to $3,000,000 and on June
10, 2020, the Smith Credit Agreement was amended to increase the limit of the credit facility to $3,500,000. In addition, on June
10, 2020, the maturity date for the Smith Credit Agreement was extended to December 15, 2020. On December 14, 2020, the maturity
date for the Smith Credit Agreement was extended to December 15, 2021. On December 13, 2021, the maturity date for the Smith Credit
Agreement was extended to June 30, 2022. On June 29, 2022, the maturity date for the Smith Credit Agreement was extended to June
30, 2023. On February 28, 2023, the Smith Credit Agreement was amended to increase the borrowing limit to $4,000,000 from the
previous limit of $3,500,000. The Company subsequently drew down $1,130,000, leaving an available balance under the Smith Credit
Agreement of $52,000.

 The
largest aggregate amount of principal outstanding under the Smith Credit Agreement during the year ended June 30, 2023, was $3,130,000.
Principal repayments of $3,130,000 were made under the Smith Credit Agreement during the year ended June 30, 2023. In addition,
interest payments of $183,343 were paid under the Smith Credit Agreement during the year ended June 30, 2023, and $0 of interest
remained payable as of June 30, 2023. As of June 30, 2023, all principal and accrued interest outstanding under the Smith Credit
Agreement had been repaid and the

 Smith Credit Agreement expired on June 30, 2023. Accounts payable and accrued liabilities as
of June 30, 2024, includes $28,250 of origination fees payable under the Smith Credit Agreement.

 On
September 11, 2024, the Company and Mr. Mark Smith entered into a Loan Agreement (the "Smith Loan Agreement")
pursuant to which Mr. Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to
$2,000,000 (the "Loan"). The Loan is non-revolving and amounts paid back under the terms of the Smith Loan
Agreement do not again become available for drawdowns at the request of the Company.

 The
Company will pay interest to Mr. Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to
10% per annum, calculated monthly in arrears, through to the date of repayment of the Loan. Mr. Smith will also receive an
establishment fee equal to 2.5% of the amount of any drawdown payable at the time of the drawdown as consideration of the
advancement of such drawdown. Any outstanding balance on the Loan, including accrued interest, shall be immediately due and
payable by the Company on the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the
occurrence of an event of default thereunder, (the "Due Date"). The Company can repay
the Loan at any time without notice and without penalty, but any amount of principal or interest repaid by the Company prior
to the Due Date will be subject to an early payment fee of 2.5% of the value of any such payment. Amounts outstanding under the Smith Loan Agreement are secured by all of the Company's assets pursuant to a general
security agreement between the Company and Mr. Smith, dated September 11, 2024.

 As
of September 20, 2024, $33,000 had been borrowed under the Smith Loan Agreement. The largest aggregate amount of principal
outstanding under the Smith Loan Agreement during the period ended September 20, 2024, was $33,000, and there have been
no loan repayments or interest repayments as of September 20, 2024.

 Related Person Transactions Entered into in Connection with the 2023
Transactions

 The disclosure under Item
1, " Business—Historical Development of the Business—The 2023 Transactions," is incorporated by reference
herein.

 In connection with the Closing,
all of the shares of Class B common stock of ECRC were issued to the Sponsor in respect of shares of Class B common stock of GXII
that were originally issued to the Sponsor for $25,000 in the aggregate. In connection with the Closing, the Sponsor distributed
all of the outstanding shares of Class B common stock of ECRC to its members, including Messrs. Maselli and Kehler, for no additional
consideration, and such members joined the Sponsor Support Agreement and the Exchange Agreement, as parties thereto.

 In connection with the Closing,
the Private Warrants and shares of Class B common stock of ECRC issued to the Sponsor were subsequently distributed by the Sponsor
to its members, including Messrs. Maselli and Kehler, for no additional consideration, and such members joined the Sponsor Support
Agreement and the Exchange Agreement, as parties thereto. The Sponsor acquired the shares of Class B common stock of GXII in respect
of which the shares of Class B common stock of ECRC were issued for $25,000 in the aggregate. The Sponsor acquired the GXII Warrants
in respect of which the Private Warrants were issued in a private placement that occurred simultaneously with the closing of the
initial public offering of GXII at a purchase price of $1.50 per GXII Warrant.

 Pursuant to the Business Combination
Agreement, at the Closing, NioCorp, ECRC, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties
thereto, including Messrs. Maselli and Kehler (collectively, the "RRA Shareholders"), entered into the Amended and
Restated Registration Rights Agreement, dated March 17, 2023 (the "Registration Rights and Lockup Agreement"), pursuant
to which, among other things, NioCorp became obligated to file a shelf registration statement to register the resale of (i) outstanding
Common Shares, (ii) Common Shares exchangeable for the shares of Class B common stock of ECRC, (iii) Private Warrants and (iv)
Common Shares issuable upon exercise of the NioCorp Assumed Warrants, in each case, held by the RRA Shareholders immediately after
the Closing. The Registration Rights and Lockup Agreement also provides the RRA Shareholders with certain "demand"
and "piggy-back" registration rights, subject to certain requirements and customary conditions, and provides for certain
"lock-up" restrictions on transfer by the RRA Shareholders of such securities held by them after the Closing.

 The shares of Class B common stock of ECRC and Private Warrants beneficially owned by Messrs. Maselli
and Kehler, as disclosed under Item 12, " Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters " above, have an aggregate market value of approximately $3.0 million and $0.2 million, respectively, based on
the closing price of the Common Shares of $1.72 and the closing price of the Public Warrants of $0.10 on Nasdaq on September 19,
2024.

 Effective immediately upon
the Closing, the Board increased the size of the Board to nine members and appointed each of Messrs. Maselli and Kehler to the
Board. Messrs. Maselli and Kehler served on the board of directors of GXII prior to the Closing. Pursuant to the Business Combination
Agreement, the Company was required to cause two directors identified by GXII to become directors of the Company as of Closing,
and the Board appointed Messrs. Maselli and Kehler to the Board pursuant to such requirement.

 December 2023 Private Placement

 Certain of the Company's officers and directors, including Messrs.
Kehler, Smith and Shah, subscribed to purchase an aggregate of 138,845 December 2023 Units in the December 2023 Private Placement. Each
officer and director of the Company who subscribed to purchase December 2023 Units in the December 2023 Private Placement paid a purchase
price of US$3.205 per unit (the "Insider Unit Price") upon the closing of the December 2023 Private Placement. The Insider
Unit Price included US$0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by officers and directors of the Company.
Messrs. Kehler, Smith and Shah purchased 78,003 December 2023 Units, 46,801 December 2023 Units, and 9,361 December 2023 Units, respectively,
for aggregate purchase prices of $249,999.62, $149,997.21, and $30,002.01, respectively. The remaining investors in the December 2023
Private Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase
an aggregate of 274,587 December 2023 Units at a purchase price per December 2023 Unit of US$3.08, which is equal to the consolidated
closing bid price for the Common Shares as reported by Nasdaq on December 13, 2023. Gross proceeds to the Company from the December 2023
Private Placement were approximately US$1.29 million.

 Review,
Approval or Ratification of Related Person Transactions

 Other than as
described below, the Company does not currently have in place any specific policy or procedure in respect of the review, approval
or ratification of any transaction required to be reported under Item 404(a) of Regulation S-K. Sections 147-153 of the BCBCA set
out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with a resolution
in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose that interest
in writing to the corporation's board of directors prior to the approval of such matter. This procedure ensures that each
equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in such sale.
All loan transactions from directors and officers are typically subject to review and approval by the Board prior to acceptance
and are documented in the meeting minutes or resolutions related to same. Under its charter, the Audit Committee is responsible
for reviewing and approving any related party transaction in advance of such transaction, unless the Chief Financial Officer or
General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, in which case the related
party transaction will be submitted to the Chair of the Audit Committee, who will have delegated authority to act between Audit
Committee meetings.

Independence

 The
Company's Board consists of Messrs. Smith, Morris, Beling, Oliver, Kehler, and Maselli and Ms. Guerrero-Mahon. The Company
 utilizes the definition of "independent" as it is set forth in Nasdaq Listing Rule 5605(a)(2)
("Rule 5605(a)(2)") and National Instrument 52-110 Audit Committees ("NI 52-110"). Further,
the Board considers all relevant facts and circumstances in its determination of independence of all members of the Board (including
any relationships). Currently, Messrs. Morris, Beling, Oliver, Kehler, and Maselli and Ms. Guerrero-Mahon are considered independent
directors.

 ITEM
 14.
 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 The
following table presents fees for professional services rendered by Deloitte & Touche LLP for the fiscal year ended June 30, 2024
and BDO USA, P.C. for the fiscal year ended June 30, 2023 for the audit of the Company's annual consolidated financial statements
and review of consolidated financial statements included in the Company's filings and fees billed for other services rendered
by the firms during those periods.

 Fiscal Year Ending

 Audit
 Fees (1) ($)

 Audit-Related

 Fees (2) ($)

 Tax Fees (3)

 ($)

 All Other

 Fees (4) ($)

 2024

 1,292,312

 —

 48,263

 —

 2023

 1,205,765

 —

 23,356

 —

 (1)
 "Audit
 Fees" include fees necessary to perform the annual audit and quarterly reviews
 of the Company's consolidated financial statements. Audit Fees include fees for
 review of tax provisions and for accounting consultations on matters reflected in the
 consolidated financial statements. Audit Fees also include audit or other attest services
 required by legislation or regulation, such as comfort letters, consents, reviews of
 securities filings and statutory audits.

 (2)
 "Audit-Related
 Fees" include services that are traditionally performed by the auditor. These audit-related
 services include employee benefit audits, due diligence assistance, accounting consultations
 on proposed transactions, internal control reviews and audit or attest services not required
 by legislation or regulation.

 (3)
 "Tax
 Fees" include fees for all tax services other than those included in "Audit
 Fees" and "Audit-Related Fees." This category includes fees for tax
 compliance, tax planning and tax advice. Tax planning and tax advice includes assistance
 with tax audits and appeals, tax advice related to mergers and acquisitions, and requests
 for rulings or technical advice from tax authorities. For the financial years ended June
 30, 2024 and 2023, these tax services included the preparation of Canadian and U.S. federal
 and state tax returns and tax planning and tax advice services.

 (4)
 "All
 Other Fees" includes all other non-audit services.

 Pre-approval
Policies

 The
policy of the Audit Committee has been to pre-approve all audit, audit-related and non-audit services performed by our
independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors. Accordingly,
the Audit Committee pre-approved all audit, audit-related and non-audit services performed by Deloitte & Touche LLP and
BDO and subsequently reviewed the actual fees and expenses paid for these services. The Audit Committee has determined that
the fees paid to Deloitte & Touche LLP for services are compatible with maintaining Deloitte & Touche LLP's
independence as our auditor. All of the services provided during the year ended June 30, 2024, were approved by the Audit
Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 ITEM 15.
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The following documents
are filed as a part of this report:

 (a)
 Financial Statements

 (1)
 The Consolidated Financial Statements, together with the reports thereon of Deloitte & Touche
LLP, dated September 20, 2024, and BDO USA, P.C., dated October 6, 2023, are included as part of Item 8, "Financial
Statements and Supplementary Data," commencing on page 59 above.

 Page

 Report of Independent Registered Public Accounting Firms
 (Deloitte & Touche LLP; Denver, Colorado; PCAOB ID#34)

 Report of Independent Registered Public Accounting Firms
 (BDO USA, P.C.; Spokane, Washington; PCAOB ID#243)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Cash Flows

 Consolidated Statements of Shareholders' (Deficit) Equity and Redeemable Noncontrolling Interest

 (b)
 Exhibits

 Exhibit No.

 Title

 2.1(1)**

 Business Combination Agreement, dated September 25, 2022, by and among NioCorp Developments Ltd., GX Acquisition Corp. II and Big Red Merger Sub Ltd

 3.1(2)

 Notice of Articles of NioCorp Developments Ltd., dated April 5, 2016

 3.2(2)

 Articles of NioCorp Developments Ltd., as amended, effective as of January 27, 2015

 3.3(3)

 Amendment to Articles, effective March 17, 2023

 4.1(4)

 Convertible Security Funding Agreement, dated February 16, 2021, between the Company and Lind Global Asset Management III, LLC

 4.2(4)

 Form of Lind III Warrant Certificate, in respect of the Lind III Warrants

 4.3(5)

 Amendment #1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management III, LLC

 4.4(6)

 Waiver and Consent Agreement, dated September 25, 2022, between NioCorp Developments Ltd. and Lind Global Asset Management III, LLC

 4.5

 Form of Lind Contingent Consent Warrants

 4.6(1)

 Sponsor Support Agreement, dated as of September 25, 2022, by and among GX Acquisition Corp. II, NioCorp Developments Ltd., GX Sponsor II LLC, in its capacity as a shareholder of GX Acquisition Corp. II, and certain other shareholders of GX Acquisition Corp. II

 4.7(7)

 Joinder to Sponsor Support Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd. and each of the Holders party thereto

 4.8(3)

 Amended and Restated Registration Rights Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp. II, GX Sponsor II LLC, certain holders of the common shares of the NioCorp Developments Ltd. listed on Schedule 1 thereto, certain current and former stockholders of GX Acquisition Corp. II, and other persons and entities listed on Schedule 2 thereto

 4.9(3)

 Registration Rights Agreement Joinder, dated as of March 17, 2023, by and among NioCorp Developments Ltd. and each of the parties listed on Schedule A thereto

 4.10(3)

 Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., GX Acquisition Corp. II and GX Sponsor II LLC

 4.11(7)

 Joinder to Exchange Agreement, dated as of March 17, 2023, by and among NioCorp Developments Ltd., Elk Creek Resources Corp (f/k/a GX Acquisition Corp. II) and each of the Holders party thereto

 4.12(8)

 Warrant Agreement, dated March 17, 2021, by and between GX Acquisition Corp. II and Continental Stock Transfer & Trust Company

 4.13(3)

 Assignment, Assumption and Amendment Agreement, dated as of March 17, 2023, by and among GX Acquisition Corp. II, NioCorp Developments Ltd., Continental Stock Transfer & Trust Company, as the existing Warrant Agent, and Computershare Inc. and its affiliate Computershare Trust Company, N.A., as the successor Warrant Agent

 4.14(3)

 Form of Warrant (included in Exhibit 4.13)

 4.15(9)

 Securities Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd. and each of the investors listed on the Schedule of Buyers attached thereto

 4.16(10)

 Amendment No. 1 to Securities Purchase Agreement, dated February 24, 2023, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

 4.17(10)

 Form of Convertible Debenture (included in Exhibit 4.16)

 4.18(9)

 Form of Financing Warrants (included in Exhibit 4.15)

 4.19(9)

 Registration Rights Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

 4.20(11)

 Form of Subscription Agreement in respect of units issued in September 2023

 4.21(11)

 Form of Warrants issued in September 2023

 4.22(12)

 Form of Subscription Agreement in respect of units issued in December 2023

 4.23(12)

 Form of Warrants issued in December 2023

 4.24(13)

 Securities Purchase Agreement, dated as of April
 11, 2024, by and between NioCorp Developments Ltd. and each of YA II PN, Ltd. and Lind Global Fund II LP

 4.25(13)

 Form of Unsecured Convertible Note (included
 in Exhibit 4.24)

 4.26(13)

 Form of Common Stock Purchase Warrant (included
 in Exhibit 4.24)

 4.27(13)

 Global Guaranty Agreement, dated as of April
 11, 2024, by Elk Creek Resources Corporation and 0896800 B.C. Ltd.

 4.28(13)

 Registration Rights Agreement, dated as of April
 11, 2024, by and between NioCorp Developments Ltd. and each of YA II PN, Ltd. and Lind Global Fund II LP

 4.29

 Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd. and YA II PN, Ltd.

 4.30

 Consent and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd. and Lind Global Fund II LP

 4.31(14)

 Form of Subscription Agreement in respect of units issued in June 2024

 4.32(14)

 Form of Warrants issued in June 2024

 4.33

 Description of Securities

 10.1(15)#

 NioCorp Developments Ltd. Long Term Incentive Plan, effective as of November 9, 2017

 10.2(2)#

 Consulting Agreement, dated May 13, 2014, between the Company and KMSmith, LLC

 10.3(16)#

 Amendment to Contract, dated September 1, 2019, between the Company and KMSmith, LLC

 10.4(16)#

 Contract Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.

 10.5(17)#

 Contract Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc. and 76 Resources, LLC

 10.6(18)#

 Amendment to Contract, dated April 1, 2023, between the Company and 76 Resources, LLC

 10.7(19)*

 Offtake agreement, dated June 13, 2016, between the Company and CMC Cometals, a division of Commercial Metals Company

 10.8(20)

 Amendment No. 1 to Offtake Agreement, dated April 13, 2020, between the Company and Traxys North America LLC, as assignee

 10.9(21)

 Offtake agreement with ThyssenKrupp Metallurgical Products GmbH

 10.10(16)*, **

 Woltemath 003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L. and Juanita E. Woltemath

 10.11(16)*, **

 Woltemath 003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L. and Juanita E. Woltemath

 10.13(22)#

 NioCorp Developments Ltd. Long Term Incentive Plan, as amended

 10.14(9)

 Standby Equity Purchase Agreement, dated as of January 26, 2023, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

 10.15(23)

 Amendment #1 to Standby Equity Purchase Agreement, dated as of May 3, 2024, by and between NioCorp Developments Ltd. and YA II PN, Ltd.

 10.16(3)#

 Form of Director and Officer Indemnification Agreement

 10.17(1)#

 Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Neal Shah

 10.18(1)#

 Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Scott Honan

 10.19(1)#

 Employment Agreement, dated as of September 25, 2022, by and between Elk Creek Resources Corporation and Jim Sims

 10.20(1)#

 Form of Restrictive Covenant Agreement

 10.21(24)

 Loan
 Agreement, dated as of September 11, 2024, between the Company and Mark Smith

 10.22(24)

 Security
 Agreement, dated as of September 11, 2024, between the Company and Mark Smith

 19.1

 NioCorp Developments Ltd. Insider Trading Policy

 21.1

 Subsidiaries of NioCorp Developments Ltd.

 23.1

 Consent of Deloitte & Touche LLP

 23.2

 Consent of BDO USA, P.C.

 23.3

 Consent of Dahrouge Geological Consulting USA Ltd.

 23.4

 Consent of Understood Mineral Resources Ltd.

 23.5

 Consent of Optimize Group Inc.

 23.6

 Consent of Tetra Tech

 23.7

 Consent of Adrian Brown Consultants Inc.

 23.8

 Consent of Magemi Mining Inc.

 23.9

 Consent of L3 Process Development

 23.10

 Consent of Olsson

 23.11

 Consent of A2GC

 23.12

 Consent of Metallurgy Concept Solutions

 23.13

 Consent of Scott Honan, M.Sc., SME-RM, NioCorp

 23.14

 Consent of Cementation

 23.15

 Consent of Mahmood Khwaja, P.E., CDM Smith

 23.16

 Consent of Wynand Marx, M.Eng., BBE Consulting

 31.1

 Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 96.1(25)

 S-K
 1300 Elk Creek Technical Report Summary

 97.1

 Compensation Clawback Policy

 101.INS(26)

 101.SCH(26)

 101.CAL(26)

 101.DEF(26)

 101.LAB(26)

 101.PRE(26)

 Cover Page Interactive Data File (formatted as

 #

 Management compensation plan, arrangement or agreement.

 *

 Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities and Exchange Commission upon request.

 **

 Certain exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.

 (1)

 Previously filed
 as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on September 29, 2022 and
 incorporated herein by reference.

 (2)

 Previously filed as an exhibit to the Company's Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the SEC on July 26, 2016 and incorporated herein by reference.

 (3)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on March 17, 2023 and incorporated herein by reference.

 (4)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on February 17, 2021 and incorporated herein by reference.

 (5)

 Previously filed as an exhibit to the Company's Current Report on Form 10-Q (File No. 000-55710) filed with the SEC on February 4, 2022 and incorporated herein by reference.

 (6)

 Previously filed as an exhibit to the Company's Registration Statement on Form S-4 (Registration No. 333-268227) filed with the SEC on November 7, 2022 and incorporated herein by reference.

 (7)

 Previously filed as an exhibit to the Company's Registration Statement on Form S-3 (File No. 333-271268) filed with the SEC on April 14, 2023 and incorporated herein by reference.

 (8)

 Previously filed as an exhibit to Elk Creek Resources Corp.'s (f/k/a GX Acquisition Corp. II) Current Report on Form 8-K (File No. 001-40226) filed with the SEC on March 22, 2021 and incorporated herein by reference.

 (9)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on January 27, 2023 and incorporated herein by reference.

 (10)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on February 24, 2023 and incorporated herein by reference.

 (11)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on September 1, 2023 and incorporated herein by reference.

 (12)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on December 20, 2023 and incorporated herein by reference.

 (13)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on April 12, 2024 and incorporated herein by reference.

 (14)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on June 24, 2024 and incorporated herein by reference.

 (15)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on November 13, 2017 and incorporated herein by reference.

 (16)

 Previously filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 000-55710) filed with the SEC on September 16, 2020 and incorporated herein by reference.

 (17)

 Previously filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 000-55710) filed with the SEC on September 8, 2021 and incorporated herein by reference.

 (18)

 Previously filed as an exhibit to the Company's
 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 on Form S-1 (File No. 333-271268) filed with the SEC on
 August 22, 2023 and incorporated herein by reference.

 (19)

 Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (Registration No. 333-213451) filed with the SEC on September 2, 2016 and incorporated herein by reference.

 (20)

 Previously filed as an exhibit to Amendment No. 1 to the Company's Annual Report on Form 10-K/A (File No. 000-55710) filed with the SEC on October 31, 2022 and incorporated herein by reference.

 (21)

 Previously filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 000-55710) filed with the SEC on August 29, 2017 and incorporated herein by reference.

 (22)

 Previously filed
 as an exhibit to the Company's Current Report on Form 8-K (File No. 000-55710) filed with the SEC on January 22, 2024 and
 incorporated herein by reference.

 (23)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on May 3, 2024 and incorporated herein by reference.

 (24)

 Previously filed as an exhibit to the Company's Current Report on Form 8-K (File No. 001-41655) filed with the SEC on September 11, 2024 and incorporated herein by reference.

 (25)

 Previously filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 000-55710) filed with the SEC on September 6, 2022 and incorporated herein by reference.

 (26)

 ITEM 16.
 FORM 10–K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 NIOCORP DEVELOPMENTS LTD.

 By:

 /s/ Neal Shah

 Neal Shah

 Chief Financial Officer

 September 20, 2024

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities indicated on September 20, 2024.

 Signature

 Title

 /s/ Mark A. Smith

 President, Chief Executive Officer (Principal

 Mark A. Smith

 Executive Officer and Authorized U.S. Representative)

 and Chairman of the Board of Directors

 /s/ Neal Shah

 Chief Financial Officer (Principal Financial and

 Neal Shah

 Accounting Officer)

 /s/ Michael Morris

 Michael Morris

 /s/ David C. Beling

 David C. Beling

 /s/ Nilsa Guerrero-Mahon

 Nilsa Guerrero-Mahon

 /s/ Dean C. Kehler

 Dean C. Kehler

 /s/ Michael G. Maselli

 Michael G. Maselli

 /s/ Peter Oliver

 Peter Oliver