(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter)~~charter)

Securities registered pursuant to section 12(g) of the Act: Common Shares, without par value

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

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

Indicate 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.

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files).

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

Indicate 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:~~Act.

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. ☒

Indicate 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

At December 31, ~~2016,~~2021, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was ~~$92,369,082~~$245.4 million based on the closing sale price as reported on the Toronto Stock ~~Exchange.~~Exchange and the daily exchange rate as reported by the Bank of Canada for conversion of Canadian dollars into U.S. dollars. There were ~~202,841,546~~278,127,688 common shares outstanding on ~~August 29, 2017.~~September 6, 2022.

The registrant incorporates by reference in Part III hereof portions of its definitive proxy statement on Schedule 14A for its 2022 annual general meeting of shareholders.

NioCorp Developments Ltd. (“the Company”) filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, with the U.S. Securities and Exchange Commission (“SEC”) on September 6, 2022 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K/A (this “Amendment” or “Form 10-K/A”) is being filed to restate (the “Restatement”) certain information in the Company’s previously issued consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021 and March 31, 2022 (collectively, the “Affected Periods”).

On October 18, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of the Company, in consultation with the Company’s management, concluded that the Company’s previously issued consolidated financial statements with respect to the Affected Periods contained an error related to the accounting for the unamortized deferred financing costs and debt discounts upon extinguishments of debt related to debt conversions. As a result of this error, the Audit Committee determined that the Company’s consolidated financial statements for the Affected Periods should not be relied upon and should be restated by adjusting interest expense recognized in each of the Affected Periods. Any previously issued or filed reports, press releases, earnings releases and investor presentations or other communications describing the Company’s previously issued consolidated financial statements and other related financial information covering the Affected Periods should no longer be relied upon.

The identification of the need for the restatement arose out of the Company’s normal quarterly close and review procedures for the quarter ended September 30, 2022. Pursuant to these procedures, the Audit Committee, in consultation with the Company’s management, assessed the Company’s accounting policies, as well as the presentation and accounting for the amortization of debt discounts and deferred financing costs, and concluded that the Company should have expensed a proportionate amount of the debt discounts and deferred financing costs at the time of each conversion of the Company’s outstanding convertible debt security.

The change in the timing of expensing debt discounts and unamortized deferred financing costs upon extinguishments of debt related to debt conversions affects interest expense in the Company’s consolidated statements of operations and comprehensive loss.

This correction to the Company’s consolidated statements of operations and comprehensive loss also impacts the Company’s consolidated balance sheets, consolidated statements of shareholders’ equity, and certain notes to the consolidated financial statements, as well as management’s discussion and analysis of financial condition and results of operations included in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q covering the Affected Periods. This correction does not impact the consolidated statements of cash flows besides offsetting adjustments between net loss, accretion of convertible debt, and foreign exchange (gain) loss within the cash flows from operating activities section.

See Note 2 to the Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data” for more information regarding this correction and the background of the Restatement.

The Company’s management has concluded that the Company had a material weakness in its internal control over financial reporting during the Affected Periods relating to the error described above. For a discussion of management’s considerations of the Company’s disclosures controls and procedures, internal control over financial reporting, and material weakness identified, refer to Part II, Item 9A., “Controls and Procedures.”

This Amendment sets forth the Original Form 10-K, as modified and superseded where necessary to reflect the Restatement and the related internal control considerations. Accordingly, the following items included in the Original Form 10-K have been amended, as appropriate, to reflect the Restatement and the related internal control considerations:

Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment currently dated certifications from its Chief Executive Officer and Chief Financial Officer. These certifications are filed or furnished, as applicable, as Exhibits 31.1, 31.2, 32.1 and 32.2.

Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Form 10-K. In addition, the information contained in this Amendment does not reflect events occurring after the Original Form 10-K was filed and does not modify or update the disclosures therein, except to reflect the effects of the Restatement. This Amendment should be read in conjunction with the Company’s other filings with the SEC.

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

~~Cautionary Note to U.S. Investors Regarding~~ Mineral ~~Reserve~~Reserves and ~~Resource Estimates~~Resources

~~The mineral estimates~~Information concerning our mining property in this Annual Report on Form 10-K ~~(this “Form 10-K”) have~~has been prepared in accordance with the requirements of S-K 1300, which first became applicable to us for the ~~securities laws~~fiscal year ended June 30, 2022. All mineral resource and mineral reserve estimates included in effect in Canada, which differ from the requirements of United States securities laws. The terms “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as definedthis Annual Report on Form 10-K have been prepared in accordance with ~~National Instrument~~S-K 1300. Previously, we prepared our estimates of mineral resources and mineral reserves following only NI 43-101 and CIM. The 2022 NI 43-101 Elk Creek Technical Report and S-K 1300 Elk Creek Technical Report Summary, filed as Exhibit 96.1 to this Annual Report on Form 10-K, are based on the ~~CIM Definition Standards on Mineral Resources~~2022 Elk Creek Feasibility Study and ~~Mineral Reserves, adopted by~~are substantively identical to one another except for internal references to the ~~CIM Council, as amended. These definitions differ from~~regulations under which the ~~definitions in the SEC Industry Guide 7 under the Securities Act. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study~~report is ~~required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves~~made, and ~~the primary environmental analysis or report must be filed with the appropriate governmental authority.~~

certain organizational differences. In addition, S-K 1300 requires us to disclose our mineral resources, in addition to our mineral reserves, as of the ~~terms “mineral resource,” “measured~~end of our most recently completed fiscal year. You are cautioned that mineral ~~resource,” “indicated mineral resource,”~~resources are subject to further exploration and ~~“inferred mineral resource” are defined in, and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7~~development and are ~~normally not permitted~~subject to additional risks and no assurance can be ~~used~~given that they will eventually convert to future reserves. Inferred resources, in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred mineral resources”particular, have a great amount of uncertainty as to their existence and ~~great uncertainty as to~~ their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian securities laws and regulations, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that ~~all or~~ any part or all of anthe inferred ~~mineral~~ resource exists or is economically or legally mineable. Certain disclosures of the results of mining operations contained herein are permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.See Item 1A, Risk Factors.

Accordingly, information contained in this Form 10-K and the documents incorporated by reference herein contain descriptions of our mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

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 ~~United States~~U.S. dollars and the Company’s financial statements are prepared in accordance with ~~United States Generally Accepted Accounting Principles.~~U.S. GAAP. Some of the Company’s material agreements use Canadian dollars and the Company’s Common Shares, as traded on the ~~Toronto Stock Exchange,~~TSX, are traded in Canadian dollars. As used herein, “C$” represents Canadian dollars.

The following table sets forth the rate of exchange for the Canadian dollar, expressed in ~~United States~~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 ~~United States~~U.S. dollars.

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

NioCorp is a reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, and New Brunswick. Our registered and records office is located at 595 Burrard Street, Suite 2600, Vancouver, British Columbia V7X 1L3 (ATTN: Blake, Cassels & Graydon LLP). Our ~~head~~principal executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112.

During 2009 and 2010, the Company commenced mineral exploration activities in the Elk Creek, Nebraska area, including negotiations with local landowners for land access agreements. The acquisition of the Elk Creek ~~Project~~Property was closed in December 2010 and involved the purchase of all of the issued and outstanding common shares of ~~859404~~0859404 BC Ltd. ~~(“859404”)~~, a private British Columbia company, which in turn held 100% of the issued and outstanding shares of ECRC and was signatory to the option agreements covering the Elk Creek Property area. A new Canadian company, 0886338 BC Ltd. was formed to merge with 0859404 BC Ltd., and this merged entity was subsequently amalgamated into 0896800.

The Company commenced a field exploration program in 2011, which included verification of previous work which 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 ~~drill holes.~~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 ~~PEAs,~~preliminary economic assessments, were completed and issued by the Company in 2014 and 2015.

During 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 ~~Feasibility Study.~~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.

During fiscal year 2019, we received a new mine design based on detailed underground engineering conducted by Nordmin. 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 2019 NI 43-101 Elk Creek Technical Report 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 the Air Permit. The ~~related~~Air Permit required the completion of an air quality model that demonstrates compliance with the NAAQS. The final Air Permit was issued by the State of Nebraska on June 2, 2020, for the Elk Creek Project.

During fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue early project execution activities. 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.

During fiscal year 2022, we focused efforts towards refining our Elk Creek Project mineral resource and mineral reserve estimates. This work included additional assays of historical drill core to fill data gaps in the existing resource database and re-modeling of the Elk Creek Project to include REEs. Based on this re-interpretation of the geologic data, an update to the mine plan was also completed. Accordingly of this work, we issued the 2022 NI 43-101 Elk Creek Technical Report on June 28, 2022. Finally, to comply with the regulations under S-K 1300, we are filing the S-K 1300 Elk Creek Technical Report Summary as an exhibit to this Annual Report on Form 10-K.

During 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 as well as illustrating that NioCorp can recover and produce high purity, fully separated magnetic rare earth products, such as 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 ~~report~~and economic feasibility of adding REEs to the Elk Creek Projects’ existing planned product suite. Following the success of this testing, the Company advanced the construction of a demonstration-scale test plant (the “Demonstration Plant”) located in Trois-Rivières, Quebec. Construction of the Demonstration Plant encountered supply chain delays which negatively impacted our estimation of the completion date; however, as of September 6, 2022, construction of the Demonstration Plant was ~~filed in Canada on SEDAR on August 10, 2017.~~ substantially completed, and commissioning has been initiated. The Demonstration Plant is expected to confirm the results of the bench and pilot scale testing noted above, as well as provide updated recovery percentages for the niobium, scandium, titanium and REEs we intend to produce. The Demonstration Plant results would then be used to finalize the design of the optimized production plant for the Elk Creek Project along with demonstrating potential metallurgical recoveries for the prospective magnetic rare earth products.

Information regarding the Elk Creek ~~Feasibility Study~~Project is discussed below under Item 2., “Properties.”

Based on our analysis of the number of Common Shares held by persons resident in the United States as of December 31, 2015, as well as the majority of our assets, officers, and directors being in the United States, we did not meet the definition of a “foreign private issuer” under Rule 405 of the Securities Act and as a result, effective July 1, 2016 we became subject to United States securities laws as applicable to a United States domestic company for our fiscal year ended June 30, 2017. Further, based on our analysis on December 31, 2016, we will remain subject to the reporting requirements of a domestic issuer for the fiscal year ending June 30, 2018.

You may read and copy any materials we file with the SEC in the SEC’s Public Reference Room, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~We qualify~~Prior to June 30, 2022, we qualified as an “emerging growth company” as defined in Section 101 of the United States Jumpstart ~~our~~Our Business Startups Act ~~(“JOBS Act”) as we do not have more than $1.07 billion in annual gross revenue and did not have such amount as~~ of ~~June 30, 2017, being the last day of our fiscal year.~~

2012. We ~~may lose~~lost our status as an emerging growth company onas of June 30, 2022, and are now subject to Section 14A(a) and (b) of the ~~last day of~~Exchange Act beginning with our fiscal year ~~during which (i) our annual gross revenue exceeds $1.07 billion or (ii) we issue more than $1.0 billion in non-convertible debt in a three-year period. We will lose~~starting July 1, 2022. However, notwithstanding the loss of our status as an emerging growth company, ~~if at any time~~ we ~~are deemed~~will continue to be a large accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

As an emerging growth company under the JOBS Act, we have elected to opt out of the extended transition period for complying with new or revised standards pursuant to Section 107(b) of the JOBS Act. The election is irrevocable.

~~As an emerging growth company, we are~~ exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 ~~and Section 14A(a) and (b) of the Securities Exchange Act of 1934 (the “Exchange Act”). Such sections are provided below:~~

Asfor so long as we ~~qualify~~are neither a “large accelerated filer” nor an “accelerated filer” as ~~an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of~~those terms are defined in Rule 12b-2 under the Exchange Act.

We have one reportable segment consisting of evaluation, acquisition, exploration, and development activities which are focused principally in Nebraska, U.S.A. We reported no material revenues during our last three fiscal years.

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

NioCorp 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, and titanium products. Known as the “Elk Creek Project,” it is located near Elk Creek, Nebraska, in the southeast portion of the state.

During fiscal year 2022, the Company also advanced work on the determination of the economic potential of expanding its currently planned product suite from the Elk Creek Project to include REEs.

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 mine development and construction of the Elk Creek Project.

With the recent filing of the Elk Creek Feasibility Study (see Item 2 “Properties,” below), all work presently planned by us is directed at obtaining the financing necessary to advance the Elk Creek Project to construction and operations. In addition, we are also conducting permitting and other related activities at and for the Elk Creek Project.

Since the publication of our October 2015 PEA, we have spent approximately $13.6 million in exploration related expenditures. The following table compares cost guidance from the October 2015 PEA to actual exploration costs incurred as of June 30, 2017.

Through June 30, 2017, substantially all feasibility study work was completed, except for matters related to the finalization and filing of the related technical report which was filed on SEDAR on August 10, 2017. Overall, deviations from the original PEA recommended and budgeted work related to additional costs incurred for additional metallurgical analyses and subsequent engineering work related to process breakthroughs included in the Elk Creek Feasibility Study.

There is aggressive 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.

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 Company retains outside consultants if additional specialized skills and knowledge are required.

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, ~~weak~~strong demand for some minerals in many countries is ~~suppressing~~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~~ferroniobium, scandium trioxide and ~~Titanium Dioxide~~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 once commercial production begins from its Elk Creek Project.

As ~~NioCorp’s mining~~NioCorp is a development stage issuer and ~~exploration business is in the exploration stage, and NioCorp~~ 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.

~~The Elk Creek Project is not subject to material restrictions on our operations due to seasonality.~~

Other than land and mineral right option agreements and the ~~Offtake Agreements,~~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.

The exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These include the EPA and 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, and taxation. 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.

While none of the lands on which the Elk Creek Project is proposed to be built are owned by the ~~United States~~U.S. Government, mining rights 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 ~~bonding~~financial assurance provided in the amount of projected reclamation costs. The ~~bond~~financial assurance is used to ensure that proper reclamation takes place and ~~the bond~~ will not be released until that time. Local jurisdictions may also impose permitting requirements, such as conditional use permits or zoning approvals.

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 ~~United States~~U.S. requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies and to file various reports and keep records of our operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered. We are currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are conducted in material compliance with applicable laws and regulations.

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

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 ~~cleanup~~clean-up actions and/or demands for reimbursement for government-incurred ~~cleanup~~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 ~~Federal~~ 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 ~~scoping~~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 ~~United States.~~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 ~~United States~~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~~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~~third-party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

Environmental Regulation − Nebraska

Nebraska has a well-developed set of environmental regulations and responsible agencies but does not have clearly defined regulations with respect to permitting mines. As such, review of the project and the issuance of permits by Nebraska agencies and regulatory bodies could potentially impact the total time to market for our Elk Creek Project. Other Nebraska regulations govern operating and design standards for the construction and operation of any source of air ~~contamination~~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 ~~constraints,~~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.

~~Employees~~Human Capital

As of ~~August 29, 2017,~~June 30, 2022, we ~~employed eleven (11)~~had eight full-time employees ~~each~~as well as one contract employee. In addition, we use consultants with specific skills to assist with various aspects of ~~whom~~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 Conduct (as defined below) and other related policies. Oversight is provided by the Company’s Board of Directors and, for specific areas of performance, by committees of the Board of Directors. Employees are required to review the Code of Conduct on a ~~full-time employee.~~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

~~Certain statements contained in this~~This Annual Report on Form 10-K ~~(including information incorporated by reference herein) are~~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 ~~are intended to be covered~~“forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking statements have been based upon our current business and operating plans, as approved by the ~~safe harbor provided for under these sections. All statements, other than statements~~Company’s Board of ~~historical facts, included herein concerning, among other things, planned capital expenditures, future~~Directors; our cash ~~flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy~~ and other ~~plans~~funding requirements and ~~objectives for future operations, future~~timing and sources thereof; results of feasibility studies; the accuracy of mineral resource and reserve estimates and assumptions on which they are based; the results of economic assessments and exploration ~~activities, future~~activities; and current market conditions and project development plans. The material assumptions used to develop the forward-looking statements and forward-looking information included in this Annual Report on Form 10-K include: our expectations of mineral prices; our forecasts and expected cash flows; our projected capital and operating costs; accuracy of mineral resource estimates and ~~future joint venture arrangements are forward-looking statements. These forward-looking~~resource modeling and feasibility study results; expectations regarding mining and metallurgical recoveries; timing and reliability of sampling and assay data; anticipated political and social conditions; expected national and local government policies, including legal reforms; successful advancement of the Company’s required permitting processes; and the ability to successfully raise additional capital.

Forward-looking statements are frequently, but not always, identified by ~~their use of terms and phrases~~words such as ~~“may,~~“expects,” ~~“expect,~~“anticipates,” ~~“estimate,~~“believes,” ~~“project,~~“intends,” ~~“plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,~~“estimates,” “potential,” ~~“should,” “could,~~“possible,” and similar ~~terms~~expressions, or statements that events, conditions, or results “will,” “may,” “could,” or “should” (or the negative and ~~phrases.~~

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”~~“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~~Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to ~~a variety of~~certain known and unknown risks, uncertainties, and ~~other~~assumptions. Many factors ~~that~~ could cause actual ~~events~~results, performance, or achievements to be materially different from any future results, ~~to differ from those~~performance, or achievements that may be expressed or implied by ~~the~~such forward-looking statements, including, ~~without limitation:~~among others, risks related to the following:

Risks Related to Our Business:

●

risks related to our ability to operate as a going concern;

●

risks related to our requirement of significant additional capital;

●

risks related to our limited operating history;

	●	~~risks related to changes in economic valuations of the Elk Creek Project, such as net present value calculations, changes or disruptions in the securities markets;~~
	●	risks related to our history of losses;

●

risks related to cost increases for our exploration and, if warranted, development projects;

●

risks related to ~~feasibility study results;~~a disruption in, or failure of, our information technology (“IT”) systems, including those related to cybersecurity;

	●	risks related to equipment and supply shortages;
	●	risks related to current and future offtake agreements, joint ventures, and partnerships;
	●	risks related to our ability to attract qualified management;
	●	risks related to the ~~determination~~effects of the ~~economic viability~~COVID-19 pandemic or other global health crises on our business plans, financial condition and liquidity; and
	●	risks related to the ability to enforce judgment against certain of ~~a deposit;~~our directors.

Risks Related to Mining and Exploration:

●

risks related to estimates of mineral resources and reserves;

●

risks related to mineral exploration and production activities;

●

risks related to our lack of mineral production from our properties;

●

risks related to the results of our metallurgical testing;

●

risks related to the price volatility of commodities;

	●	risks related to ~~estimates~~the establishment of a reserve and resource for REEs and the development of a viable recovery process for REEs;
	●	risks related to the estimation of mineral resources and mineral reserves;

●

risks related to changes in mineral resource and reserve estimates;

	●	risks related to ~~differences~~competition in ~~United States~~the mining industry;
	●	risks related to the management of the water balance at our Elk Creek Project;
	●	risks related to claims on the title to our properties;
	●	risks related to potential future litigation; and ~~Canadian reserve and resource reporting;~~

●

risks related to our ~~exploration activities being unsuccessful;~~lack of insurance covering all our operations.

Risks Related to Government Regulations:

●

risks related to our ability to obtain or renew permits and licenses for production;

●

risks related to government and environmental regulations that may increase our costs of doing business or restrict our operations;

	●	risks related to ~~proposed legislation~~changes in federal and/or state laws that may significantly affect the mining industry;
	●	risks related to 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; and

●

risks related to land reclamation ~~requirements;~~requirements.

Risks Related to Our Debt:

●

~~risks related to competition in the mining industry;~~

●

~~risks related to the difficulties of handling the disposal of mine water at our Elk Creek Project;~~

●

~~risks related to equipment and supply shortages;~~

●

~~risks related to current and future joint ventures and partnerships;~~

●

~~risks related to our ability to attract qualified management;~~

●

~~risks related to the ability to enforce judgment against certain of our Directors;~~

●

~~risks related to currency fluctuations;~~

●

~~risks related to claims on the title to our properties;~~

●

~~risks related to surface access on our properties;~~

●

~~risks related to potential future litigation;~~

●

~~risks related to our lack of insurance covering all our operations;~~

●

risks related to covenants contained in agreements with our secured creditors that may affect our assets; and

●

risks related to the extent to which our level of indebtedness may impair our ability to obtain additional ~~financing;~~financing.

Risks Related to Our Common Shares:

●

risks related to ~~our status~~qualifying as a “passive foreign investment company” under the U.S. ~~federal tax code;~~Internal Revenue Code of 1986, as amended; and

●

risks related to our Common Shares, including price volatility, lack of dividend payments, dilution and penny stock ~~rules; and~~

●

~~risks related to our debt.~~rules.

New Risks in this Form 10-K/A

●

risks related to the restatement of our consolidated financial statements with respect to the Affected Periods and the impact of such restatement on our future financial statements and other financial measures; and

●

risks related to the material weakness in our internal control over financial reporting, our efforts to remediate such material weakness and the timing of remediation.

This list is not exhaustive of the factors that may affect our forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the ~~section heading “Item 1A~~Item 1A., – ~~Risk~~“Risk Factors,” below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

Available Information

We maintain a website at http://www.niocorp.com. ~~We are not including the information contained on our web site as a part of, or incorporating it by reference into, this Form 10-K.~~ Our Common Shares are currently registered under Section 12(g) 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 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 ~~and will be when filed,~~ available on our website, free of charge, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC. ~~You may also read~~The SEC maintains an internet site that contains reports, proxy and ~~copy these reports, proxy~~information statements, and other information ~~at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to~~regarding issuers that file electronically with the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. SEC filings are also available at the SEC’s website at www.sec.gov.(http://www.sec.gov). We do not intend to send security holders a printed version of our Annual Report as it will be available online.

We maintain a Code of Business Conduct and Ethics for Directors, Officers and Employees (“Code of Conduct”). A copy of our Code of Conduct may be found on our website in the ~~Corporate Governance~~“About Us” section under the main title ~~“Corporate.~~“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 actually 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.~~Statements” under Item 1., “Business.”

Risks Related to Our Business

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

The ~~audit opinion and~~ notes that accompany our financial statements for the year ended June 30, ~~2017,~~2022, disclose ~~a going concern qualification and disclosures~~that substantial doubt exists as to our ability to continue ~~in business.~~as a going concern. The ~~accompanying~~ 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 ~~an exploration~~a development stage ~~company~~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 stock~~Common Shares and/or debt and the ~~eventual~~potential profitable exploitation of our Elk Creek Project. Additionally, capital markets and general economic conditions in the ~~United States~~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, ~~2017,~~2022, the Company’s current planned ~~operation~~operational needs are approximately ~~$11.2~~$9.5 million through the end of fiscal ~~2018.~~2023. From the date of this Annual Report on Form 10-K, ~~we anticipate~~the Company anticipates that ~~we may need to raise approximately $10.0 million~~it does not have sufficient cash to continue ~~planned~~to fund basic operations for the next twelve months. This ~~represents~~includes general overhead costs, expected costs relating to securing financing necessary for the Elk Creek Project, satisfying outstanding accounts payable, and potential retirement of our short-term debt obligations. 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.

We are actively pursuing such 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 ~~metals.~~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.

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 ~~in the exploration stage.~~a development stage property. Advancing our Elk Creek Project from ~~exploration into the~~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 ~~drill~~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;

●

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

●

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

●

potential shortages of mining, mineral processing, hydrometallurgical, pyrometallurgical, construction, and other ~~facilities related~~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 infor exploration ~~programs~~companies to experience unexpected problems and delays during ~~drill programs and,~~development, if commenced, ~~development,~~including engineering, procurement, construction, commissioning and ~~mine start-up.~~ramp-up. Accordingly, our activities may not result in profitable ~~mining~~ operations and we may not succeed in establishing ~~mining~~ operations or profitably producing ~~metals~~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 losses from operations during each of the following ~~periods ($000):~~periods:

●

$~~14,630~~10,887 for the year ended June 30, ~~2017:~~2022;

●

$~~11,408~~4,824 for the year ended June 30, ~~2016;~~2021; and

●

$~~23,115~~4,001 for the year ended June 30, ~~2015;~~2020.

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 ~~mining~~ 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, ~~metallurgy,~~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, ~~rubber,~~aluminum, iron, chemicals, natural gas, fresh water, electricity, and ~~electricity.~~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 and the COVID-19 pandemic, 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 the 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 the COVID-19 pandemic, could have an adverse effect on NioCorp’s business plans, financial condition and liquidity.

As a result of the ongoing COVID-19 pandemic and the Russian invasion of Ukraine, certain events have affected the global and United States economies, including increased inflation, supply chain issues, additional volatility in commodity prices, and uncertain capital markets with declines in leading market indexes. In addition, in the U.S., the Federal Reserve has begun raising interest rates sharply, the continuation of which could lead to a recession with uncertain and potentially severe impacts upon most operating sectors. 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 the COVID-19 pandemic, or other global health crises, on NioCorp’s business plans, financial position or liquidity, such impacts that may be material include, but are not limited to: (i) inability to obtain necessary licenses or permits due to impacts on the operations of local, state and federal regulatory agencies, (ii) 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, (iii) reduced availability and productivity of our employees, (iv) increased operational risks as a result of remote work arrangements, including the potential effects on internal controls, as well as cybersecurity risks and increased vulnerability to security breaches, information technology disruptions and other similar events, (v) a negative impact on our liquidity position, and (vi) increased costs and less ability to access funds under our existing credit facility and the capital markets. The full extent to which the COVID-19 pandemic, or other global health crises, and our precautionary measures 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 the COVID-19 pandemic, or other global health crises, 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. The impact of the COVID-19 pandemic, or other global health crises, may also exacerbate other risks discussed herein, any of which could have a material effect on us. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

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.

Risks Related to Mining and Exploration

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.

~~Feasibility study results~~

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, ~~assumptions that~~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 ~~uncertainty~~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%;

●

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 ~~capital~~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 ~~operating costs~~adversely affect our business, results of operations, financial position and ~~potential revenues from any potential future production.~~cash flows.

Feasibility studies, including the Elk Creek Feasibility Study filed on SEDAR on August 10, 2017, are used to determine the economic viability of a mineral deposit, including estimated capital and operating costs. Generally accepted levels of confidence in the mining industry are plus or minus 15% for feasibility studies. These levels reflect the levels of confidence that exist at the time the study is completed. While these studies are based on the best information available to us for the level of study, we cannot be certain that actual costs will not significantly exceed the estimated cost. While we incorporate what we believe is an appropriate contingency factor in cost estimates to account for this uncertainty, there can be no assurance that the contingency factor is adequate.

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 ~~mining~~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 ~~mineral~~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 ~~mineral~~mining properties. We do not produce commercial products and do not currently generate operating earnings. While we seek to move our Elk Creek Project ~~out of exploration and into~~from a development ~~and~~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:

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

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the availability and costs of skilled labor and ~~mining~~ equipment;

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compliance with environmental and other governmental approval and permit requirements;

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the availability of funds to finance construction and development activities;

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

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potential increases in construction and operating costs due to changes in the cost and availability of labor, fuel, power, materials, equipment and ~~supplies.~~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, ~~development~~commissioning, and ~~mine start-up.~~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 ~~mineral~~ production and increased costs of production. Accordingly, we cannot assure you that our activities will result in profitable ~~mining~~ 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 a saleable final ~~product~~products from the Elk Creek Project is a complex and ~~resource intensive~~resource-intensive undertaking that may result in overall schedule delays and increased project costs for us.

Price volatility could have dramatic effects on ~~the~~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, ~~CBMM,~~Companhia Brasileira de Metalurgia e Mineração, supplies approximately 85% of the world’s niobium. Any attempt to suppress the price of niobium by such supplier, or an increase in production by any supplier in excess of any increased demand, would have negative consequences on the price of niobium and, potentially, on our value. The price of niobium may also be reduced by the discovery of new niobium deposits, which could not only increase the overall supply of niobium (causing downward pressure on its price), but could draw new firms into the niobium industry that would compete with us.

~~Scandium trioxide~~

Sc₂O₃is 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 ~~byproduct~~by-product from ~~rare earth, titanium, and aluminum~~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 ~~titanium dioxide~~ TiO₂that 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 not completed the engineering or testing of a process for producing commercial rare earth products and has further not declared 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 significant expenditures of cash and considerable 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 ~~mineralized material~~resources and ~~resources~~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 ~~mineralized material and~~ resources/reserves within the earth using statistical sampling techniques. Estimates of any ~~mineralized material or resource/reserve~~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 ~~mineralized material and~~ 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.

Except for the Elk Creek Feasibility Study filed on SEDAR on August 10, 2017, we have not completed feasibility studies on any of our properties and have not commenced actual production. As a result, mineralizationMineral 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 inat commercial production scale.

The ~~resource/~~resource and reserve estimates included in the S-K 1300 Elk Creek ~~Feasibility Study~~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 ~~mineralization and~~ resource/reserve estimates uneconomic and may result in reduced reported ~~mineralization~~resources/reserves or may adversely affect any commercial viability determinations we may reach. Any material reductions in estimates of ~~mineralization, or of our ability to extract this mineralization,~~resources/reserves could have a material adverse effect on our ~~share~~Common Share price and on the value of our properties.

~~There are differences~~

We face intense competition in ~~U.S. and Canadian practices for reporting reserves and resources.~~the mining industry.

~~Our reserve and resource estimates are not directly comparable to those made~~The mining industry is intensely competitive in filings subject to SEC reporting and disclosure requirements, as we generally report reserves and resources in accordance with Canadian requirements. These requirements are different from the practices used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated, and inferred mineral resources, which are generally not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified asall of its phases. As a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically.~~Readers~~result of this ~~Form 10-K are cautioned not~~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 ~~assume that all~~acquire additional properties, if any, or ~~any part of measured or indicated mineral resources will ever be converted into reserves recognized under the SEC’s Industry Guide 7 reporting requirements.~~

~~Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this Form 10-K, or~~financing on terms we consider acceptable. We also compete with other mining companies in the ~~documents incorporated herein by reference, may not be comparable to information made public by other United States companies subject to the reporting~~recruitment and ~~disclosure requirements~~retention of ~~the SEC.~~

~~Our exploration activities on our properties may not be commercially successful, which could lead us to abandon our plans to develop our properties~~qualified managerial and ~~our investments in exploration.~~

Our long-term success depends on our ability to identify mineral deposits on our existing properties and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in part by the following factors:

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~~the identification of potential mineralization based on surficial analysis;~~

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~~availability of government-granted exploration permits;~~

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~~the quality of our management and our geological and technical expertise; and~~

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~~the capital available for exploration and development work.~~

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors that include, without limitation, the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; commodity prices, which can fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. We may invest significant capital and resources in exploration activities and may abandon such investments iftechnical employees. If we are unable to ~~identify commercially exploitable mineral reserves.~~ 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 ~~decision~~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 ~~abandon~~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 leases give us an option to purchase additional property, 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. 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. Further, our current land agreements, which are important for operations, are of fixed duration and expire between December 2024 and May 2040.

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 ~~an adverse~~a material effect on our business and results of operations.

We do not currently insure against all the ~~market value~~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 ~~securities~~perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the ~~ability to raise future financing.~~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”). ~~The Company expects~~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 ~~a permit~~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 ~~permit~~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 exploration and, if warranted, development of the Elk Creek Project, are and will be governed by laws and regulations, including:

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

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

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

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

Companies engaged in exploration 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, 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 mineral exploration 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 exploration 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 exploration. Our Elk Creek Project is located in Nebraska, and ~~Nebraska~~while the State does have a comprehensive and modern set of environmental regulations, it does not have ~~clearly defined~~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 ~~increase~~change, thereby increasing our costs of doing business and ~~restrict~~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:

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control dispersion of potentially deleterious effluents;

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

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reasonably re-establish pre-disturbance ~~land forms~~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.

~~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 handling the disposal of waste waters at our Elk Creek Project could negatively affect our potential production and economics at the project.~~

The Company has conducted three investigations 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 for a waterline to the Missouri River to allow discharge from mine dewatering, there is no guarantee that the permits needed for the treatment and/or discharge of the water will be issued by the state of Nebraska or the USACE, nor is there any guarantee that such permits will be issued in a timely fashion.

~~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, 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.

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

We have entered into offtake agreements related to our Elk Creek Project, 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 the Common Shares.

~~It may be difficult to enforce judgments or bring actions outside the United States 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:~~

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

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

~~Our results of operations could be affected by currency fluctuations.~~

Our properties are all located in the United States and most costs associated with these properties are paid in U.S. dollars. There can be significant swings in the exchange rate between the U.S. and Canadian dollar. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.

~~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 current 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 leases give us an option to purchase the property in order to construct the Elk Creek Project, but 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. We have investigated our rights to explore and exploit the Elk Creek Project resource and, to the best of our knowledge, our rights in relation to lands covering the Elk Creek Project resource 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. Further, our current land agreements are of fixed duration, and expire between December 2019 and September 2021.

~~We may be unable to secure surface access or purchase required surface rights.~~

Although the Company acquires the rights to some or all of the minerals in the ground subject to the mineral tenures that it acquires, or has a right to acquire, in some cases it may not thereby acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to access the surface and carry on mining activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost, or overall ability to develop any mineral deposits we may locate.

~~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, and mining 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.

~~Risk~~Risks Related to Our Debt ~~Securities~~

In the event of certain breaches with our Secured Creditors, our assets may be affected.

We have, ~~pursuant to the Lind Agreement and~~ in connection with the Smith Credit Agreement, ~~and Original Smith Loan (collectively, the “Current Smith Loans”),~~ granted security interests to ~~Lind and~~ Mark Smith ~~(respectively, the~~(the “Secured ~~Creditors”~~Creditor”) over all of the assets of the Company in consideration of the debt facilities provided by ~~each~~the Secured Creditor. In the event of certain breaches of the ~~Lind Agreement, and the~~ terms of the ~~Current~~ Smith ~~Loans, one or both of~~Credit Agreement, the Secured ~~Creditors~~Creditor may be entitled to execute on ~~their~~its security ~~interests~~interest and seize or retain our assets, including the shares of 0896800 and ECRC, as well as any assets of either subsidiary. Certain rights of ~~each of~~ the Secured ~~Parties~~Creditor to execute on ~~their~~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.

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

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

Risks Related to the Common Shares

We believe that we 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 ~~United States~~U.S. federal income tax consequences for ~~United States~~U.S. investors.

We generally will be designated as a “passive foreign investment company” under the meaning of Section 1297 of the ~~United States~~U.S. Internal Revenue Code of 1986, as amended (a “PFIC”) if, for a tax year, (a) 75% or more of our 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) if at least 50% or more of the value of our assets produce, or are held for the production of, passive income, based on the quarterly average of the fair market value of such assets. ~~United States~~U.S. shareholders should be aware that we believe we were classified as a PFIC during our tax years ended June 30, ~~2017~~2022 and ~~2016,~~2021 and based on current business plans and financial expectations, believe that we may be a PFIC for the current and one or more future taxable years. If we are a PFIC for any taxable year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares or warrants, or any “excess distribution” received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distribution. These consequences will be mitigated with respect to the Common Shares, but not the warrants, if the shareholder makes a timely and effective “qualified electing fund” or “QEF” election or a “mark-to-market” election with respect to the Common Shares. A U.S. shareholder who makes a QEF election generally must include in income on a current basis for U.S. federal income tax purposes its share of our net capital gain and ordinary earnings for any taxable year in which we are a PFIC, whether or not we distribute any amount to our shareholders. A U.S. shareholder who 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. Each U.S. shareholder should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares and warrants.

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

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

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

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decline in demand for Common Shares;

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~~Decline in demand for Common Shares;~~

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~~Downward~~downward revisions in securities analysts’ estimates or changes in general market conditions;

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~~Technological~~technological innovations by competitors or in competing technologies;

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~~Investor~~investor perception of our industry or our prospects; and

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~~General~~general economic trends.

In the past fiscal year, the trading price of our stock on the TSX has ranged from a low of C$~~0.60~~0.76 to a high of C$~~1.07.~~1.75. 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 ~~the Board.~~our Board of Directors.

Investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per Common Share if we issue additional employee/Director/consultant options or if we sell additional Common Shares to finance our operations.

In order to further expand the Company’s operations and meet our objectives, any additional growth and/or expanded exploration activity will likely need to be financed through sale of and issuance of additional Common Shares, including, but not limited to, raising funds to explore the Elk Creek Project. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our exploration programs, we likely will also need to issue additional Common Shares to finance future acquisitions, growth, and/or additional exploration programs of any or all of our projects or to acquire additional properties. We will also in the future grant to some or all of our ~~Directors,~~directors, officers, and key employees and/or consultants, options to purchase Common Shares as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional Common Shares will, cause our existing shareholders to experience dilution of their ownership interests.

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.

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

The Common Shares are currently listed on the TSX. In order to maintain the listing, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders. In addition to objective standards, the TSX may delist the securities of any issuer if, in the TSX’s opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the TSX inadvisable; if the issuer sells or disposes of principal operating assets or ceases to be an operating company; if an issuer fails to comply with the listing requirements of the TSX; or if any other event occurs or any condition exists which makes continued listing on the TSX, in the opinion of the TSX, inadvisable.

If the TSX 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, decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

The issuance of additional Common Shares may negatively impact the trading price of our securities.

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, warrants, and broker warrants to purchase Common Shares may be exercised, resulting in the issuance of additional Common Shares. The issuance by us of additional Common Shares would result in dilution to our shareholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of the Common Shares.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Shares held by non-affiliates exceeds $700 million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find our Common Shares less attractive because we may rely on these exemptions. If some investors find our Common Shares less attractive as a result, there may be a less active trading market for our Common Shares and our stock price may be more volatile. Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Broker-dealers may be discouraged from effecting transactions in Common Shares because they are considered a penny stock and are subject to the penny stock rules.

Our Common Shares are currently 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. The Common Shares are covered by the penny stock rules, which 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 ~~$5,000,000~~$5.0 million or individuals with a net worth in excess of ~~$1,000,000~~$1.0 million or annual income exceeding ~~$200,000~~$200 or ~~$300,000~~$300, 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. 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.

New Risk Factors in this Form 10-K/A

The Company recently identified a material weakness 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.

Subsequent to the filing of the Original Form 10-K, management identified a material weakness in its internal control over financial reporting relating to its control over the consideration of all related relevant accounting guidance for non-routine transactions. 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 Form 10-K/A, the Company’s management has re-evaluated its assessment of the effectiveness of internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective as of June 30, 2022.

The Company is committed to remediating its material weakness 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 weakness 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 Restatement and the material weakness in our internal control over financial reporting.

As part of the Restatement, we identified a material weakness in our internal control over financial reporting. As a result of such material weakness, the Restatement 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 Restatement and the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Form 10-K/A, 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.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

Elk Creek Project, Nebraska

Our principal mineral property is the Elk Creek Property, a niobium, scandium and titanium ~~exploration project.~~development stage property. The Elk Creek Project ~~does not have any proven or~~has established indicated and inferred resources along with probable reserves ~~under SEC Industry Guide 7~~ and the ~~project is exploratory in nature.~~Company has completed a feasibility study for the project. The below information is in part summarized or extracted from our ~~NI 43-101 technical report entitled “NI 43-101~~S-K 1300 Elk Creek Technical Report ~~Feasibility Study Elk Creek Niobium Project Nebraska” with an effective date of June 30, 2017.~~

~~Joanna Poeck, B.Eng., SME-RM, MMSA-QP, and Ben Parsons, MSc, MAusIMM (CP), both of whom are independent Qualified Persons~~Summary, which is filed as ~~defined in NI 43-101, have reviewed and approved the mineral reserves and mineral resources, respectively, and have verified the data contained in those portions of this feasibility study relevant~~Exhibit 96.1 to ~~their area of responsibility included in~~ this Annual Report on Form ~~10-K related to~~10-K. The Company does not have any other material properties.

The qualified persons responsible for preparing the S-K 1300 Elk Creek ~~Project Feasibility Study. Eric Larochelle, B.Eng, who~~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 a consultant to the Company, and Jeff Osborn, BSc Mining, MMSAQP, are both independent Qualified Persons as defined in NI 43-101, and have reviewed, approved and verified the scientific and technical informationresponsible is included in ~~this Annual Report on Form 10-K related to~~ the S-K 1300 Elk Creek ~~Project Feasibility Study.~~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.

Property Description and Location

The Elk Creek Property is a ~~niobium-bearing~~ carbonatite deposit located in Johnson County, southeast Nebraska, USA. ~~In addition to niobium, other~~The carbonatite contains elements of economic significance, ~~include~~including niobium, titanium, and ~~scandium.~~scandium, as well as potential economic significance for rare earth products. The Elk Creek Property is situated as shown ~~in Figure 1~~ 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 1111E and Sections 19-23, 25-36; Township 4N, Range ~~11,~~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.

~~Figure 1 - Property Map showing Location of Elk Creek Project~~

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 ~~holds 21 option agreements that are material~~owns one 226.43-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.~~Project’s mineral resources and mineral reserves.

As of June 30, 2022, 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 of a land parcel along the Missouri River. The current optioned land package covers an area of ~~4,322 acres. In addition, On April 10, 2017, we announced that we had reached agreement with private landowners for a perpetual easement of a land parcel at the terminus~~1,396 acres and is reflective of the ~~Company’s proposed waterline~~land needed to secure the ~~Missouri River from~~remaining mineral resources and mineral reserves held under the OTPs along with the land needed for the development and operations of the Elk Creek ~~Property.~~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 will 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, 2022, the Company is obligated to make payments totalling approximately $61 over the next 13 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 (OTP’s) Covering the Elk Creek Project as of September 2022

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

~~Option agreements~~The OTPs are between NioCorp’s ~~wholly-owned~~wholly owned 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 ~~owners. Land ownership~~owned by ECRC houses the company drill core 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 ~~agreements significant~~term thereof, with an option to purchase the ~~project are shown in Figure 2~~surface rights or a combination of the mineral and ~~listed in Table 1. Significant agreements are those which have been demonstrated~~surface rights at any time during the term. As the Woltemath80S agreement is limited to ~~host mineralized material, or which have~~an option to purchase the ~~potential to be the site of buildings, facilities or other~~ surface ~~infrastructure.~~rights only, it does not contain an NSR provision.

~~Figure 2-~~

Land Tenure Map as of September 2022

~~Source: NioCorp, 2017~~

~~Table 1: Active Lease Agreements Covering The Elk Creek Project~~

Agreement Identifier Hectares Acres Agreement Expiry
Beethe008 107.82 266.43 30-Apr-20
Beethe002 146.56 362.16 19-Feb-21
Beethe003 48.69 120.32 24-Jun-20
Beethe007 66.27 163.75 20-Jan-21
Heidemann003 48.56 120.00 17-Mar-20
Heidemann004 62.96 155.58 15-Mar-20
Heidemann005 79.55 196.57 16-Mar-20
Heidemann006 64.75 160.00 26-Mar-20
Heideman007 64.75 160.00 25-Mar-20
Koehler001 64.75 160.00 12-Jun-20
Krueger001 123.41 304.95 18-Dec-19
Nielsen001 112.81 278.75 25-Jun-20
Othmer003 61.48 151.93 22-Jan-21
Othmer004 113.31 280.00 22-Jan-21
Watermann001 145.69 360.00 6-Sep-21
Woltemath80S 32.37 80.00 4-Dec-19
Woltemath001 48.47 119.77 21-Jan-20
Woltemath002 152.49 376.81 4-Dec-19
Woltemath003J 89.03 220.00 25-Mar-20
Woltemath003P 82.96 205.00 25-Mar-20
Shuey001 32.37 80.00 28-May-20

~~Source: NioCorp, 2017~~

The current estimated ~~Mineral Resource~~mineral resource and reserve is wholly contained within ~~parcels Woltemath003J~~land owned by the Company and ~~Beethe008, and agreements covering both of these properties have been secured.~~parcel Woltemath003J. The Company considers these two ~~leases~~properties to be the only ~~leases~~properties on which the Company’s development of the Elk Creek Project is substantially dependent. Negotiations for additional lands to support various configurations of the surface operations have been completed. The Company believes that the surface plant and facilities associated with the Elk Creek Project could be located in any number of places, and would not necessarily need to be sited on lands contiguous with the Beethe008 and Woltemath003 properties.

As part of the ~~exploration option agreements,~~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.

The agreements that involve mineral rights include a 2% NSR royalty attached with the option to purchase (“OTP”). The agreements grant the Company an exclusive right to explore and evaluate the property for a period of 60 months, with an OTP the mineral rights, 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 OTP for the surface rights only, it does not contain an NSR provision.

Accessibility, Physiography, Climate and Infrastructure

The Elk Creek Property is easily accessible ~~year round~~year-round as it is situated approximately 45 miles southeast of Lincoln, ~~(State Capital),~~ 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.

~~Geologists can be sourced from local universities. An experienced mining-related workforce can be found~~The Elk Creek Property is immediately adjacent to paved Nebraska state highway 50, and the mineral resource and mineral reserve are centered in ~~Denver, Colorado (eight hours drive west~~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, ~~Property)~~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 (20 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 Köppen 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.

Average 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.

The Company has negotiated surface rights as needed as part of its existing lease agreements. There is sufficient suitable land area available within the Elk Creek Property area for mine waste disposal, for future tailings disposal, a processing plant, and related mine infrastructure.

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 Property site has no existing infrastructure except being adjacent to the Nebraska state highway 50 and County Road 721. The Elk Creek Project will be accessed from County Road 721 through a guard gate into the Elk Creek Property.

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 ~~on site in~~for all ~~capacities~~on-site process needs and activities will be supplied from mine ~~dewatering.~~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 ~~feet~~ft above sea ~~level (masl).~~level. Bedrock outcrop exposure is nonexistent in the Elk Creek Project area.

The majority of the area around the Elk Creek Project ~~area~~ 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 Nebraska Precambrian basement predominantly comprises granite, diorite, basalt, anorthosite, gneiss, schist and clastic sediments. A series of island arcs sutured onto the Archean continent created the basic framework of the area. This suture left a north-trending intervening boundary zone ancestral to the Nemaha Uplift, providing a pre-existing tectonic framework which controlled the trend of the later Midcontinent Rift System (1.0 to 1.2 billion years ago). The Carbonatite is located at the northeast extremity of the Nemaha Uplift.

The Elk Creek Property includes ~~the~~a Carbonatite that has intruded older Precambrian granitic and low- to medium-grade metamorphic basement rocks. The Carbonatite ~~and Precambrian rocks are believed to be unconformably overlain by approximately 200 m of Paleozoic marine sedimentary rocks of Pennsylvanian age (approximately 299 to 318 million years ago).~~

As a result of this thick cover, there is no surface outcrop within the Elk Creek Property area of the Carbonatite, which was identified and targeted through magnetic surveys and confirmed through subsequent drilling. The available magnetic data indicates dominant northeast, west-northwest striking lineaments and secondary northwest and north oriented features that mimic the position of regional faults parallel and/or perpendicular to the Nemaha Uplift.

~~The Elk Creek Carbonatite~~ is an elliptical magmatic body with ~~northwest trending~~a northwest-trending long axis perpendicular to the strike of the 1.1 billion years ago Midcontinent Rift System, near the northern part of the Nemaha uplift. It was first discovered by drilling in 1971 and tentatively identified as a carbonatite on the basis that it resembled rocks of the Fen District of Norway. The definitive confirmation of carbonatite was completed using Rare Earth Element (“REE”), P205 and 87Sr/86Sr isotope analysis. The Carbonatite has also been compared to the Iron Hill carbonatite stock in Gunnison County, Colorado on the basis of similar mineralogy.

The Carbonatite consists predominantly of dolomite, calcite and ankerite, with lesser chlorite, barite, phlogopite, pyrochlore, serpentine, fluorite, sulfides 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 (approximately 299 to 318 million years ago).~~age.

Current studies suggest that the Carbonatite was emplaced approximately 500 million years ago in response to stress along the Nemaha Uplift boundary predating deposition of the Pennsylvanian sedimentary sequence (approximately 299 to 318 million years ago). However, observations on drill cores from the Elk Creek Project site show that the contact between the Carbonatite body and the Pennsylvanian sediments is a sheared but oxidized contact suggesting that the Carbonatite is intrusive in the Pennsylvanian sequence. Furthermore, both rock types appear to have been affected by at least one main brittle-ductile deformation event resulting in formation of fault structures. Microstructures including sub-vertical and sub-horizontal tension veins, together with related sheared veins and fault planes displaying sub-vertical and sub-horizontal slickensides along drill cores are indications for the presence of extensional and oblique to strike-slip faults. These faults could correspond to the magnetic lineaments present in the area.Mineralization

~~Mineralization~~

The property hosts niobium, titanium, and scandium mineralization as well as ~~rare earth elements~~REEs and barium 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 and scandium are considered the main elements of ~~interest, within additional background on rare earth elements mineralization.~~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 ~~(NioCorp~~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 estimate.~~mineral resource and reserve estimates. Five additional holes, with a total length of 3,353.1 m, were drilled for hydrogeologic and geotechnical ~~purposes.~~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 estimate.~~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.

~~Table 2:~~ Summary of Drilling Database within Elk Creek Deposit Area

Year	Company	Number of Holes		Average Depth(m)		Sum Length(m)		Company	Number of Holes		Average Depth (m)		Sum Length (m)
1970-1980	Molycorp		27		596.6		16,108.2	Molycorp		27		596.6		16,108.2
2011	Quantum		3		772.6		2,317.7	Quantum		3		772.6		2,317.7
2014-2015	NioCorp		18		845.4		15,482.8	NioCorp		18		845.4		15,482.8
Total			48		700.9		33,908.7			48		700.9		33,908.7

~~Source: SRK, 2015~~

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.

Molycorp continued their drill program from 1977 and, in May 1978, Molycorp made its discovery of the current ~~Mineral Resource~~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).

Molycorp 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.)~~ft) with some closer spaced drillholes in selected areas.

By 1986, a total of 106 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 ~~(NioCorp under its former name)~~

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~~mineral resource and reserve estimation, as they do not intersect the Nb₂O₅anomaly 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~~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

NioCorp commenced drilling on the Elk Creek Property using a three-phased ~~program with the aim of increasing the confidence in the 2012 Mineral Resource Estimate from Inferred to Indicated.~~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.

During 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 drillhole intervals. 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.

2021 Sampling Summary

Resource Area Drillholes	Source / Storage Facility	Samples selected for REE and Sc Assays
EC-011	Molycorp Samples / Mead Core Warehouse	65
EC-014	Molycorp Samples / Mead Core Warehouse	16
EC-015	Molycorp Samples / Mead Core Warehouse	151
EC-016	Molycorp Samples / Mead Core Warehouse	26
EC-018	Molycorp Samples / Mead Core Warehouse	92
EC-019	Molycorp Samples / Mead Core Warehouse	53
EC-020	Molycorp Samples / Mead Core Warehouse	30
EC-021	Molycorp Samples / Mead Core Warehouse	45
EC-022	Molycorp Samples / Mead Core Warehouse	57
EC-024	Molycorp Samples / Mead Core Warehouse	19
EC-026	Molycorp Samples / Mead Core Warehouse	86
EC-027	Molycorp Samples / Mead Core Warehouse	34
EC-029	Molycorp Samples / Mead Core Warehouse	27
EC-030	Molycorp Samples / Mead Core Warehouse	25
EC-031	Molycorp Samples / Mead Core Warehouse	47
EC-032	Molycorp Samples / Mead Core Warehouse	111
EC-034	Molycorp Samples / Mead Core Warehouse	54
EC-037	Molycorp Samples / Mead Core Warehouse	74
EC-054	Molycorp Samples / Mead Core Warehouse	83
	Total	1,095

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

(GRAPHIC)

Internal Controls

NioCorp integrated a series of routine QA/QC procedures throughout the sampling and analytical analysis for 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 the 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.

Mineral 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

~~On June 30, 2017,~~During 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. To comply with S-K 1300 regulations, we ~~announced~~are filing the S-K 1300 Elk Creek Technical Report Summary as an exhibit to this Annual Report on Form 10-K, which 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 ~~Feasibility Study related to the Elk Creek Project, and the related technical report was completed and filed in Canada on SEDAR on August 10, 2017.~~ 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 ~~2,760~~2,764 tonnes per day. Expected total production over the ~~32-year~~38-year mine life includes ~~143,824~~171,140 tonnes of payable niobium, ~~3,237~~3,676 tonnes of ~~scandium (Sc2O3)~~Sc₂O₃, and ~~359,128~~431,793 tonnes of ~~titanium (TiO2)~~TiO₂. Estimated up-front direct capital costs are ~~$705~~$760 million, in addition to indirect costs of ~~$189~~$187 million, pre-production capital costs of ~~$85~~$92 million, an overall contingency of ~~$109~~$102 million, and pre-production net revenue credit of ~~$79~~$257 million.

~~Mineral Reserves and Resources~~

The Mineral Reserves and Mineral Resources disclosed below are based on the Elk Creek Feasibility Study in conformity with generally accepted CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines, and are reported in accordance with the CIM “Definition Standards – For Mineral Resources and Mineral Reserves, May 10, 2014.” Mineral Reserves and Mineral Resources at the Elk Creek Project as of June 30, 2017 are summarized below in Table 3 and Table 4, respectively.

Cautionary Note to U.S. Investors: The terms Proven Reserve, Probable Reserve, Indicated Resource, and Inferred Resource as described in Tables 3 and 4 below are as defined in Canadian National Instrument 43-101. These terms are not defined under SEC Industry Guide 7 and are not SEC Industry Guide 7 proven and probable reserves. In addition, the estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. U.S. investors are cautioned not to assume that estimates of inferred mineral resources exist, are economically minable, or will be upgraded into measured or indicated mineral resources. See “Cautionary Note to U.S. Investors Regarding Mineral Reserve and Resource Estimates” above.

~~Table 3: Underground Mineral Reserves Estimate for Elk Creek~~

Grade
Classification Tonnage
(000’st)
(Nb2O5%)

(TiO2%)
(Sc g/t)
Proven — — — —
Probable 31,661 0.79 2.81 71.58
Proven and Probable 31,661 0.79 2.81 71.58

~~Source: SRK, effective May 15, 2017.~~

The Elk Creek Project is amenable to underground longhole open stoping mining methods. Using results from metallurgical test work, suitable underground mining and processing costs, and forecast product pricing SRK has reported the Mineral Reserve at a NSR cut-off of US$180/t.

~~NSR uses the following factors:~~

●

Nb₂O₅~~: 0.699 is conversion from Nb~~₂O₅ ~~to Nb, 1,000 is kg conversion, 85.8% is the hydromet plant recovery, 96% is the pyromet plant recovery, 100% payability, assuming a US$ 38.5 kg selling price.~~

●

~~TiO~~₂~~: 1,000 is kg conversion, 40.3% is metallurgical recovery, assuming 100% payability, assuming a US$ 0.88/kg is selling price.~~

●

~~Sc: 93.1% is metallurgical recovery, 100% payability, US$ 3,500 kg is selling price per kg of scandium oxide, with a conversion of 0.652 is the amount of Sc in Sc~~₂O₃.

●

~~Price assumptions for FeNb, Sc~~₂O₃~~, and TiO~~₂ ~~are based upon independent market analyses for each product.~~

●

~~Ore reserves have been stated on the basis of a mine design, mine plan, and cash-flow model.~~

~~Mining recovery is applied and ranges from 94% to 100%.~~

Mining dilution (internal and external) is included. External stope dilution is 6%, and a portion of the external stope dilution is applied using grade values based on average surrounding block information. A development dilution of 5% is used at a 0% grade.

~~The Mineral Reserves were estimated by Joanna Poeck, BEng Mining, SME-RM, MMSAQP #01387QP, a Qualified Person.~~

~~Table 4: Mineral Resource Statement for Elk Creek~~

Classification Cut-off
NSR
(US$/t) Tonnage
(000’s t)
Grade
(Nb₂O₅%)

Contained
Nb₂O₅(t)

Grade
(TiO₂%)

Contained
TiO₂(t)
Grade
(Sc g/t) Contained
Sc
(t)
Indicated 180 90,900 0.66 598,400 2.59 2,353,300 70 6,300
Inferred 180 133,600 0.48 643,800 2.23 2,985,300 59 7,800

~~Source: SRK, effective May 15, 2017. All figures rounded to reflect the relative accuracy of the estimates. Totals may not sum due to rounding.~~

Mineral Resources are reported inclusive of the Mineral Reserve. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate and have been used to derive sub-totals, totals and weighted averages. Such calculations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, SRK does not consider them to be material. All composites have been capped where appropriate. Historical samples have been validated via re-assay programs, and all drilling completed by NioCorp has been subjected to QA/QC. All composites have been capped where appropriate, and estimates completed using Ordinary Kriging. The Concession is wholly owned by and exploration is operated by NioCorp Developments Ltd

The reporting standard adopted for the reporting of the MRE uses the terminology, definitions and guidelines given in the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards on Mineral Resources and Mineral Reserves (May 10, 2014) as required by NI 43-101.

The Elk Creek Project is amenable to Underground longhole open stoping mining methods. Using results from metallurgical test work, suitable underground mining and processing costs, and forecast product pricing SRK has reported the Mineral Resource at a NSR cut-off of US$ 180/t.

~~NSR uses the following factors~~

●

~~Nb2O5: 0.699 is conversion from Nb2O5 to Nb, 1000 is kg conversion, 85.8% is the hydromet plant recovery, 0.96 is the pyromet plant recovery, 100% payability, assuming a US$ 38.5 kg selling price.~~

●

~~TiO2: 1000 is kg conversion, 40.3% is metallurgical recovery, assuming 100% payability, assuming a US$ 0.88/kg is selling price.~~

●

~~Sc: 93.1% is met recovery, 100% payability, US$ 3,500 kg is selling price per kg of scandium oxide, with a conversion of 0.652 is the amount of Sc in Sc2O3~~

●

~~Price assumptions for FeNb, Sc~~₂O₃~~, and TiO~~₂ ~~are based upon independent market analyses for each product.~~

~~SRK completed a site inspection of the deposit by Mr. Martin Pittuck, MSc, CEng, MIMMM, an appropriate “independent qualified person” as this term is defined in NI 43-101.~~

Financial Analysis Included in the 2022 Elk Creek Feasibility Study

The metrics reported in the S-K 1300 Elk Creek ~~Feasibility Study~~Technical Report Summary are based on the ~~annual~~ 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 ~~Q2 2017~~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. “US$” refers to whole U. S. Dollars.

Principal Project ~~assumptions used are shown summarized below.~~Assumptions Included in the 2022 Elk Creek Feasibility Study

Description	Value
Pre-Production Period	4 years
Process Plant Life	3238 years
Mine Operating Days per Year	365
Mill Operating Days per Year	365
Discount Rate, End of Period	~~EOP~~ @ 8%
Commercial Production Year	~~2021~~2025

~~Source: SRK, 2017~~

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

Description	Value
Ore Mined (kt)		36,655
Ore Mining Rate (t/d)		2,764
Niobium Grade		0.81	%
Scandium Grade (parts per million, “ppm”)		70.2
TiO₂ Grade		2.92	%
Contained Nb₂O₅ (kt)		297
Contained Sc (t)		2,573
Contained TiO₂ (kt)		1,071
Total Ore Processed (kt)		36,655
Processing Rate (kt/y)		1,009
Average Recovery, Nb₂O₅		82.4	%
Average Recovery Sc		93.1	%
Average Recovery TiO₂		40.3	%
Recovered Nb₂O₅ (kt)		245
Recovered Sc (t)		2,395
Recovered TiO₂ (kt)		432
Realized Market Prices
Nb (US$/kg)	$	46.55
TiO₂(US$/kg)	$	0.99
Sc₂O₃(US$/kg)	$	3,674
Payable Metal
Nb (t)		171,140
Sc₂O₃ (t)		3,676
TiO₂ (t)		431,793

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

~~Description~~	~~Value~~
~~Ore Mined (kt)~~		~~31,661~~
~~Waste Mined (kt)~~		~~1,484~~
~~Total Material Mined (kt)~~		~~33,145~~
~~Mining Rate (t/d)~~		~~2,760~~
Nb₂O₅~~Grade~~		~~0.79~~	%
~~TiO~~₂~~Grade~~		~~2.81~~	%
~~Scandium Grade (g/t)~~		~~71.6~~
~~Contained Nb~~₂O₅ ~~(kt)~~		~~250~~
~~Contained TiO~~₂ ~~(kt)~~		~~891~~
~~Contained Sc (t)~~		~~2,266~~
~~Total Ore Processed (kt)~~		~~31,661~~
~~Processing Rate (kt/y)~~		~~1,009~~
~~Average Recovery, Nb~~₂O₅		~~82.4~~	%
~~Average Recovery TiO~~₂		~~40.3~~	%
~~Average Recovery Sc~~		~~93.1~~	%
~~Recovered Nb~~₂O₅ ~~(kt)~~		~~214~~
~~Recovered TiO~~₂ ~~(kt)~~		~~359~~
~~Recovered Sc (t)~~		~~2,111~~

Description	Value ($000)
Total Gross Revenue	$	21,899,726
Operating Costs:
Mining 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	)
Operating Margin (EBITDA¹)		14,717,445
Effective Tax Rate		16.42	%
Total Taxes		(2,246,186	)
Working Capital		-
Operating Cash Flow	$	12,471,258
Totals may not sum due to rounding.

Description Value
Realized Market Prices
Nb ($/kg) $ 39.60
TiO₂($/kg) $ 0.88
Sc₂O₃($/kg) $ 3,675
Payable Metal
Nb (t) 143,824
TiO₂(t) 359,128
Sc₂O₃(t) 3,237
Total Gross Revenue (in thousands) $ 17,906,337
Operating Costs (in thousands)
Mining Cost (1,244,182 )
Process Cost (3,285,282 )
Site G&A Cost (268,038 )
Concentrate Freight Cost (10,260 )
Other Infrastructure Costs (211,595 )
Water Management Cost (250,839 )
Tailings Management Cost (45,682 )
Property Tax (126,181 )
Royalties (251,809 )
Annual Bond Premium (4,762 )
Total Operating Costs (in thousands) (5,698,630 )
Operating Margin (EBITDA)(in thousands) 12,207,706
Effective Tax Rate 24.1 %
Income Tax (in thousands) (2,779,039 )
Total Taxes (in thousands) (2,779,039 )
Working Capital⁽¹⁾ 0
Operating Cash Flow (in thousands) $ 9,428,667

~~Source: SRK, 2017~~

	~~(1)~~	~~Does not include Initial Working Capital (A/R, A/P, & Inv) of $30 million in Years -1 and +1.~~

Operating Cost Estimates Included in the 2022 Elk Creek Feasibility Study

The following LoM unit ~~rates are stated on a Run of Mine (“RoM”) basis where the~~operating costs ~~are estimated from 2022 through 2051 period and do not~~ include the ~~first or~~ pre-production and first/last years of ~~production nor preproduction and post closure Operating Costs. This basis is used in order to give a more representative measurement of anticipated costs during normal operating conditions.~~production.

Description	RoM US$/t ore		LoM US$/t ore
Mining Cost	$	39.43	$	42.38
Process Cost		111.56		106.70
Water Management Cost				16.62
Site G&A Cost		8.37		8.20
Other Infrastructure				5.47
Tailings Management Cost		1.42		2.01
Water Management Cost		7.74
Total RoM Operating Costs	$	168.52
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.

~~Source: SRK, 2017~~

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 ~~$1.50 billion. An overall 11.1% contingency factor has been applied to the~~$1,562 million. This includes a total initial capital estimate while a smaller 1.4% contingency was applied to the sustaining capital estimate. The initial capital estimate of $1,088 million can be partially offset by a Gross Preproduction Revenue Credit of $79 million (generated by preproduction product sales) to net to a cost of ~~$1,008 million.~~$1,141 million, including a 10% contingency.

($000’s)
							($000,000)
Description		Initial		Sustaining		Total	Initial		Sustaining		Total
Capitalized Preproduction Expenses	$	70,838	$	—	$	70,838	$	77	$	-	$	77
Site Preparation and Infrastructure		39,550		17,020		56,570		41		15		56
Processing Plant		367,125		109,365		476,490		367		96		464
Mine Water Management		99,756		19,335		119,091
Water Management and Treatment								74		24		97
Mining Infrastructure		178,564		205,722		384,285		257		198		455
Tailings Management		20,194		60,239		80,433		21		79		100
Site Wide Indirects		7,174		—		7,174		7		-		7
Processing Indirects		98,546		—		98,546		96		-		96
Mining Indirects		34,238		—		34,238		41		-		41
Process Commissioning		13,713		—		13,713
Owner’s Costs		38,365		—		38,365
Commissioning								15		-		15
Owner's Costs								34		-		34
Mine Water Management Indirects		10,760		—		10,760		9		-		9
Contingency		108,784		5,773		114,557		102		9		111
Total Capital Costs	$	1,087,608	$	417,453	$	1,505,061	$	1,141	$	422	$	1,562
Preproduction Revenue Credit		79,312
Net Project Total	$	1,008,296
Totals may not sum due to rounding.

~~Source: SRK, 2017. Totals may not sum due to rounding.~~

Planned Mining Operations

The Elk Creek Project is planned as ~~a high-grade~~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. ~~Bolters~~Rock bolters will be used for ground ~~support.~~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. AWhen 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 ~~grizzly~~grizzlys with a rock ~~breaker~~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. ~~The primary driver of mineral processing is the dry processing of ore.~~ 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 1215 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 ~~(HCl~~(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 ~~titanium dioxide~~TiO₂ and ~~scandium trioxide,~~Sc₂O₃, with ~~niobium pentoxide~~Nb₂O₅ 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 ~~niobium pentoxide~~Nb₂O₅ coming from the Hydromet ~~feed~~plant by converting it into a saleable ~~ferroniobium (FeNb)~~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 ~~niobium pentoxide~~Nb₂O₅ to produce a saleable ~~FeNb~~ferroniobium metal.

Proposed Production Plan and Schedule

Based on the 2022 Elk Creek Feasibility Study, the operating mine life is approximately 3238 years with a nominal processing rate of ~~2,760~~2,764 tonnes per day. The Elk Creek Project timeline is based on ~~First Metal 42~~39 months to mechanical completion after Authorization to Proceed, plus an additional 3six months of ~~Ramp-up~~commissioning and ramp-up to ~~80%~~100% of production capacity for a total of 45 months and assumes no financing constraints. The NioCorp 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.

Proposed Tailings Storage

The tailings produced by the process plant will consist of filtered water leach residue, calcined excess oxide, and slag. Four ~~tailings storage facilities (“TSF”)~~TSFs will be constructed sequentially to contain the tailings over the life of the ~~project,~~Elk Creek Project and would contain approximately ~~13.5~~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.

~~Planned~~Proposed 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.

Proposed Water Management

For the first several years of construction, the advancement of the shaft and underground workings will require ~~subsurface dewatering.~~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 ~~waterline~~treated water will be filtered to remove the solids (which will be returned to the ~~Missouri River is a critical element~~TSF for disposal), and the clean water will be pumped to the ~~Elk Creek Project to allow discharge~~process plant RO system for further treatment. The clean water from the ~~dewatering~~ process ~~that~~plant RO unit will be required to construct and operate the mine. The waterline to the Missouri will require the installation of a 914 cm (36 inch) diameter pipeline within County Right-of-Way (“ROW”) of four counties in southeast Nebraska, the crossing of State Highways as well as railroad crossings. The waterline will also require multiple pump stations and a diffuser structure constructedused in the ~~Missouri River. A majority of~~process plant, and the ~~waterline and associated facilities~~reject concentrate will be ~~constructed within ROW while portions will require acquisition of property from private property owners.~~

~~The Elk Creek Project will require multiple permits in order to construct~~crystallized and ~~operate~~deposited into the system and to discharge the water to the Missouri River. The process of obtaining the 404 and 408 permits from the USACE and the permit to discharge to the Missouri River from the State of Nebraska are underway. Permits associated with occupying or crossing ROW and railroads as well as the Nebraska Department of Environmental Quality (“NDEQ”) construction permit will be prepared during the preliminary and final design phases of the Elk Creek Project. The waterline construction schedule has been evaluated and deemed to be feasible in regard to the overall construction schedule for the mine. Certain activities related to data collection and preliminary design of the waterline should commence in the near future to facilitate the overall Elk Creek Project schedule.SMCs.

~~Because the mine dewatering flow will exceed site process water requirements, approximately 25%~~Proposed Source of the flows will be used as makeup to a Water Treatment Plant. The major feed to the water treatment plant will be the discharge from the process plant. A water treatment plant including Reverse Osmosis treatment will be used to provide up to 300 gpm of potable water for the site, in addition to providing 1,575 gpm to the production process.

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 ~~changes~~charges on the electrical usage.

Proposed Source of Natural Gas

~~A total~~Natural gas, to be used throughout the Elk Creek Project during the construction and operation phases of ~~four interstate pipelines intersect in~~ the ~~region of Beatrice NE which is approximately 28 miles~~project, will be brought to the ~~West of~~site via pipeline from the ~~plant site. Discussions have been initiated~~local utility company. NioCorp has a natural gas transportation contract with ~~all four pipelines and two local~~Tallgrass Energy, which operates the Rockies Express (“REX”) pipeline. Tallgrass will construct a 45 kilometer (28 mile) gas ~~distributors to accept proposals for running a~~pipeline lateral from ~~one of~~ the ~~interstate pipelines~~main REX pipeline system in Kansas to the project site. The ~~interstate gas line owner will install/own/operate the~~ lateral ~~pipeline to the site. The capital cost and the cost of transportation~~ will be ~~assessed in~~sized to provide a ~~tariff on the~~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 ~~used. The interstate~~distribution pipe. Natural gas piping above ground and located inside of facilities will consist predominately of carbon steel pipe. Maximum on-site pipeline ~~owner~~distribution pressure will ~~obtain the necessary permits, rights of way~~be 100 pounds per square inch gauge. Natural gas will be used for facility heating, water heating, and ~~land acquisitions as well as the metering and pressure regulation station at the project site.~~for gas-fired process equipment.

Markets

Market studies for niobium, ~~titanium dioxide~~TiO₂ and ~~scandium trioxide~~Sc₂O₃ are an important part of the proposed Elk Creek operation. These commodities, especially niobium and ~~scandium trioxide (scandium)~~Sc₂O₃, are thinly traded without an established publicly available price discovery mechanism. Hence, detailed ~~third party~~third-party market studies provide the basis for assumptions used in the economic analysis.

~~SRK carried out a Niobium Marketing Study~~The economic analysis in ~~Q2 2017 at~~ the ~~request of NioCorp. Based on this marketing study, the~~2022 Elk Creek Feasibility Study used the ~~recommended real 2017~~2019 U.S. dollar base price of ~~$40/~~$47/kg Nb as the ~~forward looking~~forward-looking price for steel grade (65%) ~~ferroniobium.~~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.

NioCorp engaged OnG Commodities LLC ~~(OnG)~~(“OnG”) to produce a ~~preliminary~~ market assessment in April ~~2017 (OnG, 2017).~~2017. The study examines current scandium production trends (~(approximately 20 ~~t/y)~~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 ~~and~~ 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 sheet for the OnG Commodities report was updated for NioCorp in 2019.

No formal market study was done for ~~titanium dioxide (TiO~~TiO₂~~) during the report period~~ as it only represents 2% of overall revenue in the economic analysis. All market information for titanium and ~~titanium dioxide~~TiO₂ is derived from USGS Commodity Market Summaries (Bedinger, ~~2016) and an internal SRK price database.~~2019).

Taxation Rates Included in the 2022 Elk Creek Feasibility Study

Taxes that may be levied on the Elk Creek Project ~~can be summarized as follows:~~

●

~~Corporate Income Tax (CIT) rates are 35% for Federal and 7.81% for Nebraska~~

●

~~Federal taxable income is subject to Alternative Minimum Tax (AMT) of 20%~~

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 ~~24.1%~~16.42%.

Design Considerations for Environmental Performance

The current mine design incorporates these 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 breakthroughs that we accomplished 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 mine 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, 2021.

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.

Mineral Reserves and Resources

The mineral reserves and mineral resources disclosed below are based on the S-K 1300 Elk Creek Technical Report Summary. Mineral reserves and mineral resources at the Elk Creek Project as of June 30, 2022 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, 2022

Class	NSR Cutoff	Tonnage (Mt)
Indicated	US$180	151.7	Nb₂O₅ (%)	Nb₂O₅ (kt)
			0.43	649.8
			TiO₂ (%)	TiO₂ (kt)
			2.02	3,067
			Sc (ppm)	Sc (t)
			56.42	8,558
Inferred	US$180	108.3	Nb₂O₅ (%)	Nb₂O₅ (kt)
			0.39	426.6
			TiO₂ (%)	TiO₂ (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, 2022

Class	NSR Cut-off	Tonnage (Mt)
Class	NSR Cut-off	Tonnage (Mt)
Indicated	US$180	151.7	La₂O₃ (%)	La₂O₃ (kt)	Ce₂O₃ (%)	Ce₂O₃ (kt)	Pr₂O₃ (%)	Pr₂O₃ (kt)
			0.0766	116.2	0.1320	200.2	0.0140	21.3
			Nd₂O₃ (%)	Nd₂O₃ (kt)	Sm₂O₃(%)	Sm₂O₃(kt)	Eu₂O₃(%)	Eu₂O₃(kt)
			0.0511	77.5	0.0116	17.6	0.0040	6.0
			Gd₂O₃(%)	Gd₂O₃(kt)	Tb₂O₃ (%)	Tb₂O₃ (kt)	Dy₂O₃ (%)	Dy₂O₃ (kt)
			0.0096	14.6	0.0011	1.6	0.0044	6.7
			Ho₂O₃(%)	Ho₂O₃(kt)	Er₂O₃(%)	Er₂O₃(kt)	Tm₂O₃(%)	Tm₂O₃(kt)
			0.0006	1.0	0.0015	2.2	0.0002	0.3
			Yb₂O₃ (%)	Yb₂O₃ (kt)	Lu₂O₃(%)	Lu₂O₃(kt)	Y₂O₃ (%)	Y₂O₃ (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	US$180	108.3	La₂O₃ (%)	La₂O₃ (kt)	Ce₂O₃ (%)	Ce₂O₃ (kt)	Pr₂O₃ (%)	Pr₂O₃ (kt)
			0.0943	102.1	0.1576	170.6	0.0163	17.7
			Nd₂O₃ (%)	Nd₂O₃ (kt)	Sm₂O₃(%)	Sm₂O₃(kt)	Eu₂O₃(%)	Eu₂O₃(kt)
			0.0575	62.2	0.0116	12.6	0.0038	4.1
			Gd₂O₃(%)	Gd₂O₃(kt)	Tb₂O₃ (%)	Tb₂O₃ (kt)	Dy₂O₃ (%)	Dy₂O₃ (kt)
			0.0090	9.8	0.0010	1.1	0.0042	4.6
			Ho₂O₃(%)	Ho₂O₃(kt)	Er₂O₃(%)	Er₂O₃(kt)	Tm₂O₃(%)	Tm₂O₃(kt)
			0.0006	0.7	0.0014	1.5	0.0002	0.2
			Yb₂O₃ (%)	Yb₂O₃ (kt)	Lu₂O₃(%)	Lu₂O₃(kt)	Y₂O₃ (%)	Y₂O₃ (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:

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.

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

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

The diluted NSR is defined as:

	●	Diluted NSR (US$) =	Revenue per block Nb₂O₅ (diluted) + Revenue per block TiO₂ (diluted) + Revenue per block Sc (diluted)
			Diluted tonnes per block

●

The diluted revenue from Nb₂O₅, TiO₂, and Sc per block used the following factors:

●

Nb₂O₅ Revenue: a 94% grade recovery, a 0.696 factor to convert Nb₂O₅ to Nb, 82.36% assumption for plant recovery, and a US$39.60 selling price per kg of ferroniobium as of June 30, 2022.

●

TiO₂Revenue: a 94% grade recovery, a 40.31% assumption for plant recovery, and an US$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 Sc₂O₃, 93.14% assumption for plant recovery, and a US$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.

Price assumptions for FeNb, Sc₂O₃, and TiO₂ as shown in note d, above, are based upon independent market analyses for each product.

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

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 Nb₂O₅, TiO₂, and Sc mineral resources and are assigned a price of $0

The stated Light Rare Earth Oxides (LREO) grade (%) is the summation of La₂O₃ (%), Ce₂O₃ (%), Pr₂O₃ (%), and Nd₂O₃ (%) estimates.

The stated Heavy Rare Earth Oxides (HREO) grade (%) is the summation of Sm₂O₃ (%), Eu₂O₃ (%), Gd₂O₃ (%), Tb₂O₃ (%), Dy₂O₃ (%), Ho₂O₃ (%), Er₂O₃ (%), Tm₂O₃ (%), Yb₂O₃ (%), Lu₂O₃ (%), and Y₂O₃ (%) estimates.

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

The effective date of the mineral resource, including by-products, is June 30, 2022.

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

as of June 30, 2022

Classification	Tonnage (kt)	Nb₂O₅ Grade (%)	Contained Nb₂O₅ (t)	Payable Nb (t)	TiO₂ Grade (%)	Contained TiO₂ (t)	Payable TiO₂ (t)	Sc Grade (ppm)	Contained Sc (t)	Payable Sc₂O₃ (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, 2022.

●

The mineral reserve is based on the mine design, mine plan, and cash-flow model utilizing an average cut-off grade of 0.679% Nb₂O₅ with an NSR of US$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.

○

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

○

Mining 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.

○

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

Parameter	Value	Unit
Mining Cost	42.38	US$/t mined
Processing	106.70	US$/t mined
Water Management and Infrastructure	16.62	US$/t mined
Tailings Management	2.01	US$/t mined
Other Infrastructure	5.47	US$/t mined
General and Administrative	8.91	US$/t mined
Royalties/Annual Bond Premium	8.34	US$/t mined
Other Costs	6.29	US$/t mined
Total Cost	196.72	US$/t mined
Nb₂O₅ to Niobium Conversion	69.60	%
Niobium Process Recovery	82.36	%
Niobium Price	39.60	US$/kg
TiO₂ Process Recovery	40.31	%
TiO₂ Price	0.88	US$/kg
Sc Process Recovery	93.14	%
Sc to Sc₂O₃ Conversion	153.40	%
Sc Price	3,675.00	US$/kg

●

Price assumptions are as follows: FeNb US$39.60/kg Nb, Sc₂O₃ US$3,675/kg, and TiO₂US$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 US$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 3rd party Qualified Persons).

●

Mineral reserve effective date is June 30, 2022. The financial model was run after the estimate of the NSR above, which reflects a total cost per tonne of US$196.72 versus US$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

The following tables compares the Elk Creek Project mineral reserve estimate as of June 30, 2022, to the Elk Creek Project mineral reserve estimate as of June 30, 2021.

		Nb₂O₅	Contained	Payable	TiO₂	Contained	Payable	Sc	Contained	Payable
Classification	Tonnage (kt)	Grade (%)	Nb2O5 (t)	Nb (t)	Grade (%)	TiO₂ (t)	TiO₂ (t)	Grade (ppm)	Sc (t)	Sc₂O₃ (t)
Mineral Reserve, as of June 30, 2022
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
Mineral Reserve, as of June 30, 2021
Proven	-	-	-	-	-	-	-	-	-	-
Probable	36,313	0.81	293,321	168,861	2.86	1,039,050	418,841	65.7	2,387	3,410
Total	36,313	0.81	293,321	168,861	2.86	1,039,050	418,841	65.7	2,387	3,410
Percentage Change
Proven	-	-	-	-	-	-	-	-	-	-
Probable	1%	0%	1%	1%	2%	3%	3%	7%	8%	8%
Total	1%	0%	1%	1%	2%	3%	3%	7%	8%	8%

The minor increases in probable mineral reserves were based on changes made to the overall mining plan, which impacted the estimation of the grade of ore to be mined and delivered to the surface production plant.

The reporting of our mineral resource under S-K 1300 is exclusive of our mineral reserve, whereas in the prior year under NI 43-101 guidelines, our mineral resource was reported inclusive of our mineral reserve. As the mineral resource as of June 30, 2022 and 2021, were calculated and reported under differing methodologies, no meaningful comparison is available.

Environmental 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 ~~in order~~ to ~~minimized~~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.

●

~~Perhaps one~~Construction at the facility requires the 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 NDEE 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 ~~most critical approvals likely to be needed by~~source” since the ~~operation will be a~~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. ~~Early and frequent engagement is a necessity~~The Company has been working with ~~respect to~~NDHHS on this ~~regulatory agency.~~aspect of project permitting since 2014.

●

Documentation of existing baseline environmental conditions at the Elk Creek Project site was initiated in 2014 and ~~should~~will continue as needed throughout the permitting process. Additional studies will need to be added once regulatory authorities have been given an opportunity to review the current mine plan presented in the Elk Creek Feasibility Study and assess their particular data needs for approval of the Elk Creek Project.

●

Surface water monitoring ~~should~~will continue throughout the permitting process and extend into construction and operations as part of the Environmental Management ~~System. The NDEQ Water Quality Division has been engaged in order to discuss the Elk Creek Project~~System and ~~potential data needs for a National Pollutant Discharge Elimination System discharge permit. This would include both local discharges (if needed) as well as discharges to the Missouri River.~~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 entire project outside of the last 900 feet of the Missouri River waterline has been authorized under the non-notifying provisions of Nationwide Permit 12. The final 900 feet will be authorized concurrently under Nationwide Permit 12 and a USACE Section 408 authorization for impacts to the Missouri River Bank Stabilization structure

●

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 ~~$39~~$44 million, including approximately ~~$17~~$13.5 million for reclamation and closure of the ~~tailings disposal facility~~TSFs and ~~$16~~$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

On August 9, 2021, the Company announced the completion of the first phase of testing of Elk Creek Project ore samples using HPGR technology. Testing confirmed that the ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary funding, can be successfully processed using HPGR technology, an energy efficient and low-emission alternative for reducing the size of the ore to enable the recovery of niobium, scandium, and titanium.

During the quarter ended September 30, 2021, NioCorp completed an engagement with Cementation US, Inc. (“Cementation”) to provide a detailed cost estimate for the engineering associated with the temporary and permanent construction associated with the Elk Creek Project’s underground mine, along with a series of technical reviews and optimization studies around key elements of the existing mine design. Should project financing be obtained, this work will accelerate Cementation’s ability to mobilize and commence mine construction and may result in cost savings during project execution should Cementation’s optimization recommendations be adopted by the Company.

During the quarter ended December 31, 2021, NioCorp engaged Olsson Associates to assist with the preparation of an Equator Principles program for the Company, which includes an environmental and social assessment of the Elk Creek Project along with internal procedures and management systems to formalize the Company’s longstanding commitment to leading Environmental and Social Governance (“ESG”) practices. The Equator Principles are used by signatory financing entities to assess the ESG practices of financing opportunities

At present, the Company is maintaining the 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.

Proposed Activities

Our long-term financing efforts continued through fiscal year 2022. However, the COVID-19 pandemic and other recent worldwide events have created general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions, increased interest rates, and the potential for geographic recessions. During fiscal year 2022, these events continued to create uncertainty with respect to overall project funding and timelines. The full extent to these events may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time.

As funds become available through the Company’s fundraising efforts, we expect to undertake the following ~~activities would be undertaken:~~activities:

●

~~Acquisition of key land parcels currently subject to the Company’s Option to Purchase agreements~~

●

~~Conclusion of definitive natural gas and electrical supply agreements~~

	●	Continuation of the Company’s efforts to secure federal, state and local ~~permits~~permits;
	●	Continued evaluation of the potential to produce rare earth products;

●

~~Initiation~~Negotiation and completion of ~~detailed engineering~~offtake agreements for ~~project facilities~~

●

~~Acquisition of~~ the remaining ~~land rights needed for~~uncommitted production from the ~~Company’s waterline to the Missouri River~~project;

●

Negotiation and completion of engineering, procurement and construction ~~agreements~~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 mine dewatering activities~~

●

Initiation of long-lead equipment procurement ~~activities~~activities; and

●

Construction and operation of a small-scale demonstration plant to address process recommendations contained in the 2019 NI 43-101 Elk Creek Technical Report and to quantify REE metallurgical performance.

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, Sc₂O₃ and TiO₂ 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 ~~August 29, 2017,~~September 6, 2022, 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

Pursuant to Section 1503(a) of 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 ~~United States~~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, ~~2017,~~2022, 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 ~~PURCHASE~~PURCHASES OF EQUITY SECURITIES

Market Information

The ~~outstanding~~ Common Shares were first listed and posted for trading on the Vancouver Stock Exchange on December 1, 1987. On March 9, 2015, the Common Shares commenced trading on the TSX under the trading symbol “NB.” In addition, the Company trades on the ~~United States~~U.S. Over-the-Counter Bulletin Board ~~(“OTCBB”)~~ and the OTCQX under the symbol “NIOBF” and on the Frankfurt Stock Exchange as “BR3.”

The ~~table below sets forth the high and low sales prices of the Company’s Common Shares quoted on the TSX and OTCQX/OTCBB during the periods indicated. The~~over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission and may not reflect actual transactions.

TSX
(prices in Canadian dollars)
OTCQX/OTCBB
(prices in U.S. dollars)
High Low High Low
2017
Fourth Quarter $   0.87 $   0.60 $   0.568 $   0.475
Third Quarter $   0.89 $   0.66 $   0.812 $   0.507
Second Quarter $   0.86 $   0.67 $   0.646 $   0.500
First Quarter $   1.07 $   0.79 $   0.805 $   0.606
2016
Fourth Quarter $   1.04 $   0.73 $   0.813 $   0.570
Third Quarter $   1.14 $   0.51 $   0.870 $   0.367
Second Quarter $   0.69 $   0.53 $   0.550 $   0.370
First Quarter $   0.90 $   0.60 $   0.689 $   0.479

~~The closing sales price of the Company’s Common Shares on August 28, 2017, as reported on the TSX was C$0.58, and on the OTCQX was $0.474 per share.~~

Holders

As of June 30, ~~2017,~~2022, we ~~have 6,909~~had 18,490 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.

Securities 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 ~~stockholders.~~

shareholders.

Purchases of Equity Securities by the Company

We did not make any repurchases in the quarter ended June 30, ~~2017.~~2022.

Recent Sales of Unregistered Securities

The following Common Shares were issued pursuant to Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount outstanding under the Lind III Convertible Security and based upon representations and warranties of Lind III in connection therewith.

Date	Conversion Amount ($000)	Shares Issued	Conversion Price/Share
June 22, 2022	$600	1,088,808	$0.7132
July 27, 2022	600	1,025,796	0.7504
August 8, 2022	250	431,286	0.7496

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 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~~Canada-U.S. Income 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 ~~United States,~~U.S., (ii) is entitled to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iii) holds no Common Shares that are “taxable Canadian property” (as defined in the Canadian Tax Act) of the holder, (iv) deals at ~~arm’s length~~arm’s-length with and is not affiliated with NioCorp, (v) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, and (vi) is not an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S. Resident Holder”).

Certain U.S.-resident entities that are fiscally transparent for ~~United States~~U.S. federal income tax purposes (including limited liability companies) may not in all circumstances be regarded by the Canada Revenue Agency (the “CRA”) as 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 CRA will extend the benefits of the Convention to the entity in respect of its Common Shares.

Generally, a holder’s Common Shares will be considered to be capital property of the holder provided that the 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.

Generally, a holder’s Common Shares will not constitute “taxable Canadian property” of the holder at a particular time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX) unless both of the following conditions are true:

(i)

at any time during the 60-month period that ends at the particular time, 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:

the holder,

persons with whom the holder did not deal at arm’s length, and

partnerships in which the holder or a person referred to in clause (B) holds a membership interest directly or indirectly through one or more partnerships, and

(ii)

at any time during the 60-month period that ends at the particular time, 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.

This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on 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) on or before the date hereof, and the current published administrative and assessing policies of 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 or assessing practice, although no assurance can be given in these respects. 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.

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 is deemed to pay a dividend on the 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~~U.S. 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~~U.S. and that it is not a resident of Canada, in proportion to the Company’s ownership interest in that entity.

ITEM 6.

~~SELECTED FINANCIAL DATA (dollars in thousands, except per share amounts)~~ RESERVED.

For the year ended June 30,
2017 2016 2015
Sales $ — $ — $ —
Total operating expenses 13,777 9,518 25,480
Net loss 14,630 11,408 23,115
Loss per common share, basic and diluted 0.08 0.07 0.17

As at June 30,
2017 2016
Total assets $ 11,351 $ 15,246
Debt, including current portion 5,314 7,796
Shareholders’ equity 2,891 6,194

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED 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 (collectively, “NioCorp,” the “Company,” “our” and “we”). All amounts are in thousands of dollars. References to “C$” refer to Canadian currency.~~subsidiaries. This item should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in this ~~annual report.~~Annual Report on Form 10-K/A.

Restatement of Previously Issued Financial Statements

This MD&A has been amended and restated to give effect to the restatement of our consolidated financial statements, as more fully described in Note 2 to the Consolidated Financial Statements entitled “Restatement of Previously Issued Consolidated Financial Statements.” For further detail regarding the Restatement, see “Explanatory Note” and Item 9A, “Controls and Procedures.”

Summary of Consolidated Financial and Operating Performance

	For the year ended June 30,						For the year ended June 30,
	2017		2016		2015		2022 (As Restated)¹		2021 (As Restated)¹		2020
	($000)						($000)
Operating expenses	$	13,777	$	9,518	$	25,480	$	7,796	$	4,092	$	3,432
Net loss	$	14,630	$	11,408	$	23,115		10,887		4,824		4,001
Net loss per share (basic and diluted)	$	0.08	$	0.07	$	0.17		0.04		0.02		0.02

1.	See Note 2, “Restatement,” to the Consolidated Financial Statements for discussion regarding the impacts of the Restatement.

The Company’s net loss increased to ~~$14.6~~$10.9 million for fiscal ~~2017~~year 2022 from ~~$11.4~~$4.8 million for fiscal ~~2016. These changes resulted~~year 2021. This increased net loss in fiscal year 2022 as compared to fiscal year 2021 is primarily ~~from~~due to increased exploration expenditures associated with process development costs and rare earth review costs, as well increased non-cash costs of our fiscal year 2022 Option grants, which were fully vested and expensed on the ~~Company completed substantially all feasibility study related work during the year.~~grant dates, and increased loss on partial debt extinguishment from debt conversions reported as interest expense.

The Company’s net loss ~~decreased~~increased to ~~$11.4~~$4.8 million for fiscal ~~2016~~2021 from ~~$23.1~~$4.0 million for fiscal ~~2015. These changes resulted~~2020. This increased net loss in 2021 as compared to 2020 is primarily due to non-cash 2021 Option grants, which were fully vested and expensed on the grant dates, and increased loss on partial debt extinguishment from ~~decreased exploration activities~~debt conversions reported as ~~work efforts transitioned from on-site drilling and related metallurgical testing to engineering efforts related to the in-process feasibility study.~~interest expense, partially offset by foreign exchange gains.

~~During the years ended June 30, 2017, 2016, and 2015, the~~The Company had no ~~revenues.~~revenues 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 and are detailed in the following table.

Results of Operations

	For the year ended June 30,									For the year ended June 30,
	2017			2016			2015			2022 (As Restated)¹		2021 (As Restated)¹			2020
	($000)									($000)
Operating expenses:
Consulting	$	—		$	201		$	242
Depreciation		9			9			10
Employee related costs		2,551			1,988			3,413		$	2,150	$	1,655		$	1,376
Finance costs		4			242			39
Professional fees		1,105			512			435			684		386			327
Exploration expenditures		8,927			4,719			18,051			3,309		1,056			1,201
Other operating expenses		1,181			1,847			3,178			1,653		995			528
Impairment of equipment		—			—			112
Total operating expenses		13,777			9,518			25,480			7,796		4,092			3,432

Other income											-		(208	)		-
Loss on extinguishment											-		163			-
Change in financial instrument fair value		574			2,719			—			-		(32	)		38
Other gains		—			(587	)
Interest and other income		—			—			(16	)
Foreign exchange (gain) loss		(16	)		(528	)		434
Foreign exchange loss (gain)											258		(725	)		179
Interest expense		286			275			—			2,827		1,543			354
Loss (gain) on available for sale securities		9			11			(28	)
Income tax expense (benefit)		—			—			(2,755	)
Loss (gain) on equity securities											6		(9	)		(2	)
Income tax benefit											-		-			-
Net Loss	$	14,630		$	11,408		$	23,115		$	10,887	$	4,824		$	4,001

See Note 2, “Restatement,” to the Consolidated Financial Statements for discussion regarding the impacts of the Restatement.

Fiscal Year 2022 as Compared to Fiscal Year 2021

Significant items affecting operating expenses are noted below:

Employee related costs for fiscal year 2022 increased ~~from $2.0 million in~~as compared to fiscal ~~2016 to $2.6 in fiscal 2017~~year 2021 primarily due to increased share-based compensation costs which primarily reflected the impact of increased Common Share values on the fair value calculations in the Black-Scholes model, as well as the number of Options granted.

Professional fees increased in fiscal year 2022 as compared to fiscal year 2021, primarily due to the timing of legal services related to SEC filings, including our shelf registration statement on Form S-3 filed in November 2021.

Exploration expenditures increased in fiscal year 2022 as compared to fiscal year 2021 reflecting work performed in fiscal year 2022 to advance the development of a ~~$0.4 million increase~~demonstration-scale test plant to verify process improvement efforts as well as to potentially incorporate REEs into our planned production. Fiscal year 2021 expenditures primarily related to the ongoing personnel costs, as well as ongoing engineering and metallurgical projects and project advancement activities.

Other operating expenses include investor relations, general office expenditures, equity offering and proxy expenditures, board-related expenditures, and other miscellaneous costs. These costs increased in fiscal year 2022 as compared to fiscal year 2021 primarily due to increased financial advisory fees and investor relations fees associated with our ongoing financing efforts. In addition, share-based compensation for directors and other advisors increased in fiscal year 2022 as compared to fiscal year 2021 due to increased share-based compensation costs, which primarily reflected the impact of increased Common Share values in the Black Scholes model. Options issued in both periods were fully vested upon issuance and expensed on the grant date.

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

Other income for fiscal year 2021 represents the one-time forgiveness of the Company’s U.S. Small Business Administration Loan, which occurred on November 18, 2020.

Loss on extinguishment for fiscal year 2021 represents the one-time loss incurred in connection with the December 18, 2020, conversion of the Nordmin Note.

Foreign exchange (gain) loss is primarily due to changes in the U.S. dollar against the Canadian dollar rate as applied to U.S. dollar-denominated debt instruments, which are carried on the Canadian parent company books, and the fiscal year 2022 loss reflected the impacts of a strengthened U.S. dollar to Canadian dollar, whereas the fiscal year 2021 gain primarily reflects the impact of a weakened U.S. dollar.

Interest expense increased in fiscal year 2022 as compared to fiscal year 2021 primarily due to the accretion of the Nordmin Note, which was issued in December 2020, as well as accretion of the Lind III Convertible Security, which was issued in February 2021.

Fiscal Year 2021 as Compared to Fiscal Year 2020

Significant items affecting operating expenses are noted below:

Employee related costs for fiscal 2021 increased as compared to fiscal 2020 primarily due to increased share-based compensation costs reflecting the timing of Option issuances and ~~value of stock option grants between~~ the corresponding vesting periods, as well as ~~a $0.2 million increase in employee salaries based on timing~~the number of headcount additions and increased workloads. These costs decreased from $3.4 million in fiscal 2015 to $2.0 million in fiscal 2016 primarily due to a $1.6 million decrease in share-based compensation costs reflecting the timing and amount of stock option grants, as well as changes in vesting periods. Options granted ~~in fiscal 2015 were vested immediately, resulting in 100% of the~~and associated fair value being expensed upon grant. Options granted in fiscal 2016 vest over an 18-month period, and the corresponding option value is being expensed over the vesting period. This decrease in share-based compensation expense was partially offset by a $0.2 million increase related to headquarters personnel costs to support increased financing efforts and general operational activities.calculations.

~~Finance costs~~ represent fees and costs associated with financial transactions. Costs incurred for fiscal 2016 primarily reflect Lind Agreement transaction costs. There were no similar costs in fiscal 2017 or fiscal 2015.

~~Professional fees~~~~include legal and accounting services, and increased from $0.5 million infiscal2016 to $1.1 million infiscal2017. This increase reflects costs associated with registration statements filed with the SEC, as well as cross-border compliance requirements.~~

Exploration expenditures ~~increased from $4.7 million~~decreased in fiscal ~~2016~~2021 as compared to ~~$8.9 million~~fiscal 2020 reflecting work performed in ~~fiscal 2017, reflecting~~2020 to develop the ~~timing of~~detailed engineering necessary to support the Company’s efforts to finalize the Elk Creek Feasibility Study, as discussed above under Item 2, “Properties.” Exploration expenditures decreased to $4.7 million in fiscal 2016 from $18.1 million in fiscal 2015 reflecting the timing of expenditures at the Elk Creek Project.successful Air Permit application. Fiscal ~~2016~~2021 expenditures primarily related to the ongoing personnel costs, as well as ongoing engineering and metallurgical ~~testing work in support of our feasibility study, while fiscal 2015 costs included $10.3 million for drilling, metallurgical work,~~projects and geologists and field staff, which was necessary to support the preparation and filing of an updated Canadian National Instrument 43-101 Mineral Resource Statement and the completion of a Preliminary Economic Assessment.project advancement activities.

Other operating expenses include investor relations, general office expenditures, stock and proxy expenditures and other miscellaneous costs. Costs ~~decreased to $1.2 million in 2017 from $1.8 million~~increased in fiscal ~~2016,~~2021 as compared to fiscal 2020 primarily due to ~~$0.5 million incurred~~increases in ~~fiscal 2016 relating to~~share-based compensation costs for board members reflecting the ~~fair value~~timing of ~~additional shares issued in connection~~Option issuances and the corresponding vesting periods, and increased exchange registration costs associated with the ~~Company’s early warrant exercise program which closed~~Nordmin Note and the Lind III Convertible Security. These costs were partially offset by a decrease in June 2016. Costs decreased to $1.8 million in fiscal 2016 from $3.2 million in fiscal 2015, as fiscal 2016 included the $0.5 million relating early warrant exercise program noted above. Similarly, fiscal 2015 costs include $2.2 relating to the fair value of warrants issued in connection with a private placement as well as warrants issued in connection with the TK Agreement.finance-related contract costs.

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

Change in financial instrument fair value primarily represents non-cash changes in the periodic market value of the Convertible Security, which is carried at Fair value, as well as changes in the market value of the derivative liability component of the Notes.

~~Other gains recorded in fiscal 2016 represents the one-time reversal of a Canadian tax-related accrual associated with flow-through capital shares issued in 2010.~~

Foreign exchange (gain) loss is primarily due to changes in the ~~United States~~U.S. dollar ~~(“USD”)~~ against the Canadian dollar ~~(“CAD”)~~ and the fiscal 2021 gain primarily reflects the ~~period end values~~impact of ~~USD-denominated~~a strengthened Canadian dollar as applied to U.S. dollar-denominated debt instruments, which are carried on the Canadian parent company books. Foreign exchange ~~gain/~~loss ~~was minimal~~ during fiscal ~~2017 as the ending USD:CAD rate remained relatively unchanged from the prior year, while the gain recorded in fiscal 2016 primarily reflects~~2020 reflected the impacts of a ~~strengthening USD.~~strengthened U.S. dollar to Canadian dollar rate.

Interest expense ~~represents interest incurred in connection with our convertible debt instruments and the loans from Mark Smith. The increase~~ increased in fiscal ~~2016 over~~2021 as compared to fiscal ~~2015 are based on~~2020 due primarily to the ~~timing of the closing of the individual debt instruments.~~

~~Income tax benefit booked in fiscal 2015 reflects the recognition of $2.8 million of deferred tax benefit which was generated during fiscal 2015 to offset existing deferred tax liabilities~~accretion associated with the ~~acquisition~~Lind III Convertible Security and the Nordmin Note, both of which were entered into during fiscal year 2021, as well as an increase in interest expense incurred under the ~~Elk Creek mineral interest.~~Smith Credit Agreement.

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, and the exercise of incentive stock options and share purchase warrants. WeWhile we believe ~~that~~ we will be able to secure additional private placement financings in the future, ~~although~~ we cannot predict the size or pricing of any such financings. In addition, we may raise funds through the sale of interests in our mineral properties, although current market conditions and the impacts of the COVID-19 pandemic have ~~substantially~~ reduced the number of potential buyers/acquirers of any such ~~interest(s).~~interests.

As of June 30, ~~2017,~~2022, the Company had cash of ~~$0.2~~$5.3 million and a working capital ~~deficit~~ of ~~$5.8~~$0.6 million, compared to cash of ~~$4.4~~$7.3 million and working capital of ~~$2.3~~$3.4 million on June 30, ~~2016. This change~~2021. The decline in working capital surplus for fiscal year 2022 is due to the ~~result~~timing of ~~two primary factors: our continued work to complete the Feasibility Study, including engineering~~cash inflows from financing activities and ~~metallurgical development~~warrant exercises, as discussed below under “Financing Activities,” and was partially offset by exploration-related expenditures and the transfer of a portion of our debt commitments from long-term liabilities to current liabilities based on maturity dates. As disclosed in Note 14 to the Consolidated Financial Statements, On July 26, 2017, the Company closed a brokered private placement and received total gross proceeds of approximately C$1.9 million.general corporate overhead expenditures.

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned operational needs are approximately ~~$11.2~~$9.5 million ~~until~~through June 30, ~~2018.~~ 2023, inclusive of the repayment of amounts outstanding under the Smith Credit Agreement which is due on June 30, 2023.

In addition to outstanding accounts payable and short-term liabilities, our average monthly expenditures through June 30, 2023 are expected to be approximately ~~$450,000~~$550 per month where approximately ~~$361,000~~$295 is for ~~administrative purposes, including~~corporate overhead, lease extensions and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. Approximately ~~$89,000~~$255 per month is planned for expenditures relating to the advancement of the Elk Creek ~~Project.~~Project by ECRC. The Company’s ability to continue operations and fund our current work plan is dependent on ~~Management’s~~management’s ability to secure additional financing.

The Company anticipates that it may ~~need~~not have sufficient cash to ~~raise $10.0~~continue to fund basic operations for the next twelve months, and additional funds totaling $3.5 million to $4.5 million are likely to be necessary to continue ~~planned operations focused on~~advancing the project in the areas of financing, ~~the Elk Creek Resources Project.~~permitting, and detailed engineering. Management is actively pursuing such additional sources of debt and equity financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

Elk Creek ~~Property~~property and lease commitments are ~~$42,000 until~~$8 through June 30, ~~2018.~~2023, exclusive of costs incurred to exercise our current land and mineral right option agreements, which expire at various times between December 2024 and May 2040. To maintain its currently held properties and fund its currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, ~~2018,~~2023, the Company will likely require additional financing during the current fiscal year. Should such financing not be available in that ~~time-frame,~~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.

We currently have no further material funding commitments or arrangements for additional financing at this time (other than the potential exercise of options and warrants) and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty that we will be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by ~~Management~~management as opportunities to raise funds arise. Management intends to pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings, at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at ~~arms-length.~~arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

~~The~~

Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the year ended June 30, ~~2017~~2022, disclose ~~a “going concern” qualification and disclosures~~that substantial doubt exists as to our ability to continue in business. The ~~accompanying~~ 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. WeAs defined under S-K 1300, we are ~~an exploration~~a development stage ~~company~~issuer, and we have incurred losses since our inception. ~~We do~~The Company anticipates that it may not have sufficient cash, including warrant exercises subsequent to June 30, 2022, to continue to fund ~~normal~~basic operations ~~and meet debt obligations~~ for the next 12twelve months, ~~without deferring payment~~therefore, additional funds are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering. While the COVID-19 pandemic did negatively impact our ability to obtain project financing during fiscal years 2021 and 2022, the full extent to which the COVID-19 pandemic and our precautionary measures may continue to impact our business will depend on ~~certain current liabilities~~future developments, which continue to be highly uncertain and ~~raising additional funds.~~cannot be predicted at this time. In addition, recent worldwide events have created general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions, increased interest rates, and the potential for geographic recessions. We believe that the going concern ~~condition~~uncertainty cannot be ~~removed~~alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured.

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 ~~United States~~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 ~~its~~our capital, we have, of necessity, been required to accept lower rates of interest, which has also lowered our potential interest income.

Operating Activities

During the year ended June 30, ~~2017,~~2022, the Company’s operating activities consumed ~~$10.7~~$6.2 million of cash ~~(2016: $11.0~~(2021: $4.7 million and ~~2015: $17.3~~2020: $3.0 million). The cash used in operating activities for fiscal ~~2017~~year 2022 reflects the Company’s funding of losses of ~~$14.6~~$10.9 million, partially offset by ~~minor~~ non-cash adjustments and changes in working capital items. Overall, fiscal ~~2017~~year 2022 operational outflows were ~~comparable~~higher than fiscal year 2021 due primarily to increased exploration expenditures. Fiscal year 2021 operational outflows were higher than fiscal ~~2016, as~~year 2020 due primarily to the ~~Company completed the Feasibility Study work. Operating cash outflows declined in~~reduction of outstanding accounts payable balances during fiscal ~~2016 as compared to fiscal 2015 primarily reflecting the Company’s Elk Creek drilling program which occurred through fiscal 2015.~~year 2021. 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

During the year ended June 30, 2022, the Company’s investing activities consumed $16 of cash (2021: $6.3 million and 2020: nil). The cash used in investing activities for fiscal year 2021 reflects the Company’s purchase of the land and mineral rights discussed above under Part I., Item 2, “Properties - Other Elk Creek Project Activities.”

Financing Activities

Net cash provided by financing activities was ~~$6.8~~$4.3 million in fiscal ~~2017, compared to $14.4~~year 2022 (2021: $18.1 million and ~~$15.0 million in fiscal 2016 and fiscal 2015, respectively. Year over year changes~~2020: $3.0 million). This decrease in financing inflows primarily reflect the timing of ~~individual equity~~cash inflows from the Lind III Agreement, private placements, and warrant exercises during the respective fiscal years.

The following is a discussion of significant financing ~~events,~~transactions for fiscal year 2022:

●

On June 30, 2022, the Company closed a non-brokered private placement (the “June 2022 Private Placement”) of units (the “Units”) of the Company. A total of 4,981,035 Units were issued at a price per 2022 Unit of C$0.96, for total gross proceeds to the Company of approximately C$4.8 million. Each Unit consists of one Common Share and one common share purchase warrant (“June 2022 Warrant”). Each June 2022 Warrant entitles the holder to acquire one Common Share at a price of C$1.10 at any time prior to July 1, 2024. Proceeds of the June 2022 Private Placement will be used for continued advancement of the Company’s Elk Creek Critical Minerals Project and for working capital and general corporate purposes. The Company paid cash commissions of C$62and 65,100 warrants (the “Finder Warrants”), having the same terms as the June 2022 Warrants, to finders outside of the United States. The Finder Warrants were valued at C$18 using a risk-free rate of 3.2%, expected volatility of 64% and expected life of two years.

●

On July 23, 2021, the Company repaid $358 to Mr. Smith, representing a partial principal repayment of $318 on the Smith Credit Agreement plus accrued interest.

The following is a discussion of significant financing transactions for fiscal year 2021:

●

On February 19, 2021, the Company issued the Lind III Convertible Security pursuant to the Lind III Agreement. The Lind III Convertible Security has a face value of $11.7 million (representing $10.0 million in funding plus an closed an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security). After deducting a $350,000 commitment fee as set forth in the Lind III Agreement, NioCorp received net proceeds of $9.7 million from the funding of the Lind III Convertible Security. The Company used the proceeds from the funding of the Lind III Convertible Security to pay the exercise price under the Option Agreement, as discussed above under Part I., Item 2 “Properties—Other Elk Creek Project Activities,” as well as for general corporate purposes.

The Lind III Convertible Security has a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable premium) in ~~Note 8~~accordance with the terms of the Lind III Agreement, whichever is earlier. The Lind III Convertible Security constitutes the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness. The Lind III Convertible Security is guaranteed on a secured basis by 0896800 and ECRC.

The Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800, and certain real property and fixtures of ECRC. The liens securing the Lind III Convertible Security rank pari-passu with the liens securing the Smith Credit Agreement. The liens securing the Lind III Convertible Security rank senior to the ~~Consolidated Financial Statements, as well as~~liens securing the ~~timing~~Smith Credit Agreement on any amount that is owed by the Company to Mr. Smith in excess of $4.0 million.

Pursuant to the Lind III Agreement, Lind III is 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 III provides notice to the Company of its election to convert. Subject to certain exceptions, the Lind III Agreement contains restrictions on how much of the Lind III Convertible Security may be converted in any particular month. The Lind III Agreement also provides NioCorp with the option to buy back the remaining face amount of the Lind III Convertible Security in cash at any time; provided that, if the Company exercises such option, Lind III will have the option to convert up to 33.33% of the remaining face amount into Common Shares at the price described above. In addition, Lind III is entitled to accelerate its conversion right to the full amount of the face value of the Lind III Convertible Security or demand repayment thereof in cash upon the occurrence of an event of default and other designated events described in the Lind III Agreement.

On February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000 Lind III Warrants to Lind III pursuant to the Lind III Agreement.

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

●

On May 10, 2021, the Company closed a non-brokered private placement (the “April 2021 Private Placement”) of units of the Company (“Units”). A total of 4,334,157 Units were issued at a price per Unit of C$1.43, for total gross proceeds to the Company of approximately C$6.2 million. Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one warrant (each, an “April 2021 Warrant”). Each April 2021 Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from the date of issuance. Proceeds of the April 2021 Private Placement will be used for continued advancement of the Company’s Elk Creek Superalloy Materials Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially adding rare earth products to the planned product offering, and for working capital and general corporate purposes. The Company paid cash commissions of C$111,000 and issued 77,961 broker warrants (having the same terms as the April 2021 Warrants) in connection with the April 2021 Private Placement to brokers outside of the United States. The broker warrants were valued at C$24,000 using a risk-free rate of 0.2791%, expected volatility of 55.42% and expected life of two years.

●

On April 30, 2021, the Company repaid $1.0 million to Mr. Smith to retire all of the outstanding balance on the loan (the “Smith Loan”) pursuant to the Loan Agreement, dated June 17, 2015, by and between the Company and Mr. Smith, as amended from time to time. On April 30, 2021, and May 4, 2021, the Company repaid $250,000 and $250,000, respectively, representing partial repayments on the Smith Credit Agreement. Each of these loan repayments utilized proceeds from the exercise of warrants. Additionally, on May 4, 2021, the Company repaid $138,000 to Mr. Smith, representing accrued interest on the Smith Loan through the repayment date noted above and accrued interest on the Smith Credit Agreement through April 30, 2021. On July 23, 2021, the Company repaid $358,000 to Mr. Smith, representing a partial repayment of $318,000 on the Smith Credit Agreement, plus accrued interest through June 30, 2021.

Cash Flow Considerations

The Company has historically relied upon equity financings, and to a lesser degree, debt financings, to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company may pursue debt financing in the medium term if it is able to procure such financing on terms more favorable than available equity financing; 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 ~~Company’s shares~~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 Company’s 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, further development and construction of the Elk Creek Project will require substantial additional capital resources. This includes near-term funding and, ultimately, long-term funding (including debt and equity financing) for Elk Creek Project construction and other costs.

Debt Covenants

The Lind III Convertible Security contains financial and non-financial covenants customary for a facility of this size and nature, and includes a financial covenant defining an event of default as all present and future liabilities of the Company or any of its subsidiaries, exclusive of related party loans, for an amount or amounts exceeding C$2.0 million, and which have not been satisfied on time or within 90 days of invoice, or have become prematurely payable as a result of its default or breach. ~~This covenant became effective after February 1, 2016,~~In addition, The Smith Credit Agreement contains financial and ~~the~~non-financial covenants customary for a facility of its size and nature. The Company ~~remains~~was in compliance ~~through to the date hereof.~~

~~Contractual Obligations~~

~~Our contractual obligations at~~with these covenants as of June 30, ~~2017, are summarized as follows:~~2022 and 2021.

Payments due by period (000s)
Total Less than 1 year 1-3 years 4-5 years After 5 years
Debt $ 5,012 $ 2,956 ¹ $ 2,056 ² $ — $ —
Operating leases 138 75 63 — —
Total contractual obligations $ 5,150 $ 3,031 $ 2,119 $ — $ —

⁽¹⁾

~~Amounts represent principal of $2,675 and estimated interest payments of $281, assuming no early extinguishment.~~

⁽²⁾

~~Amounts represent principal of $2,000 and estimated interest payments of $56, assuming no early extinguishment.~~

Environmental

~~Off-Balance Sheet Arrangements~~

~~The Company does not have any off-balance sheet arrangements.~~

~~Environmental~~

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. AtAs of June 30, ~~2017~~2022 and ~~2016,~~2021, we ~~have~~had accrued ~~$83,000~~$48 and $48, 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 ~~of 1933, as amended,~~ and Section 21E of the ~~Securities~~ Exchange Act, ~~of 1934, as amended,~~ and are intended to be covered by the safe harbor created thereby. See the discussion in ~~Forward-Looking Statements~~“Forward-Looking Statements” in Item ~~1, Business.~~1., “Business.”

Accounting Developments

For a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 24 to the Consolidated Financial Statements.

Critical Accounting ~~Policies~~ Estimates and Recent Accounting Pronouncements

~~Listed below are the~~Our significant accounting policies ~~that we believe~~ are ~~critical to our financial statements due~~described in Note 4 to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. Our discussion of financial condition and results of operations is based upon the information reported in our Consolidated Financial Statements. The preparation of these Consolidated Financial Statements included in ~~conformity with U.S. generally accepted accounting principles (“GAAP”) requires us~~this Annual Report on Form 10-K/A. As described in Note 4, we are required to make ~~assumptions~~estimates and ~~estimates~~assumptions that affect the reported amounts and related disclosures of assets, liabilities, ~~revenues,~~revenue, and ~~expenses, as well as the disclosure~~expenses. Our estimates are based on our experience and our interpretation of ~~contingent assets~~economic, political, regulatory, and ~~liabilities as~~other factors that affect our business prospects. Many of the ~~date of~~inputs into our ~~financial statements. We base our assumptions~~estimation process are subjective and ~~estimates on historical experience~~are subject to uncertainty over time and ~~various other sources that we believe to be reasonable under the circumstances. Actual~~therefore, actual results may differ significantly from our estimates. Note 4 also discloses recent accounting pronouncements applicable to the Company.

We believe that our most critical accounting estimates ~~we calculate due~~are related to the carrying value of our long term assets; accounting for income taxes; and valuation of deferred tax assets, as they require us to make assumptions that are highly uncertain at the time the accounting estimates are made and changes in ~~circumstances, global economics~~them are reasonably likely to occur from period to period. Management has discussed the development and ~~politics, and general business conditions. A summary~~selection of these critical accounting estimates with the Audit Committee of our ~~significant accounting policies is detailed in Note 2 to~~board of directors, and the ~~Consolidated Financial Statements. We have outlined below those policies identified as being critical to~~Audit Committee has reviewed the ~~understanding of~~disclosures presented below. In addition, there are other items within our ~~business and results of operations and~~financial statements that require ~~the application of significant management judgment.~~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 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. Fair value is typically determined through the use of an income approach utilizing estimates of discounted pre-tax future cash flows or a market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 measurements. Occasionally, such as when an asset is held for sale, market prices are used. We believe our estimates and models used to determine fair value are similar to what a market participant would use.

Events that could result in additional impairment of our long-lived assets include, but are not limited to, decreases in future metal prices, unfavorable changes in foreign exchange rates, increases in future closure costs, and any event that might otherwise have a material adverse effect on mine site cash flows.

~~Derivative Instruments~~

All financial instruments that meet the definition of a derivative are recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded in the Statements of Consolidated Operations. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions such as commodity prices, market volatilities, foreign currency exchange rates and interest rates. Variations in these factors could materially affect amounts credited or charged to earnings to reflect the changes in fair value of derivatives.

Income ~~and Mining~~ Taxes

We account for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of our liabilities and assets and the related income tax basis for such liabilities and assets. This method generates ~~either~~ a net deferred income tax liability or asset, ~~for us,~~ as measured by the statutory tax rates in effect. We derive our deferred income tax ~~charge~~expense or benefit by recording the change in ~~either~~ the net deferred income tax liability or asset balance for the year. With respect to the earnings ~~that~~ we derive from the operations of our consolidated subsidiaries, in those situations where the earnings are indefinitely reinvested, no deferred taxes have been provided on the unremitted earnings (including the excess of the carrying value of the net equity of such entities for financial reporting purposes over the tax basis of such equity) of our consolidated ~~companies.~~subsidiaries.

We are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. We recognize and record potential tax liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current ~~estimate of the tax liabilities.~~estimate. If our estimate of tax liabilities proves to be ~~less~~different than the ultimate assessment, an additional ~~charge to~~ expense ~~would result. If the estimate of tax liabilities proves to be greater than the ultimate assessment, a tax~~or benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits inIncome ~~and mining~~ tax benefit (expense).In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is ultimately ~~collectible.~~recoverable.

Valuation of Deferred Tax Assets

Our deferred income tax assets include certain future tax benefits. We record a valuation allowance against any portion of those deferred income tax assets when we believe, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. We review the likelihood that we will realize the benefit of our deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

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 ~~August 29, 2017,~~September 6, 2022, is set out below, on a ~~fully-diluted~~fully diluted basis.

	Common ~~Share~~Shares Outstanding (fully diluted)
Common Shares		~~202,841,546~~	278,127,688
Stock options¹		~~15,344,909~~	14,464,000
Warrants¹		~~24,024,631~~	18,516,253
Convertible ~~Notes (excluding the Lind Convertible Security)~~Debt²		~~1,069,773~~
~~Lind Convertible Security~~³:
~~Assuming an average market price on conversion of $0.60~~		~~6,020,250~~	2,533,300

Each exercisable into one Common Share

Represents estimated maximum Common Shares convertible pursuant to the Company’s private placement of convertible debentures which closed October 22, 2015. Actual Common Shares issued may be impacted by the USD:CAD exchange rate, accrued interest payable and current trading price of the Company’s Common Shares at conversion date.

³	Represents Common Shares issuable on conversion of aggregate outstanding principal ~~amount~~amounts of ~~US$2.5~~$1.6 million of convertible debt as of ~~August 29, 2017.~~September 6, 2022, assuming a market price per Common Share of $0.74 on that date.

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 ~~related~~ exploration 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~~Project is not in production, and the Company does not currently hold any commodity derivative positions.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~Quarterly Results~~ 53

~~The following is a summary of selected quarterly financial information (unaudited, amounts in thousands, except per share amounts):~~

Fiscal Year Ended June 30, 2017 Fiscal Year Ended June 30, 2016
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Total Operating Expenses $ 2,980 $ 3,350 $ 4,075 $ 3,372 $ 2,639 $ 1,227 $ 2,578 $ 3,073
Net Loss $ 2,775 $ 3,547 $ 4,609 $ 3,699 $ 2,807 $ 2,815 $ 2,431 $ 3,355
Loss Per Common Share $ 0.02 $ 0.02 $ 0.02 $ 0.02 $ 0.02 $ 0.02 $ 0.01 $ 0.02

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors ~~and Shareholders~~

NioCorp Developments Ltd.

Centennial, Colorado

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of NioCorp Developments, Ltd. (the “Company”) as of June 30, ~~2017~~2022 and ~~2016 and~~2021, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the three years in the period ended June 30, ~~2017.~~2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Restatement to Correct Misstatements

As discussed in Note 2 to the consolidated financial statements, the 2022 and 2021 financial statements have been restated to correct misstatements.

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 5 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 5. 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 ~~these~~the Company’s consolidated financial statements based on our audits. 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 audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~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.~~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. ~~Our~~As part of our audits ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ 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. ~~An audit also includes~~

Our audits 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 ~~supporting~~regarding the amounts and disclosures in the consolidated financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

~~In our opinion,~~

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements ~~referred~~that were communicated or required to ~~above present fairly, in all~~be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material respects, the financial position of NioCorp Developments Ltd. at June 30, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2017,~~in conformity with accounting principles generally accepted in the United States of America.~~

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4~~ to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ BDO USA, LLP

We have served as the ~~Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability~~Company's auditor since 2015.

Spokane, Washington

September 6, 2022, except as to ~~continue as a going concern. Management’s plans in regard to these matters are also described~~the effects of the restatement discussed in Note ~~4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~2, which is dated October 31, 2022

~~/s/ BDO USA, LLP~~

~~Spokane, Washington~~

~~August 29, 2017~~

NioCorp Developments Ltd.

Consolidated Balance Sheets

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


										As of June 30,
			As of June 30,						Note	2022			2021
	Note		2017			2016				As Restated ^(a)			As Restated ^(a)
ASSETS
Current
Cash			$	238		$	4,412			$	5,280		$	7,317
Restricted cash				265			—
Prepaid expenses and other				152			106				402			24
Total current assets				655			4,518				5,682			7,341
Non-current
Deposits				51			65				35			35
Available for sale securities at fair value				23			32
Equipment				5			14
Mineral interests		5		10,617			10,617
Investment in equity securities											10			16
Right-of-use assets									13		94			156
Land and buildings, net									7		850			837
Mineral properties									6		16,085			16,085
Total assets			$	11,351		$	15,246			$	22,756		$	24,470

LIABILITIES
Current
Accounts payable and accrued liabilities			$	3,146		$	1,256		8	$	817		$	408
Related party loan		9		1,175			1,000		11		2,000			2,318
Convertible debt, current portion		6		2,161			—		9		2,169			1,123
Operating lease liability									13		82			69
Total current liabilities				6,482			2,256				5,068			3,918
Convertible debt, net of current portion		7		1,896			6,466
Derivative liability, convertible debt		7		82			330
Non-current
Convertible debt, net of current									9		-			7,234
Operating lease liability									13		23			105
Total liabilities				8,460			9,052				5,091			11,257
Commitments and contingencies		13							4i, 13
SHAREHOLDERS’ EQUITY
Common stock, unlimited shares authorized; shares outstanding: 198,776,337 at June 30, 2017 and 180,467,990 at June 30, 2016		8		68,029			58,401
Additional paid-in capital				10,320			8,630
SHAREHOLDERS' EQUITY
Common stock, no par value, unlimited shares authorized; shares outstanding: 276,670,606 at June 30, 2022 and 256,379,931 at June 30, 2021									10		129,055			113,882
Accumulated deficit				(74,852	)		(60,222	)			(110,397	)		(99,510	)
Accumulated other comprehensive loss				(606	)		(615	)			(993	)		(1,159	)
Total shareholder equity				2,891			6,194
Total shareholders’ equity											17,665			13,213
Total liabilities and equity			$	11,351		$	15,246			$	22,756		$	24,470

(a)

Amounts are restated. See Note 2 for more information.

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

NioCorp Developments Ltd.

Consolidated Statements of Operations and Comprehensive Loss

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


		For the year ended June 30,
	Note	2022			2021			2020
		As Restated ^(a)			As Restated ^(a)
Operating expenses
Employee related costs		$	2,150		$	1,655		$	1,376
Professional fees			684			386			327
Exploration expenditures	12		3,309			1,056			1,201
Other operating expenses			1,653			995			528
Total operating expenses			7,796			4,092			3,432
Change in financial instrument fair value			-			(32	)		38
Other income			-			(208	)		-
Loss on debt extinguishment	9		-			163			-
Foreign exchange loss (gain)			258			(725	)		179
Interest expense			2,827			1,543			354
Loss (gain) on equity securities			6			(9	)		(2	)
Loss before income taxes			10,887			4,824			4,001
Income tax benefit	14		-			-			-
Net loss		$	10,887		$	4,824		$	4,001

Other comprehensive loss:
Net loss		$	10,887		$	4,824		$	4,001
Other comprehensive (gain) loss:
Reporting currency translation			(166	)		804			(171	)
Total comprehensive loss		$	10,721		$	5,628		$	3,830

Loss per common share, basic and diluted		$	0.04		$	0.02		$	0.02

Weighted average common shares outstanding			263,737,227			241,967,116			234,610,126

(a)	Amounts are restated. See Note 2 for more information.

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

NioCorp Developments Ltd.

Consolidated Statements of Cash Flows

(expressed in thousands of U.S. dollars)


	For the year ended June 30,
		2022			2021			2020
		As Restated ^(a)			As Restated ^(a)
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period		$	(10,887	)	$	(4,824	)	$	(4,001	)
Adjustments for:
Noncash lease activity			(7	)		30			-
Change in financial instrument fair value			-			(32	)		38
Depreciation			3			-			-
Unrealized loss (gain) on equity securities			6			(9	)		(2	)
Accretion of convertible debt			2,619			1,100			-
Foreign exchange loss (gain)			329			(661	)		144
Gain on debt forgiveness			-			(196	)		-
Loss on debt extinguishment			-			163			-
Share-based compensation			1,745			797			153
Total			(6,192	)		(3,632	)		(3,668	)
Change in working capital items:
Prepaid expenses			(377	)		9			40
Accounts payable and accrued liabilities			419			(1,103	)		579
Net cash used in operating activities			(6,150	)		(4,726	)		(3,049	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral rights			-			(5,468	)		-
Acquisition of land and buildings			(16	)		(837	)		-
Net cash used in investing activities			(16	)		(6,305	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock			4,737			10,677			470
Share issue costs			(118	)		(174	)		-
Issuance of convertible debt, net of costs			-			9,477			-
Loan repayments			-			(406	)		-
Related party debt draws			-			-			2,338
Related party debt repayments			(318	)		(1,500	)		-
Long term debt funding			-			-			196
Net cash provided by financing activities			4,301			18,074			3,004
Exchange rate effect on cash and cash equivalents			(172	)		(33	)		(5	)
Change in cash and cash equivalents during period			(2,037	)		7,010			(50	)
Cash and cash equivalents, beginning of period			7,317			307			357

Cash and cash equivalents, end of period		$	5,280		$	7,317		$	307

Supplemental cash flow information:
Amounts paid for interest		$	252		$	873		$	64
Amounts paid for income taxes			-			-			-
Non-cash investing and financing transactions:
Conversion of debt for common shares		$	8,807		$	3,106		$	980
Recognition of operating lease liabilities			-			231			-
Derecognition of operating lease liabilities			-			(22	)		-
Accounts payable to note conversion			-			1,640			406
Value of warrants issued			-			1,795			-

(a)

Amounts are restated. See Note 2 for more information.

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

NioCorp Developments Ltd.

Consolidated Statements of Shareholders’ Equity

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


	Common Shares Outstanding		Common Stock			Deficit			Accumulated other comprehensive income			Total
Balance, July 1, 2019		232,496,215	$	96,063		$	(90,685	)	$	(526	)	$	4,852
Exercise of warrants		664,549		338			-			-			338
Exercise of options		320,500		148			-			-			148
Debt conversions		2,444,420		980			-			-			980
Share-based compensation		-		153			-			-			153
Reporting currency presentation		-		-			-			171			171
Loss for the year		-		-			(4,001	)		-			(4,001	)
Balance, June 30, 2020		235,925,684	$	97,682		$	(94,686	)	$	(355	)	$	2,641
Exercise of warrants		9,106,283		5,338			-			-			5,338
Exercise of options		2,952,296		215			-			-			215
Fair value of warrants granted		-		1,795			-			-			1,795
Private placement – May 2021		4,334,157		5,124			-			-			5,124
Debt conversions		4,061,511		3,106			-			-			3,106
Share issuance costs		-		(175	)		-			-			(175	)
Share-based compensation		-		797			-			-			797
Reporting currency presentation		-		-			-			(804	)		(804	)
Loss for the year		-		-			(4,824	)		-			(4,824	)
Balance, June 30, 2021 As Restated ^(a)		256,379,931	$	113,882		$	(99,510	)	$	(1,159	)	$	13,213
Exercise of warrants		871,750		543			-			-			543
Exercise of options		2,051,533		483			-			-			483
Fair value of warrants granted		-		14			-			-			14
Private placement – June 2022		4,981,035		3,711			-			-			3,711
Debt conversions		12,386,357		8,807			-			-			8,807
Share issuance costs		-		(130	)		-			-			(130	)
Share-based compensation		-		1,745			-			-			1,745
Reporting currency presentation		-		-			-			166			166
Loss for the year		-		-			(10,887	)		-			(10,887	)
Balance, June 30, 2022 As Restated ^(a)		276,670,606	$	129,055		$	(110,397	)	$	(993	)	$	17,665

(a)

Amounts are restated. See Note 2 for more information.

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

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2022

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

DESCRIPTION OF BUSINESS

NioCorp Developments Ltd. (the “Company”) 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.

These consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project. These matters raised 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.

RESTATEMENT

The Company previously issued a convertible debt security (the “Lind III Convertible Security”) pursuant to a definitive convertible security funding agreement, dated February 16, 2021 (the “Lind III Agreement”), between the Company and Lind Global Asset Management III, LLC (“Lind III”). Pursuant to the Lind III Agreement, Lind III is entitled to convert the Lind III Convertible Security into common shares, without par value, of the Company (“Common Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price per Common Share on the Toronto Stock Exchange for the five trading days immediately preceding the date on which Lind III provides notice to the Company of its election to convert a portion thereof. Each conversion of a portion of the Lind III Convertible Security into Common Shares results in a partial extinguishment of the debt, for which a proportionate amount of the related debt discounts and deferred financing costs should have been recognized as a loss on extinguishment. The Company originally accounted for the unamortized debt discounts and deferred financing costs using a “prospective approach.” Under this “prospective approach,” upon conversion of a portion of the Lind III Convertible Security, a new effective interest rate was computed based on the post-conversion carrying value of the Lind III Convertible Security and the revised estimated remaining cash flows. Using this “prospective approach,” changes in amortization of debt discounts and deferred financing costs were included in future interest expense on a prospective basis.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2022

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

The change in the timing of expensing debt discounts and unamortized deferred financing costs upon extinguishments of debt related to debt conversions is a non-cash item that affects the timing of recognition, but not the total amount of expense to be recognized over the life of the convertible debt instrument. The loss on extinguishment is included in accretion and amortization expense for convertible debt, which is disclosed as a part of interest expense in the Company’s consolidated statements of operations and comprehensive loss and is not included as a component of operating costs. The net loss restatement impacts include minor adjustments to account for foreign exchange impacts, as the U.S. dollar-denominated Lind III Convertible Security is carried on the Canadian parent company books.

This correction to the Company’s consolidated statements of operations and comprehensive loss also impacts the Company’s consolidated balance sheets, consolidated statements of shareholders’ equity, and certain notes to the consolidated financial statements (i) for the fiscal years ended June 30, 2022 and 2021; and (ii) for the interim periods ended September 30, 2021, December 31, 2021 and March 31, 2022, as illustrated in Note 16. This correction does not impact the consolidated statements of cash flows besides offsetting adjustments between net loss, accretion of convertible debt, and foreign exchange (gain) loss within the cash flows from operating activities section.

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

June 30, 2022

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

For the year
ended June 30,

Note 2017 2016 2015
Operating expenses
Consulting $ — $ 201 $ 242
Depreciation 9 9 10
Employee related costs 2,551 1,988 3,413
Finance costs 4 242 39
Professional fees 1,105 512 435
Exploration expenditures 10 8,927 4,719 18,051
Other operating expenses 1,181 1,847 3,178
Impairment of equipment — — 112
Total operating expenses 13,777 9,518 25,480
Change in financial instrument fair value 7 574 2,719 —
Other gains 6 — (587 ) —
Interest and other income — — (16 )
Foreign exchange (gain) loss (16 ) (528 ) 434
Interest expense 286 275 —
Loss (gain) on available for sale securities 9 11 (28 )
Loss before income taxes 14,630 11,408 25,870
Income tax benefit — — (2,755 )
Net loss $ 14,630 $ 11,408 $ 23,115

Other comprehensive (gain) loss:
Net loss $ 14,630 $ 11,408 $ 23,115
Other comprehensive loss:
Reporting currency translation (9 ) (427 ) 959
Total comprehensive loss $ 14,621 $ 10,981 $ 24,074

Loss per common share, basic and diluted $ 0.08 $ 0.07 $ 0.17

Weighted average common shares outstanding 187,810,774 164,038,509 136,045,244

Schedule of Consolidated Balance Sheet

Consolidated Balance Sheet

As of June 30, 2021

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

	As Previously Reported			Restatement Impacts			Restated
ASSETS
Current
Cash	$	7,317		$	-		$	7,317
Prepaid expenses and other		24			-			24
Total current assets		7,341			-			7,341
Non-current
Deposits		35			-			35
Investment in equity securities		16			-			16
Right-of-use assets		156			-			156
Land and buildings, net		837			-			837
Mineral properties		16,085			-			16,085
Total assets	$	24,470		$	-		$	24,470

LIABILITIES
Current
Accounts payable and accrued liabilities	$	408			-		$	408
Related party loan		2,318			-			2,318
Convertible debt, current portion		1,123			-			1,123
Operating lease liability		69			-			69
Total current liabilities		3,918			-			3,918
Non-current
Convertible debt, net of current		6,784			450			7,234
Operating lease liability		105			-			105
Total liabilities		10,807			450			11,257
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common stock, no par value, unlimited shares authorized; shares outstanding: 256,379,931 at June 30, 2021		113,882			-			113,882
Accumulated deficit		(99,076	)		(434	)		(99,510	)
Accumulated other comprehensive loss		(1,143	)		(16	)		(1,159	)
Total shareholders' equity		13,663			(450	)		13,213
Total liabilities and equity	$	24,470		$	-		$	24,470

NioCorp Developments Ltd.

Notes to Consolidated Financial Statements

~~Consolidated Statements of Cash Flows~~June 30, 2022

~~(expressed in thousands of U.S. dollars)~~

For the year
ended June 30,

2017 2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (14,630 ) $ (11,408 ) $ (23,115 )
Adjustments for:
Depreciation 9 9 10
Change in financial instrument fair value 574 2,719 —
Warrants expense — 540 2,159
Unrealized loss (gain) on available-for-sale investments 9 11 (28 )
Impairment of equipment — — 112
Accretion of convertible debt 106 81 —
Deferred taxes — — (2,755 )
Foreign exchange (gain) loss 41 (247 ) 183
Other gains — (587 ) —
Share-based compensation 1,471 1,049 2,506
(12,420 ) (7,833 ) (20,928 )
Change in non-cash working capital items:
Receivables (2 ) 8 25
Prepaid expenses (43 ) (63 ) (39 )
Accounts payable and accrued liabilities 1,794 (3,086 ) 3,625
Net cash used in operating activities (10,671 ) (10,974 ) (17,317 )

CASH FLOWS FROM INVESTING ACTIVITIES
Deposits 9 — (14 )
Acquisition of equipment — (4 ) (27 )
Net cash used in investing activities 9 (4 ) (41 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 5,673 9,993 13,979
Share issue costs (52 ) (151 ) (521 )
Issuance of convertible debt, net of issuance costs 1,000 5,060 —
Related party debt draws 175 600 1,500
Related party debt repayment — (1,100 ) —
Net cash provided by financing activities 6,796 14,402 14,958
Exchange rate effect on cash, cash equivalents and restricted cash (43 ) 235 345
Change in cash, cash equivalents and restricted cash during period (3,909 ) 3,659 (2,055 )
Cash, cash equivalents and restricted cash, beginning of period 4,412 753 2,808

Cash, cash equivalents and restricted cash, end of period $ 503 $ 4,412 $ 753

Supplemental cash flow information:
Amounts paid for interest $ 135 $ 144 $ —
Amounts paid for income taxes $ — $ — $ —
Non-cash financing transaction (Lind conversions) $ 4,103 $ 638 $ —
~~The accompanying notes are an integral part of these consolidated financial statements~~

~~NioCorp Developments Ltd.~~
~~Consolidated Statements of Shareholders’ Equity~~
(expressed in thousands of U.S. dollars, except share and per share data)
Common Shares Outstanding Common Stock Additional paid-in capital Deficit Accumulated other comprehensive income Total
Balance, July 1, 2014 122,884,716 $ 33,667 $ 2,933 $ (25,699 ) $ (83 ) $ 10,818

Private placement - November 2014 19,245,813 8,846 — — — 8,846
Private placement - March 2015 2,914,000 1,722 — — — 1,722
Issue costs — (708 ) 187 — — (521 )
Exercise of warrants 5,125,805 2,368 — — — 2,368
Exercise of options 6,250,000 1,042 — — — 1,042
Fair value of stock options exercised — 680 (680 ) — — —
Fair value of warrants granted to
ThyssenKrupp — — 1,854 — — 1,854
Fair value of warrants for financial
services agreement — — 268 — — 268
Fair value of warrants for
sponsorship agreement — — 99 — — 99
Share-based payments — — 2,589 — — 2,589
Reporting currency translation — — — — (959 ) (959 )
Loss for the year — — — (23,115 ) — (23,115 )
Balance, June 30, 2015 156,420,334 $ 47,617 $ 7,250 $ (48,814 ) $ (1,042 ) $ 5,011
Exercise of warrants 12,549,309 5,838 — — — 5,838
Exercise of options 1,415,000 405 — — — 405
Fair value of broker warrants granted — — 15 — — 15
Fair value of Lind Warrants granted — — 620 — — 620
Private placement - January 2016 9,074,835 3,750 — — — 3,750
Debt conversions 1,008,512 638 638
Share issuance costs — (151 ) — — — (151 )
Fair value of stock options exercised — 304 (304 ) — — —
Share-based payments — — 1,049 — — 1,049
Reporting currency translation — — — — 427 427
Loss for the year — — — (11,408 ) — (11,408 )
Balance, June 30, 2016 180,467,990 $ 58,401 $ 8,630 $ (60,222 ) $ (615 ) $ 6,194
Exercise of warrants 3,447,137 1,675 — — — 1,675
Exercise of options 150,000 70 — — — 70
Fair value of broker warrants granted — — 20 — — 20
Fair value of Lind Warrants granted — — 233 — — 233
Private placement – February 2017 7,364,789 3,927 — — — 3,927
Debt conversions 7,346,421 4,103 — — — 4,103
Share issuance costs — (181 ) — — — (181 )
Fair value of stock options exercised — 34 (34 ) — — —
Share-based payments — — 1,471 — — 1,471
Reporting currency translation — — — — 9 9
Loss for the year — — — (14,630 ) — (14,630 )
Balance, June 30, 2017 198,776,337 $ 68,029 $ 10,320 $ (74,852 ) $ (606 ) $ 2,891
~~The accompanying notes are an integral part of these consolidated financial statements~~

50 Consolidated Statement of Operations and Comprehensive Loss
For the Year Ended June 30, 2021
Schedule of Operations and Comprehensive Loss
As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 1,655 $ - $ 1,655
Professional fees 386 - 386
Exploration expenditures 1,056 - 1,056
Other operating expenses 995 - 995
Total operating expenses 4,092 - 4,092
Change in financial instrument fair value (32 ) - (32 )
Other income (208 ) - (208 )
Loss on debt extinguishment 163 - 163
Foreign exchange gain (729 ) 4 (725 )
Interest expense 1,113 430 1,543
Gain on equity securities (9 ) - (9 )
Loss before income taxes 4,390 434 4,824
Income tax benefit - - -
Net loss $ 4,390 $ 434 $ 4,824

Other comprehensive loss:
Net loss $ 4,390 $ 434 $ 4,824
Other comprehensive (gain) loss:
Reporting currency translation 788 16 804
Total comprehensive loss $ 5,178 $ 450 $ 5,628

Loss per common share, basic and diluted $ 0.02 $ - $ 0.02

Weighted average common shares outstanding 241,967,116 - 241,967,116

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Cash Flows
For the Year Ended June 30, 2021
Schedule of Consolidated Statement of Cash Flows
As Previously Reported Restatement Impacts Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (4,390 ) $ (434 ) $ (4,824 )
Adjustments for:
Noncash lease activity 30 - 30
Change in financial instrument fair value (32 ) - (32 )
Unrealized gain on equity securities (9 ) - (9 )
Accretion of convertible debt 670 430 1,100
Foreign exchange loss (gain) (665 ) 4 (661 )
Gain on debt forgiveness (196 ) - (196 )
Loss on debt extinguishment 163 - 163
Share-based compensation 797 - 797
Total (3,632 ) - (3,632 )
Change in working capital items:
Prepaid expenses 9 - 9
Accounts payable and accrued liabilities (1,103 ) - (1,103 )
Net cash used in operating activities (4,726 ) - (4,726 )

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral rights (5,468 ) - (5,468 )
Acquisition of land and buildings (837 ) - (837 )
Net cash used in investing activities (6,305 ) - (6,305 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 10,677 - 10,677
Share issue costs (174 ) - (174 )
Issuance of convertible debt, net of costs 9,477 - 9,477
Loan repayments (406 ) - (406 )
Related party debt draws - - -
Related party debt repayments (1,500 ) - (1,500 )
Long term debt funding - - -
Net cash provided by financing activities 18,074 - 18,074
Exchange rate effect on cash and cash equivalents (33 ) - (33 )
Change in cash and cash equivalents during period 7,010 - 7,010
Cash and cash equivalents, beginning of period 307 - 307
Cash and cash equivalents, end of period $ 7,317 $ - $ 7,317

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Shareholders’ Equity
For the Year Ended June 30, 2021
Schedule of Consolidated Statement of Shareholders’ Equity

Common
Stock
Outstanding

Common
Stock
Deficit
Accumulated
other
comprehensive
income
Total
As Previously Reported
Balance, June 30, 2020 235,925,684 $ 97,682 $ (94,686 ) $ (355 ) $ 2,641
Exercise of warrants 9,106,283 5,338 - - 5,338
Exercise of options 2,952,296 215 - - 215
Fair value of warrants granted - 1,795 - - 1,795
Private placement – May 2021 4,334,157 5,124 - - 5,124
Debt conversions 4,061,511 3,106 - - 3,106
Share issuance costs - (175 ) - - (175 )
Share-based compensation - 797 - - 797
Reporting currency presentation - - - (788 ) (788 )
Loss for the year - - (4,390 ) - (4,390 )
Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,076 ) $ (1,143 ) $ 13,663
Restatement Impacts

Balance, June 30, 2020 - $ - $ - $ - $ -
Reporting currency presentation - - - (16 ) (16 )
Loss for the year - - (434 ) - (434 )
Balance, June 30, 2021 - $ - $ (434 ) $ (16 ) $ (450 )
Restated

Balance, June 30, 2020 235,925,684 $ 97,682 $ (94,686 ) $ (355 ) $ 2,641
Exercise of warrants 9,106,283 5,338 - - 5,338
Exercise of options 2,952,296 215 - - 215
Fair value of warrants granted - 1,795 - - 1,795
Private placement – May 2021 4,334,157 5,124 - - 5,124
Debt conversions 4,061,511 3,106 - - 3,106
Share issuance costs - (175 ) - - (175 )
Share-based compensation - 797 - - 797
Reporting currency presentation - - - (804 ) (804 )
Loss for the year - - (4,824 ) - (4,824 )
Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,510 ) $ (1,159 ) $ 13,213

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Balance Sheet
As of June 30, 2022
Schedule of Consolidated Balance Sheet
As Previously Reported Restatement Impacts Restated
ASSETS
Current
Cash $ 5,280 $ - $ 5,280
Prepaid expenses and other 402 - 402
Total current assets 5,682 - 5,682
Non-current
Deposits 35 - 35
Investment in equity securities 10 - 10
Right-of-use assets 94 - 94
Land and buildings, net 850 - 850
Mineral properties 16,085 - 16,085
Total assets $ 22,756 $ - $ 22,756

LIABILITIES
Current
Accounts payable and accrued liabilities $ 817 $ - $ 817
Related party loan 2,000 - 2,000
Convertible debt, current portion 796 1,373 2,169
Operating lease liability 82 82
Total current liabilities 3,695 1,373 5,068
Non-current
Convertible debt, net of current - - -
Operating lease liability 23 - 23
Total liabilities 3,718 1,373 5,091
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock, no par value, unlimited shares authorized; shares outstanding:276,670,606 at June 30, 2022 and 256,379,931 at June 30, 2021 129,055 - 129,055
Accumulated deficit (109,005 ) (1,392 ) (110,397 )
Accumulated other comprehensive loss (1,012 ) 19 (993 )
Total shareholders’ equity 19,038 (1,373 ) 17,665
Total liabilities and equity $ 22,756 $ - $ 22,756

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Operations and Comprehensive Loss
For the Year Ended June 30, 2022
Schedule of Operations and Comprehensive Loss

As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 2,150 $ - $ 2,150
Professional fees 684 - 684
Exploration expenditures 3,309 - 3,309
Other operating expenses 1,653 - 1,653
Total operating expenses 7,796 - 7,796
Change in financial instrument fair value - - -
Other income - - -
Loss on debt extinguishment - - -
Foreign exchange loss 221 37 258
Interest expense 1,906 921 2,827
Loss on equity securities 6 - 6
Loss before income taxes 9,929 958 10,887
Income tax benefit - - -
Net loss $ 9,929 $ 958 $ 10,887

Other comprehensive loss:
Net loss $ 9,929 $ 958 $ 10,887
Other comprehensive gain:
Reporting currency translation (131 ) (35 ) (166 )
Total comprehensive loss $ 9,798 $ 923 $ 10,721

Loss per common share, basic and diluted $ 0.04 $ - $ 0.04

Weighted average common shares outstanding 263,737,227 - 263,737,227

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Cash Flows
For the Year Ended June 30, 2022
Schedule Of Cash Flow
As Previously Reported Restatement Impacts Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (9,929 ) $ (958 ) $ (10,887 )
Adjustments for: -
Noncash lease activity (7 ) - (7 )
Change in financial instrument fair value - - -
Depreciation 3 - 3
Unrealized loss (gain) on equity securities 6 - 6
Accretion of convertible debt 1,696 921 2,617
Foreign exchange loss (gain) 294 37 331
Gain on debt forgiveness - - -
Loss on debt extinguishment - - -
Share-based compensation 1,745 - 1,745
Total (6,192 ) - (6,192 )
Change in working capital items:
Prepaid expenses (377 ) - (377 )
Accounts payable and accrued liabilities 419 - 419
Net cash used in operating activities (6,150 ) - (6,150 )

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral rights - - -
Acquisition of land and buildings (16 ) - (16 )
Net cash used in investing activities (16 ) - (16 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 4,737 - 4,737
Share issue costs (118 ) - (118 )
Issuance of convertible debt, net of costs - - -
Loan repayments - - -
Related party debt draws - - -
Related party debt repayments (318 ) - (318 )
Long term debt funding - - -
Net cash provided by financing activities 4,301 - 4,301
Exchange rate effect on cash and cash equivalents (172 ) - (172 )
Change in cash and cash equivalents during period (2,037 ) - (2,037 )
Cash and cash equivalents, beginning of period 7,317 - 7,317
Cash and cash equivalents, end of period $ 5,280 $ - $ 5,280

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Shareholders’ Equity
For the Year Ended June 30, 2022
Schedule Of Shareholders’ Equity
Common Stock Outstanding Common Stock Deficit Accumulated other comprehensive income Total
As Previously Reported
Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,076 ) $ (1,143 ) $ 13,663
Exercise of warrants 871,750 543 - - 543
Exercise of options 2,051,533 483 - - 483
Fair value of warrants granted - 14 - - 14
Private placement – June 2022 4,981,035 3,711 - - 3,711
Debt conversions 12,386,357 8,807 - - 8,807
Share issuance costs - (130 ) - - (130 )
Share-based compensation - 1,745 - - 1,745
Reporting currency presentation - - - 131 131
Loss for the year - - (9,929 ) - (9,929 )
Balance, June 30, 2022 276,670,606 $ 129,055 $ (109,005 ) $ (1,012 ) $ 19,038
Restatement Impacts 1. ~~DESCRIPTION OF BUSINESS~~

Balance, June 30, 2021 - $ - $ (434 ) $ (16 ) $ (450 )
Reporting currency presentation - - - 35 35
Loss for the year - - (958 ) - (958 )
Balance, June 30, 2022 - $ - $ (1,392 ) $ 19 $ (1,373 )
Restated

Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,510 ) $ (1,159 ) $ 13,213
Exercise of warrants 871,750 543 - - 543
Exercise of options 2,051,533 483 - - 483
Fair value of warrants granted - 14 - - 14
Private placement – June 2022 4,981,035 3,711 - - 3,711
Debt conversions 12,386,357 8,807 - - 8,807
Share issuance costs - (130 ) - - (130 )
Share-based compensation - 1,745 - - 1,745
Reporting currency presentation - - - 166 166
Loss for the year - - (10,887 ) - (10,887 )
Balance, June 30, 2022 276,670,606 $ 129,055 $ (110,397 ) $ (993 ) $ 17,665

3. NioCorp Developments Ltd. (the “Company”) 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.
These consolidated financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.
The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project. The Company’s ability to continue as a going concern is uncertain and 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 generally accepted accounting principles of the United States of America (“US GAAP”). Certain transactions include reference to Canadian dollars (“C$”) where applicable.
These consolidated financial statements have been prepared in conformity with generally accepted accounting principles of the U.S. (“U.S. GAAP”). Certain transactions include reference to Canadian dollars (“C$”) 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.~~

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)

Country of
incorporation Ownership at June 30,
2017 2016
0896800 BC Ltd. Canada 100% 100%
Elk Creek Resources Corp. USA 100% 100%
Silver Mountain Mines Corp. USA 100% 100%
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.
Schedule of intercompany transactions and balances
Country of incorporation Ownership at June 30,
2022 2021
0896800 BC Ltd. (“0896800”) Canada 100% 100%
Elk Creek Resources Corp. (“ECRC”) USA 100% 100%

b) Use of Estimates
The preparation of consolidated financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations 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.
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 financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations 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.

3.4. SIGNIFICANT ACCOUNTING POLICIES

a) ~~Exploration~~Development Stage ~~Enterprise~~
The Company is in the exploration stage of operation and 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.Issuer

~~NioCorp Developments Ltd.~~ 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.
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~

b) Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90 days or less, and money market funds. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
As of June 30,
2017 2016
Cash and cash equivalents $ 238 $ 4,412
Restricted cash 265 —
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 503 $ 4,412
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.

Restricted cash represents amounts held in escrow to secure payment of work related to the Company’s Elk Creek Project feasibility study. Under the terms of the escrow agreement, the balance of $265 will be drawn against outstanding accounts payable once certain project milestones are met.

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 functional currency of the Company is the Canadian Dollar. Effective July 1, 2015, the Corporation changed the functional currency for Elk Creek Resources Corp., a wholly-owned subsidiary, from the Canadian Dollar to the U.S. Dollar. This change was made as a greater percentage of expenditures for technical and administrative services, and raised financings are denominated in U.S. Dollars. No other entities in the Group were affected by this change in functional currency. This change in judgment has been accounted for prospectively in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 830.
~~The reporting currency for these consolidated financial statements is U.S. Dollars.~~
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 functional currency of the Company is the Canadian dollar and the functional currency for Elk Creek Resources Corp., a wholly owned subsidiary, is the U.S. dollar.

The reporting currency for these consolidated financial statements is U.S. dollars.
Transactions in foreign currency
Transactions made in a currency other than ~~Canadian Dollars~~the functional currency are ~~translated~~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 ~~translated~~remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are ~~translated~~remeasured at historical rates. ~~Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions.~~ Foreign currency translation gains and losses ~~arising from translation~~ are included in profit or loss.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Translation to reporting currency
The results and financial position of entities that have a functional currency different from the reporting currency are translated into the reporting currency as follows:
● Assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting date.
● Income and expenses for each statement of income are translated at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions.
● All resulting exchange differences are recognized in other comprehensive income.

d) ~~Available for Sale Securities~~
~~Available for sale securities are recorded at fair value through the statement of operations pursuant to the fair value option permitted by ASC 825, Financial Instruments.~~

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
e)d) ~~Equipment~~
Equipment is stated at cost less accumulated depreciation. The residual value, useful life and depreciation method are evaluated every reporting period and changes to the residual value, estimated useful life or depreciation method resulting from such review are accounted for prospectively. Depreciation is provided for using the straight line basis at the following rates per annum:
~~Computer equipment~~ ~~three years~~
~~Furniture and equipment~~ ~~five years~~Mineral Properties
f) ~~Mineral Properties~~
Mineral 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~~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 ~~SEC Industry Guide 7,~~S-K 1300, and the Board of Directors has approved the commencement of formal development activities, development costs related to such reserves and incurred after such ~~determination~~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, 2022 or 2021, respectively.
g)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, 2022 or 2021, respectively.
71
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)

h)f) ~~Financial Instruments~~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) Financial Instruments
The Company’s financial instruments consist of cash, receivables, ~~available for sale~~equity securities, accounts payable and accrued liabilities, 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.

i)h) Concentration of Credit Risk
The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds ~~invests~~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.

j)i) 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 ~~$83~~$48 as an accrued liability related to estimated obligations as of June 30, ~~2017 (2016~~2022 (2021 - ~~$83)~~$48).
Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the ~~early stage~~early-stage nature of the ~~project,~~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 in the period an estimate is revised.

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
k)j) Income Taxes
Income 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, 2022 and 2021, 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.
72
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)

l)k) Basic and Diluted Per Share Disclosure
Basic ~~earnings (loss)~~net loss per share is computed by dividing net ~~income (loss)~~loss by the weighted average number of ~~common shares outstanding. In computing diluted earnings~~Common Shares outstanding during the period. Diluted net loss per share is computed by dividing the ~~weighted average~~net loss by the weighted-average number of ~~shares~~Common Share equivalents outstanding ~~is adjusted~~for the period determined using the treasury stock method or the if-converted method, as applicable. For purposes of this calculation, options to ~~reflect the effect of potentially dilutive securities. Potentially dilutive shares, such as stock options~~purchase Common Shares (“Options”) and warrants to purchase Common Shares (“Warrants”) are considered to be Common Share equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. 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 ~~calculation when their inclusion would be anti-dilutive, such~~dilutive securities computation for the years ended June 30, 2022, 2021, and 2020, as ~~when~~indicated below.
Schedule of excluded from the ~~exercise price of the instrument exceeds the fair market value of the Company’s common stock and when a net loss is reported. The~~ dilutive ~~effect of convertible debt~~ securities is reflected in the diluted earnings (loss) per share calculation using the if-converted method. Conversion of the debt securities is not assumed for purposes of calculating diluted earnings (loss) per share if the effect is anti-dilutive.

As of June 30,
Excluded potentially dilutive securities ⁽¹⁾: 2022 2021 2020
Options 14,464,000 15,965,000 19,129,409
Warrants 18,516,253 14,341,868 12,376,451
Convertible debt 4,152,000 14,557,000 1,144,773
Total potential dilutive securities 37,132,253 44,863,868 32,650,633

(1) m)
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.
~~Stock~~l) Share Based Compensation
The Company grants stock options to directors, officers, and employees. Option terms and vesting conditions are at the discretion of the Board of Directors. The option exercise price is equal to the closing market price on the Toronto Stock Exchange on the ~~Toronto Stock Exchange on the~~ day preceding the date of grant.
The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company ~~estimates~~recognizes forfeitures ~~of stock-based awards based on historical data and periodically adjusts the forfeiture rate. The adjustment of the forfeiture rate is recorded~~ as ~~a cumulative adjustment in the period the forfeiture estimate is changed.~~ they occur.

n)m) Recent Accounting Standards
Issued and Adopted
In ~~November 2016,~~December 2019, the ~~FASB~~Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ~~2016-18, Statement of Cash Flows~~2019-12, “Income Taxes (Topic ~~230), Restricted Cash. The standard provides guidance on~~740): Simplifying the ~~presentation of restricted cash and restricted cash equivalents~~Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions to the general principles in the statement of cash flows. Restricted cash and restricted cash equivalents should now be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The amendments of thisASC Topic 740. ASU ~~are~~2019-12 is effective for ~~reporting periods~~public entities for fiscal years beginning after December 15, ~~2017,~~2020, with early adoption permitted. ~~We have~~The Company adopted ASU 2019-12 on July 1, 2021, with no material effect on the ~~guidance for the year ended June 30, 2017~~Company’ s current financial position, results of operations or financial statement disclosures.
Issued and have applied this amended accounting guidance to the Statements of Consolidated Cash Flows for all periods presented. The adoption of ASU 2016-15 did not have an impact on prior results reported in the Consolidated Statements of Cash Flows.Not Effective
In August ~~2016,~~2020, the FASB issued ASU ~~2016-15, Statement~~No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”), which simplifies the accounting for convertible instruments. ASU 2020-06 removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of ~~Cash Flows (Topic 230) Classification~~transition or a fully retrospective method of ~~Certain Cash Receipts and Cash Payments. The new standard addresses eight specific changes to how cash receipts and cash payments are presented and classified in~~transition is permissible for the ~~statement~~adoption of ~~cash flows. The guidance~~this standard. ASU 2020-06 is effective for ~~interim and annual reporting periods~~fiscal years beginning after December 15, ~~2017,~~2021, including interim periods within those fiscal years. The Company will adopt ASU 2020-06 on July 1, 2022, and ~~early~~does not expect this adoption ~~is permitted. We~~will not have ~~adopted~~any effect on the ~~guidance for the year ended June 30, 2017 and have applied this amended accounting guidance. The adoption~~Company’ s current financial position, results of ~~this ASU had no impacts on our~~operations or financial statement disclosures.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. We have adopted the guidance for the year ended June 30, 2017. The adoption of this ASU did not impact our disclosures in 2017.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

~~Issued and Not Effective~~
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.

5. GOING CONCERN ISSUES
The Company incurred a loss of $10,887 for the year ended June 30, 2022 (2021- $4,824 and 2020 - $4,001) and had an accumulated deficit of $110,397 as of June 30, 2022. 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, 2022, the Company had cash of $5,280 which may not be sufficient to fund normal operations for the next twelve months without deferring payment on certain liabilities or raising additional funds. In ~~January 2017,~~addition, the ~~FASB~~Company will be required to raise additional funds for construction and commencement of operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue operations and fund its expenditures, which have historically averaged approximately $1,160 per quarter, is dependent on management’s ability to secure additional financing. Management is actively pursuing 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. The Company did not have any further funding commitments or arrangements for additional financing as of June 30, 2022. These consolidated financial statements do not give effect to any adjustments required to realize the Company’s assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.
Since March 2020, several measures have been implemented in the United States, Canada, and the rest of the world in response to the increased impact from the novel coronavirus (“COVID-19”) pandemic and subsequent COVID-19 variants. In addition, recent worldwide events have created general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions, increased interest rates, and the potential for geographic recessions. We believe this could have an adverse impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year. The full extent to which the COVID-19 pandemic and our precautionary measures may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time.
6. MINERAL PROPERTIES
During the year ended June 30, 2011, the Company completed the acquisition of the Elk Creek property through a share exchange agreement with 0859404 BC Ltd, a Canadian company, which owned all the issued~~ASU No. 2017-01, Business Combinations (Topic 805): Clarifying~~ and outstanding shares of ECRC. The Company issued 18,990,539 Common Shares to acquire all of the ~~Definition~~issued and outstanding shares of 0859404 BC Ltd. and issued 1,034,348 Common Shares as a ~~Business~~.finder’s fee with respect to the acquisition. The ~~update clarifies~~transaction did not meet the definition of a business ~~with the objective of adding guidance to assist entities with evaluating whether transactions should be~~acquisition, as set forth in ASC 805, “Business Combinations,” and therefore was accounted for as ~~acquisitions (or disposals)~~a purchase of ~~assets or businesses.~~assets. The ~~update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply~~acquisition price was based on the ~~provisions~~market value of the ~~update to potential future acquisitions occurring after the effective date.~~
~~In February 2016, the FASB issued~~~~ASU 2016-02, Leases~~~~. The standard requires that a lessee recognize~~Company’s Common Shares on the ~~balance sheet assets~~closing date and ~~liabilities for leases~~total consideration given was C$13,246, including associated deferred tax impacts of C$4,736.
On April 23, 2021, ECRC formally closed the purchase of two parcels of land and associated buildings and mineral rights in Johnson County, Nebraska, associated with ~~lease~~the Elk Creek Project, pursuant to an Amended and Restated Option to Purchase, dated as of April 29, 2020 (the “Option Agreement”). Pursuant to the terms of ~~more than 12 months.~~the Option Agreement, the Owner sold, transferred, conveyed and assigned all of her rights, privileges, title and interest in and to the real property to ECRC, including any associated mineral rights. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from the previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures.
~~In March 2016, the FASB issued the~~~~ASU 2016-09, Improvements to Employee Share-Based Payment Accounting~~. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and allowsOption Agreement provided for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted for any entity in any interim or annual period. The Company is currently evaluatingpurchase price calculated based on the ~~expected impact that~~appraised value per acre of the ~~standard could have on its financial statements and related disclosures.~~
~~Other recent accounting pronouncements issued by~~parcels of land, the ~~FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants,~~mineral rights and the ~~Securities and Exchange Commission did not or are not believed by management to have a material impact~~structures erected on the ~~Company’s present or future consolidated financial statements.~~land. The purchase price was approximately $6,300, including indirect costs of $57. Of this amount, $837 was allocated to land and buildings and the remaining $5,468 was allocated to mineral properties as costs related to mineral rights acquisition.
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4. ~~GOING CONCERN ISSUES~~
The Company incurred a loss of $14,630 for the year ended June 30, 2017 (2016 - $11,408 and 2015 - $23,115), and has a working capital deficit and accumulated deficit of $5,827 and $74,852, respectively, as of June 30, 2017. These factors indicate the existence of a material uncertainty that raises substantial doubt about the Company’s ability to continue as a going concern.
The Company’s ability to continue operations and fund its expenditures is dependent on Management’s ability to secure additional financing. Management is actively pursuing such 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. These consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)
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.

5.7. ~~MINERAL INTERESTS~~LAND AND BUILDINGS, NET
Schedule of properties
As of June 30,
2022 2021

Cost

Accumulated
Depreciation

Net

Cost

Accumulated
Depreciation

Net

Land $ 811 $ - $ 811 $ 811 $ - $ 811
Buildings and other 45 6 39 29 3 26
$ 856 $ 6 $ 850 $ 840 $ 3 $ 837

8. During the year ended June 30, 2011, the Company completed the acquisition of the Elk Creek property through a share exchange agreement with 0859404 BC Ltd, a Canadian company, which owned all the issued and outstanding shares of Elk Creek Resources Corp. (“Elk Creek”). The Company issued 18,990,539 Common Shares to acquire all of the issued and outstanding shares of 0859404 BC Ltd. and issued 1,034,348 Common Shares as a finder’s fee with respect to the acquisition. The transaction did not meet the definition of a business acquisition, as set forth in ASC 805, and therefore was accounted for as a purchase of assets. The acquisition price was based on the market value of the Company’s Common Shares on the closing date and total consideration given was C$13,246, including associated deferred tax impacts of C$4,736.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Schedule of account payable and accrued liabilities

As of June 30,
2022 2021
Accounts payable, trade $ 115 $ 163
Trade payable accruals 654 157
Environmental accruals 48 48
Interest payable to related party (see Note 11) - 40
Total accounts payable and accrued liabilities $ 817 $ 408

9. The property interests of Elk Creek consist of a number of prepaid five-year mineral exploration lease agreements, and include a pre-determined buyout for permanent ownership of the mineral rights. During the year ended June 30, 2015, the Company executed 5-year extensions to all landholder agreements covering 100% of the mineralized materials at the Elk Creek Project. Terms of the agreements require no further significant payments, and the Company may negotiate lease extensions or elect to buyout the mineral rights at any time. Certain agreements also contain provisions to purchase surface rights, and several contain provisions whereby the landowners would retain a 2% NSR.CONVERTIBLE DEBT
Schedule of convertible debt
As of June 30,
2022 2021
(As Restated)^(a)
Current Portion:
Lind III convertible security $ 2,169 $ -
Nordmin note - 1,123
Total current portion $ 2,169 $ 1,123
Noncurrent Portion:
Lind III convertible security $ - $ 7,234

6.(a) ~~FLOW THROUGH LIABILITIES~~Amounts are restated. See Note 2 for more information.

The Company issued 8,337,000 Common Shares to Canadian investors on a flow-through basis for gross proceeds of C$2,501 in November 2010. The Company was required to incur eligible flow-through expenditures up to November 2011. The Company was short by approximately C$1,470 in meeting this requirement. Under the subscription agreement with the Canadian investors, the Company had an obligation to indemnify the subscriber for any taxes that may arise from the Company failing to meet the flow-through expenditure requirements. The Company did not receive any claims through April 30, 2016 against this accrual, and the accrual was reversed on April 30, 2016 and the Company recorded a corresponding gain of $587 in ‘other gains’. Any claims after May 1, 2016 will be evaluated through the statute of limitations of the Canada Revenue Agency and expensed as incurred.
Lind III Convertible Security
On February 19, 2021, the Company issued to Lind III, an entity managed by The Lind Partners, the Lind III Convertible Security pursuant to the Lind III Agreement, between the Company and Lind III. The Lind III Convertible Security has a face value of $11,700 (representing $10,000 in funding plus an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security). After deducting a $350 commitment fee as set forth in the Lind III Agreement, NioCorp received net proceeds of $9,650 from the funding of the Lind III Convertible Security. As further discussed in Note 6, on April 23, 2021, the Company used a portion of the proceeds from the funding of the Lind III Convertible Security to purchase a key land parcel associated with the Company’s Elk Creek Project, with the remainder to be spent for general corporate purposes.
The Lind III Convertible Security has a term of (i) 24 months or (ii) 30 calendar days after the date on which the face value of the Lind III Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable premium) in accordance with the terms of the Lind III Agreement, whichever is earlier. The Lind III Convertible Security constitutes the direct, general and unconditional obligation of the Company and ranks pari-passu with the Company’s other indebtedness. The Lind III Convertible Security is guaranteed on a secured basis by 0896800 and ECRC.
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7. ~~CONVERTIBLE DEBT~~
As of June 30,
2017 2016
Convertible security, current portion $ 2,161 $ —

Convertible notes 592 475
Convertible security 1,304 5,991
Total convertible debt, net of current portion $ 1,896 $ 6,466
~~Convertible Notes~~
The Company completed a non-brokered private placement of unsecured convertible promissory notes (the “Notes”), for gross proceeds of $800 (the “Private Placement”) in October 2015. The Notes bear interest at a rate of 8%, payable quarterly in arrears, are non-transferable and have a term of three years from the date of issue. Principal under the Notes is convertible by lenders at any time into, and payable by the Company in, common shares of the Company at a conversion price of C$0.97 per common share, calculated on conversion or repayment using the then-current Bank of Canada noon exchange rate. Accrued but unpaid interest on the Notes will be convertible by lenders into, and payable by the Company in, common shares at a price per common share equal to the most recent closing price of the Company’s common shares prior to the delivery to the Company of a request to convert interest, or the due date of interest, as applicable, calculated using the then-current Bank of Canada noon exchange rate. Interest, when due, is payable either in cash or Shares, at the election of the Company.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

The conversion feature of the debentures meets the definition of a derivative liability instrument because the conversion feature is denominated in a currency other than the Company’s Canadian dollar functional currency and the conversion rate is variable and therefore does not meet the “fixed-for-fixed” criteria outlined in ASC 815-40-15. As a result, the conversion feature of the debentures is required to be recorded as a derivative liability recorded at fair value and marked-to-market each period with the changes in fair value each period being charged or credited to income.
The Lind III Convertible Security is secured by all of the assets and property of the Company and 0896800, including all of the issued and outstanding shares of 0896800 pledged by the Company and all of the issued and outstanding shares of ECRC pledged by 0896800, and certain real property and fixtures of ECRC. The liens securing the Lind III Convertible Security rank pari-passu with the liens securing a non-revolving credit facility (the “Smith Credit Agreement”) with a limit of $3,500 with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of NioCorp, pursuant to a Credit Facility Agreement, dated January 16, 2017, between the Company and Mr. Smith, as amended from time to time. The liens securing the Lind III Convertible Security rank senior to the liens securing the Smith Credit Agreement on any amount that is owed by the Company to Mr. Smith in excess of $4,000.
Pursuant to the Lind III Agreement, Lind III is 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 Toronto Stock Exchange (“TSX”) for the five trading days immediately preceding to the date on which Lind III provides notice to the Company of its election to convert. The Lind III Agreement provides that Common Shares issuable upon conversion, together with the number of Common Shares issued upon exercise of Warrants, shall not exceed 43,588,000 Common Shares. Subject to certain exceptions, the Lind III Agreement contains restrictions on how much of the Lind III Convertible Security may be converted in any particular month. The Lind III Agreement also provides NioCorp with the option to buy back the remaining face amount of the Lind III Convertible Security in cash at any time; provided that, if the Company exercises such option, Lind III will have the option to convert up to 33.33% of the remaining face amount into Common Shares at the price described above. In addition, Lind III is entitled to accelerate its conversion right to the full amount of the face value of the Lind III Convertible Security or demand repayment thereof in cash upon the occurrence of an event of default and other designated events described in the Lind III Agreement.
On February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 8,558,000 Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025 (the “Lind III Warrants”), to Lind III pursuant to the Lind 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, 2022.
The Company allocated the net proceeds of $9,477 from the Lind III Convertible Security as follows:
● ~~The following table discloses~~$1,712 was allocated to Common Stock, representing the ~~components associated with this transaction on the closing date:~~
Convertible Notes
Face value of Notes on closing $ 800
Less:
Transaction costs (47 )
Conversion component (360 )
Convertible notes, opening balance $ 393
~~The Company incurred transaction costs of $47, which have been added to the carrying amount of the financial liability and are amortized as part of the effective interest rate.~~
~~Changes in the Notes balance are comprised of the following:~~
Convertible Notes
Notes, balance on closing $ 393
Accreted interest, net of interest paid 82
Balance, June 30, 2016 475
Accreted interest, net of interest paid 117
Balance, June 30, 2017 $ 592
~~The changes in the derivative liability related to the conversion feature are as follows:~~
Derivative Liability
Opening balance $ 360
Change in fair value of derivative liability (30 )
Balance, June 30, 2016 330
Change in fair value of derivative liability (248 )
Balance, June 30, 2017 $ 82
~~Lind Partners Convertible Security Funding~~
On December 22, 2015, the Company closed a definitive convertible security funding agreement (the “Lind Agreement”) with Lind Asset Management IV, LLC (“Lind”). The Lind Agreement includes a $4,500 principal amount, 10% secured convertible security (the “Convertible Security”) and 3,125,000 transferable Common Share purchase warrants (the “Lind Warrants”). The Convertible Security has a term of two years from its date of issuance, and interest is prepaid and added to its principal amount; accordingly, the initial face value of the Convertible Security is $5,400, and the yield of the Convertible Security (if held, unconverted, to maturity) will be 10% per annum, or $900. Each Lind Warrant has a term of three years from its date of issuance and will entitle the holder to purchase one additional Common Share (a “Lind Warrant Share”) at a price of C$0.72 on or before December 22, 2018. Lind can increase the funding under the Convertible Security by an additional $1,000 during its two-year term. Further, provided certain conditions are met, the Company will have the right to call an additional $1,000 under the funding agreement (a “First Tranche Increase”).
The Convertible Security is convertible into common shares of the Company at a conversion price equal to 85% of the volume weighted average trading price of the common shares (in Canadian dollars) for the five consecutive trading days immediately prior to the date on which the Investor provides the Company with notice of its intention to convert an amount of the Convertible Security from time to time. The issuance of the Convertible Security and the Lind Warrants was completed on a non-brokered private placement basis.

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
The Company has elected to account for the Convertible Security at fair value. Transaction costs of $214, including a 3% closing fee paid to Lind of $135, were expensed at closing. In addition, the Company recognized $620 in change in financial instrument fair value in the consolidated statement of operations related to fair value of the Lind III Warrants ~~at closing. The fair value of the Lind Warrants was estimated~~ based on the Black Scholes pricing model using a risk-free interest rate of ~~1.30%~~0.40%, an expected dividend yield of 0%0%, a volatility of ~~86.58%~~51.60%, and an expected life of ~~3.0~~4.0 years.
~~On March 20, 2017,~~
● $7,938 was allocated to the ~~Company and Lind entered into an amendment~~convertible debt liability. Transaction costs of $173, in addition to ~~extend~~a commitment fee of $350, were recognized as a direct deduction from the ~~term~~debt liability, resulting a net opening balance of ~~the Convertible Security from 24 months~~$7,765. This balance will be accreted up to ~~30 months, such that the due date has been extended to June 22, 2018.~~
~~Changes in the Convertible Security balance are comprised of the following:~~
Convertible Security
Opening balance $ 4,500
Conversions, at fair value (638 )
Change in fair market value 2,129
Balance, June 30, 2016 $ 5,991
Conversions, at fair value (4,103 )
Change in fair market value 273
Balance, June 30, 2017 $ 2,161
On February 14, 2017, upon satisfaction of the conditions for the First Tranche Increase, the Company provided notice to Lind to demand the advancement of an additional $1,000 in funding under the Convertible Security pursuant to its right to call. This amount was funded by Lind on March 31, 2017, resulting in an increase in the face amount of the Convertible Security of $1,200 ($1,000 in funding and $200 in implied interest). The maturity date of the First Tranche increase is March 31, 2019. Consistent with the accounting method utilized for the original Convertible Security drawdowns, the First Tranche Increase has been accounted for at fair value.
In connection with the First Tranche Increase closing, the Company issued Lind 890,670 Common Share purchase warrants of the Company (the “First Tranche Warrants”). The First Tranche Warrants have a term of 36 months from issuance, and an exercise price $C0.90. The fair value of the ~~First Tranche Warrants was estimated based on~~Lind III Convertible Security at maturity using the ~~Black Scholes pricing model using a risk-free~~effective interest ~~rate of 1.30%, an expected dividend yield of 0%, a volatility of 81%,~~method and ~~an expected life of 3.0 years. The Company recognized $234 in change in financial instrument fair value~~recorded as non-cash interest expense in the consolidated statement of ~~operations related to fair value of the First Tranche Warrants at closing.~~operations.

First Tranche Increase
Balance, June 30, 2016 $ —
Additional investment 1,000
Change in fair market value 304
Balance, June 30, 2017 $ 1,304
Based on the Company’s closing Common Share price of C$0.90 as of June 30, 2022, conversion of the remaining Lind III Convertible Security balance, including accrued interest, would require the issuance of approximately 4,152,000 Common Shares. For each C$0.01 change in the fair value of one Common Share, the total shares the Company would be obligated to issue would change by approximately 47,000 shares.

The Lind Agreement contains financial and non-financial covenants customary for a facility of this size and nature, and includes a financial covenant defining an event of default as all present and future liabilities of the Company or any of its subsidiaries, exclusive of related party loans, for an amount or amounts exceeding $2,000, and which have not been satisfied on time or within 90 days of invoice, or have become prematurely payable as a result of its default or breach. This covenant became effective after February 1, 2016 and the Company was in compliance as of June 30, 2017.
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8. ~~COMMON STOCK~~
a) ~~Issuances~~
~~2017~~ ~~Issuances~~
On February 14, 2017, the Company completed the first tranche closing (the “First Tranche Closing”) of a non-brokered private placement of units (each a “Unit”) (the “February 2017 Offering”). The First Tranche Closing consisted of the issuance of 3,860,800 Units at a price of C$0.70 per Unit, for gross proceeds of C$2.7 million.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

~~Each Unit consists~~Changes in the Lind III Convertible Security are as follows:
For the year ending June 30,
2022 2021
(As Restated)^(a)
Beginning balance $ 7,234 $ 7,765
Conversions (7,635 ) (1,600 )
Accretion expense 2,570 1,069
Balance, end of period $ 2,169 $ 7,234
(a) Amounts are restated. See Note 2 for more information.
The Lind III Convertible Security contains financial and non-financial covenants customary for a facility of ~~one Common Share~~this size and ~~one transferable~~nature, and includes a financial covenant defining an event of default as all present and future liabilities of the Company or any of its subsidiaries, exclusive of related party loans, for an amount or amounts exceeding C$2.0 million, and which have not been satisfied on time or within 90 days of invoice, or have become prematurely payable as a result of its default or breach. The Company was in compliance with these covenants as of June 30, 2022.
Nordmin Note
On December 18, 2020, the Company issued a convertible note in the principal amount of approximately $1,872 (the “Nordmin Note”) and 500,000 Common Share purchase ~~warrant (each whole such warrant a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional Common Share~~warrants, exercisable at a price ~~of C$0.85 for a period of 36 months from their date of issuance.~~
On February 28, 2017, the Company completed the second and final tranche closing (the “Final Closing”) of the February 2017 Offering. The Final Closing consisted of the issuance of 3,503,989 units including 2,964,682 units dated February 21, 2017, and 539,307 units dated February 28, 2017 (collectively, the “Final Closing Units”), at a price of C$0.70 per Unit, for gross aggregate proceeds of C$2.5 million. Each Final Closing Unit consists of one Common Share and one transferable Common Share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to acquire one additional Common Share at a price of C$0.85 for a period of three years from Unit issuance. The Company paid cash commissions of C$88 and issued 78,342 broker warrants (having the same terms as the Warrants) in connection with the Final Closing to brokers outside of the United States. The broker warrants were valued at C$26 using a risk-free rate of 0.75%, expected volatility of 81.27% and expected life of three years.
~~2016 Issuances~~
On January 19, 2016, the Company closed a private placement and issued 9,074,835 units (each a “Unit”) at a price of C$0.57 per Unit, resulting in total gross proceeds of $3,750. Each Unit consisted of one Common Share of $0.80, expiring December 18, 2022 (the “Nordmin Warrants”) to Nordmin Engineering Ltd. (“Nordmin”) pursuant to a convertible note and warrant subscription agreement, dated December 18, 2020 (the “Nordmin Agreement”), between the Company and ~~one transferable~~Nordmin. Under the Nordmin Agreement, Nordmin agreed to subscribe for and purchase the Nordmin Note and Nordmin Warrants for a subscription price of approximately $1,804. This amount was set off against the amount owed to Nordmin by NioCorp for past services.
The Nordmin Note matured on December 18, 2021, and had no stated interest rate, an implied interest rate of 5% per annum and, subject to certain terms and conditions, was convertible into up to 4,500,000 Common ~~Share purchase warrant (a “Private Placement Warrant”). Each Private Placement Warrant is exercisable to acquire one additional Common Share~~Shares at a conversion price of 92% of the ~~Company for a period of three years at a~~five-day volume-weighted average price of ~~C$0.75 per~~the Common ~~Share.~~Shares on the TSX at the time of conversion. The Nordmin Note contains restrictions on how much of the principal amount may be converted in any 30-day period. The Nordmin Note also provides the Company with the option to prepay, in whole or in part, any outstanding principal amount thereunder, upon three days’ notice to Nordmin. In addition, Nordmin is entitled to accelerate the maturity of the Nordmin Note and require the Company to prepay the outstanding principal amount upon the occurrence of an event of default and other designated events described in the Nordmin Note. The Nordmin Note constitutes the direct, general and unconditional obligation of the Company. The Nordmin Note is unsecured and ranks effectively junior to the Company’s secured indebtedness, including under the Lind III Convertible Security and the Smith Credit Agreement, to the extent of the value of the assets securing such indebtedness.
Pursuant to the terms of the Nordmin Agreement, on December 18, 2020, the Company issued ~~75,450 broker warrants~~836,551 Common Shares to Nordmin upon an initial conversion of $450 in principal amount of the Nordmin Note at ~~closing, under the same terms~~a conversion price of C$0.684 per share.
The Company accounted for this transaction as a ~~Private Placement Warrant.~~debt extinguishment under Accounting Standards Codification 470, Debt. Accordingly, the Company wrote off the value of the existing obligation, calculated the fair value of the Nordmin Note and recorded a loss of $163 on the difference in the consolidated statement of operations. This loss included $63 related to the fair value of the Nordmin Warrants at closing. The fair value of the broker warrants of $15 was estimated based on the Black-Scholes pricing model using a risk-free interest rate of 0.75%, an expected dividend yield of 0%, a volatility of 100.13%, and an expected life of three years.
~~2015 Issuances~~
In February 2015, the Company announced it had closed a partially brokered and partially non-brokered private placement of 2,914,000 special warrants (“2015 Warrants”) at an issue price of C$0.75 to raise aggregate gross proceeds of $1,722. Each 2015 Warrant is exchangeable at any time after the closing date of the offering into one unit of the Company; each unit consists of one Common Share of the Company and one Common Share purchase warrant. Each warrant entitled the holder to acquire one additional Common Share at a price of C$1.00 per share until February 27, 2017. The Company filed a prospectus and obtained the required receipt for that prospectus on March 23, 2015 and qualified the distribution of 2,914,000 2015Nordmin Warrants ~~which were deemed exercised on March 30, 2015.~~
The agent, Mackie Research Capital Corporation (“MRCC”) received a cash commission equal to 6.5% of the gross proceeds of the brokered portion of the offering being $112 and 182,910 compensation warrants. The broker warrants are exercisable into Common Shares at a price C$0.85 per share until February 27, 2017. The fair value of the agent warrants of $79 was estimated based on the Black-Scholes pricing model using a risk-free interest rate of 1.25%, an expected dividend yield of 0%, a volatility of 100.95%, and an expected life of 2.0 years. Total cash issue costs including agents’ commission, legal and filing fees were $230.
In November 2014, the Company announced it had closed a partially brokered and partially non-brokered private placement of 19,245,813 special warrants (“2014 Special Warrants”) at an issue price of C$0.55 to raise aggregate gross proceeds of $8,846. Each 2014 Special Warrant is exchangeable at any time after the closing date of the offering into one unit of the Company; each unit consists of one Common Share of the Company and one Common Share purchase warrant. Each warrant entitles the holder to acquire one additional Common Share at a price of C$0.65 per share until November 10, 2016. The Company filed a prospectus and obtained the required receipt for that prospectus on January 14, 2015 and qualified the distribution of 19,245,813 2014 Special Warrants which were deemed exercised on January 19, 2015.

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
The agent, MRCC received a cash commission equal to 6.5% of the gross proceeds of the brokered portion of the offering and 205,304 non-transferable compensation units. The broker warrants are exercisable into units having the same terms as the units issued under the Offering. Each unit entitles the agent to purchase a unit at a price of C$0.55 each. Each unit consists of one Common Share and one warrant exercisable at a price of C$0.65 per share until November 10, 2016. The fair value of the agent warrants of $108 was estimated based on the Black Scholes pricing model using a risk-free interest rate of ~~1.25%~~0.32%, an expected dividend yield of 0%0%, a volatility of ~~108.9%~~43.16%, and an expected life of ~~two~~2.0 years. ~~Total cash issue~~
The Company initially recorded the Nordmin Note at a fair value of $1,740. The remaining initial fair value balance will be accreted up to net face value of the Nordmin Note over the remaining time until maturity using the effective interest method. In addition, transaction costs ~~including agents’ commission, legal~~of $25 were expensed at closing.
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NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and ~~filing fees was $300.~~per share data)
Changes in the Nordmin Note are as follows:
Convertible Note
Extinguishment of accounts payable $ 1,740
Conversions (668 )
Accretion expense 51
Balance, June 30, 2021 $ 1,123
Conversions (1,172 )
Accretion expense 49
Balance, June 30, 2022 -

b)10. ~~Stock Options~~COMMON STOCK
a) Issuances
Fiscal Year 2022 Issuances
On June 30, 2022, the Company closed a non-brokered private placement (the “June 2022 Private Placement”) of units (the “Units”) of the Company. A total of 4,981,035 Units were issued at a price per Unit of C$0.96, for total gross proceeds to the Company of approximately C$4.8 million. Each Unit consists of one Common Share and one common share purchase warrant (“June 2022 Warrant”). Each June 2022 Warrant entitles the holder to acquire one Common Share at a price of C$1.10 at any time prior to July 1, 2024. Proceeds of the June 2022 Private Placement will be used for continued advancement of the Company’s Elk Creek Critical Minerals Project and for working capital and general corporate purposes. The Company ~~has~~paid cash commissions of C$62 and 65,100 warrants (the “Finder Warrants”), having the same terms as the June 2022 Warrants, to finders outside of the United States. The Finder Warrants were valued at C$18 using a ~~rolling stock option~~risk-free rate of 3.2%, expected volatility of 64% and expected life of two years.
Fiscal Year 2021 Issuances
On May 10, 2021, the Company closed a non-brokered private placement (the “April 2021 Private Placement”) of Units of the Company. A total of 4,334,157 Units were issued at a price per Unit of C$1.43, for total gross proceeds to the Company of C$6,198. Each Unit consisted of one Common Share and one warrant (“April 2021 Warrant”). Each April 2021 Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from the date of issuance. Proceeds of the April 2021 Private Placement were used for continued advancement of the Elk Creek Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially adding rare earth products to the planned product offering, and for working capital and general corporate purposes. The Company paid cash commissions of C$111 and issued 77,961 broker warrants (“Broker Warrants”), having the same terms as the April 2021 Warrants, to brokers outside of the United States. The broker warrants were valued at C$24 using a risk-free rate of 0.28%, expected volatility of 55% and expected life of two years.
b) Stock Options
On November 5, 2020, the Company’s shareholders voted to approve an amendment and restatement of its long term incentive plan (the ~~“Plan”~~“2017 Amended Long-Term Incentive Plan”) ~~whereby~~and the granting of incentive securities thereunder until November 5, 2023. 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.
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NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
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 ~~grant stock options~~not exceed 10% of the issued and outstanding Common Shares from time to ~~executive officers~~time, and ~~directors, employees,~~the Common Shares reserved for issuance upon settlement of share units will not exceed 5% of the issued and ~~consultants~~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 one-year period, or issuable to insiders at ~~an exercise price to be determined by~~any time, in the ~~board of directors, provided~~aggregate, under all security-based compensation arrangements (including the ~~exercise price is not lower than the market value on the date of grant. The Plan provides for the issuance of up~~2017 Amended Long-Term Incentive Plan) to 10% of the ~~Company’s~~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 ~~at the date of grant with each stock option having a maximum term of five years.~~ described above.
The ~~board of directors~~Board has ~~the exclusive~~ power over the granting, amendment, administration or settlement of ~~options and their vesting provisions.~~any award.
Stock option transactions are summarized as follows:
Number of
Options Weighted Average Exercise Price
Balance, July 1, 2019 19,449,909 C$0.62
Exercised (320,500 )                       C$0.62
Balance, June 30, 2020 19,129,409 C$0.62
Granted 3,700,000 C$0.78
Exercised (2,952,296 ) C$0.61
Cancelled/expired (3,912,113 ) C$0.64
Balance, June 30, 2021 15,965,000 C$0.65
Granted 4,475,000 C$1.33
Exercised (2,051,533 ) C$0.70
Cancelled/expired (3,924,467 ) C$0.77
Balance, June 30, 2022 14,464,000 C$0.83

Number of Weighted Average
Options Exercise Price
Balance, July 1, 2014 7,060,000 C$ 0.19
Granted 7,320,000 C$ 0.76
Exercised (6,250,000 ) C$ 0.20
Cancelled/expired (25,000 ) C$ 0.30
Balance, June 30, 2015 8,105,000 C$ 0.69
Granted 5,875,000 C$ 0.62
Exercised (1,415,000 ) C$ 0.38
Cancelled/expired (1,100,000 ) C$ 0.75
Balance June 30, 2016 11,465,000 C$ 0.69
Granted 6,360,000 C$ 0.78
Exercised (150,000 ) C$ 0.62
Cancelled/expired (1,070,000 ) C$ 0.66
Balance June 30, 2017 16,605,000 C$ 0.73
Number of options currently exercisable 9,281,250 C$ 0.71
The following table summarizes the weighted average information and assumptions used to determine option costs:
Schedule of information and assumptions used to determine option costs

Year ended June 30,
2022 2021 2020
Fair value per option granted during the period (C$) $ 0.49 $ 0.25 -
Risk-free interest rate 1.33 % 0.26 % -
Expected dividend yield 0 % 0 % -
Expected stock price volatility (historical basis) 54.4 % 54.1 % -
Expected option life in years 3.0 3.0 -

Year ended June 30,
2017 2016 2015
Fair value per option granted during the period (C$) $ 0.42 $ 0.30 $ 0.42
Risk-free interest rate 0.75 % 0.75 % 1.25 %
Expected dividend yield 0 % 0 % 0 %
Expected stock price volatility (historical basis) 92.9 % 98.2 % 105.6 %
Expected option life in years 2.15 2.15 2.15
The following table summarizes information about stock options outstanding at June 30, ~~2017:~~2022:
Schedule of information about stock options outstanding
Exercise Price Expiry Date Number Outstanding Aggregate Intrinsic Value Number Exercisable Aggregate Intrinsic Value
C$0.47 November 9, 2022 2,804,000 C$1,206 2,804,000 C$1,206
C$0.84 September 18, 2023 1,050,000 63 1,050,000 63
C$0.54 November 15, 2023 3,785,000 1,362 3,785,000 1,362
C$0.75 December 14, 2023 1,825,000 274 1,825,000 274
C$0.75 December 16, 2023 525,000 79 525,000 79
C$1.36 December 17, 2024 3,975,000 - 3,975,000 -
C$1.10 May 30, 2025 500,000 - 500,000 -
Balance, June 30, 2022 14,464,000 C$2,984 14,464,000 C$2,984

Exercise Number Aggregate Number Aggregate
price Expiry date outstanding Intrinsic Value exercisable Intrinsic Value
C$0.62 January 19, 2021 5,275,000 C$ 686 3,956,250 C$ 514
C$0.65 July 28, 2017 1,250,000 125 1,250,000 125
C$0.76 September 2, 2017 500,000 — 500,000 —
C$0.76 March 6, 2022 5,650,000 — — —
C$0.80 December 22, 2017 2,720,000 — 2,720,000 —
C$0.94 April 28, 2018 500,000 — 500,000 —
C$0.96 July 21, 2021 710,000 — 355,000 —
Balance June 30, 2017 16,605,000 C$ 811 9,281,250 C$ 639

79
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of C$~~0.75~~0.90 as of June 30, ~~2017,~~2022, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of June 30, ~~2017~~2022, was ~~5,206,250.~~9,989,000. The total intrinsic value of options exercised during the year ended June 30, ~~2017~~ 2022, was ~~$14.~~C$973.
As of June 30, ~~2017,~~2022, there was ~~$848 of~~no unrecognized compensation cost related to unvested share-based compensation arrangements ~~granted under the Plan. The cost is expected to be recognized over a weighted average period of approximately 14 months.~~granted.
c) Warrants
Warrant transactions are summarized as follows:
Weighted average
Warrants exercise price
Balance, July 1, 2014 1,064,140 C$ 0.25
Granted:
Warrants: November financing 19,245,813 C$ 0.65
Warrants: March financing 2,914,000 C$ 1.00
Agents’ warrants: November financing 205,304 C$ 0.55
Agents’ warrants: November financing 205,304 C$ 0.65
Agents’ warrants: March financing 182,910 C$ 0.85
Agents’ advisory warrants* 750,000 C$ 0.55
Agents’ sponsorship warrants** 250,000 C$ 0.60
ThyssenKrupp offtake agreement*** 8,569,000 C$ 0.67
Exercised (5,125,805 ) C$ 0.35
Expired — —
Balance, June 30, 2015 28,260,666 C$ 0.73
Granted:
Lind Warrants 3,125,000 C$ 0.72
January 2016 Private Placement 9,074,835 C$ 0.75
Broker warrants: January 2016 Private Placement 75,450 C$ 0.75
Advisory Warrants* 750,000 C$ 0.65
Sponsorship warrants** 250,000 C$ 0.65
Exercised (11,733,766 ) C$ 0.65
Expired (7,068,500 ) C$ 0.67
Balance June 30, 2016 22,733,685 C$ 0.75
Granted:
Lind First Tranche Warrants 890,670 C$ 0.90
February 2017 Private Placements 7,364,789 C$ 0.85
Broker Warrants: February 2017 Private Placement 78,342 C$ 0.85
Exercised (3,447,137 ) C$ 0.65
Expired (7,011,263 ) C$ 0.79
Balance June 30, 2017 20,609,086 C$ 0.79
Schedule of warrant transactions
* ~~Pursuant to a financial services advisory agreement with Mackie Research Capital Corporation (“MRCC”~~
Warrants
Weighted Average Exercise Price
Balance, July 1, 2019 21,374,801 C$0.78
Exercised (664,549 ) ~~the Company issued 500,000 advisory warrants on December 4, 2014 and 250,000 advisory warrants on January 14, 2015. Each advisory warrant entitled MRCC to purchase a unit of the Company at a price of~~ C$~~0.55 each, on or before December 4, 2016. Each such unit consisted of one Common Share and one warrant exercisable at a price of~~ 0.69
Expired (8,333,801 ) C$~~0.65 per share until December 4, 2016. These units were exercised during the year ended~~0.86
Balance, June 30, ~~2016, resulting in the granting of an additional 750,000 warrants.~~2020 12,376,451 C$0.74
Granted: ** ~~Pursuant to a sponsorship agreement between MRCC and the Company in connection with the Company’s graduation to the Toronto Stock Exchange, the Company issued 250,000 sponsorship~~
Nordmin warrants ~~on January 14, 2015, entitling MRCC to purchase units of the Company at~~ 500,000 C$~~0.60 per unit until January 14, 2017. Each such unit consisted of one Common Share and one warrant exercisable at~~ 0.80
Lind III Warrants 8,558,000 C$~~0.65 per share until January 14, 2017. These units were exercised during the year ended~~0.97
April 2021 private placement 4,412,118 C$1.63
Exercised (9,106,283 ) C$0.75
Expired (2,398,418 ) C$0.73
Balance, June 30, ~~2016, resulting in the granting of an additional 250,000 warrants.~~2021 14,341,868 C$1.16
Granted: ~~***~~ ~~The Company entered into an offtake agreement with ThyssenKrupp Metallurgical Products GmbH (“ThyssenKrupp”~~
June 2022 private placement 5,046,135 C$1.10
Exercised (871,750 ) whereby ThyssenKrupp will purchase 50% of future ferroniobium production up to 3,750 metric tons from the Elk Creek property for an initial term of ten years from commencement of commercial production which may be extended by mutual agreement of the parties. The Agreement presupposes the Company obtaining project financing, obtaining all necessary approvals and constructing a mine at Elk Creek. Pursuant to the agreement, the Company granted ThyssenKrupp a non-transferable warrant to acquire 8,569,000 Common Shares of the Company at an exercise price of C$~~0.67 per Common Share, which expired on December 12, 2015.~~0.78
Balance, June 30, 2022 18,516,253 C$1.16

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
At June 30, ~~2017,~~2022, the Company has outstanding exercisable warrants, as follows:
Schedule of outstanding exercisable warrants
Number Exercise Price Expiry Date
3,125,000 C$ 0.72 December 22, 2018
9,150,285 C$ 0.75 January 19, 2019
3,860,800 C$ 0.85 February 14, 2020
2,964,682 C$ 0.85 February 21, 2020
617,649 C$ 0.85 February 28, 2020
890,670 C$ 0.90 March 31, 2020
20,609,086
Number
Exercise Price
Expiry Date
500,000 C$0.80 December 18, 2022
4,412,118 C$1.63 May 10, 2023
5,046,135 C$1.10 June 30, 2024
8,558,000 C$0.97 February 19, 2025
18,516,253

On April 20, 2016, the Company announced an early warrant exercise program (the “Program”) designed to encourage the early exercise of (unlisted) share purchase warrants exercisable at C$0.65 that otherwise expire on November 10, 2016 (the “November 2016 Warrants”). The Program and its commencement were approved at a Special Meeting of Shareholders held on Tuesday May 17, 2016.
The warrant exercise program closed on June 17, 2016, resulting in gross proceeds of C$4,807. A total of 7,394,822 C$0.65 share purchase warrants expiring November 10, 2016 were exercised during the incentive period, representing about 47.6% of all C$0.65 Warrants outstanding and 66% of warrant holders eligible to participate. Each holder who exercised one warrant during the program received 1.11029 Common Shares, representing one warrant share and 0.11029 of a Common Share, as the incentive portion. A total of 8,210,394 Common Shares were issued under the program, which was previously approved by our shareholders on May 17, 2016. The Company recognized a warrant expense of $535 in other operating expenses in the consolidated statement of operations related to the fair market value of the incentive shares issued.

9.11. RELATED PARTY TRANSACTIONS AND BALANCES
~~On June 17, 2015, the~~The Company ~~entered into~~had a ~~one-year~~ loan ~~(the “One-Year Loan”) in the amount of $1,500~~ with Mark A. Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of ~~NioCorp. The one-year term loan bears~~NioCorp (the “Original Smith Loan”), that bore an interest rate of 10%, iswas secured by the Company’s assets pursuant to a concurrently executed general security agreement (the “General Security Agreement”) and iswas subject to both a ~~2.5%~~2.5% establishment fee and ~~2.5%~~2.5% prepayment fee.
On July 1, 2015, the Company entered into a non-revolving credit facility agreement in the amount of $2,000 with Mark Smith and completed a drawdown of $500 on that day, and an additional $100 was drawn under the credit facility on December 2, 2015. The credit facility bears an interest rate of 10%, is secured by the Company’s assets pursuant to a general security agreement, and is subject to both a 2.5% establishment fee and 2.5% prepayment fee.
~~On January 13, 2016,~~April 30, 2021, the Company repaid ~~$1,100 of amounts due, representing 100% of amounts drawn down under the credit facility, plus $500~~$1,000 to Mr. Smith to retire all of the ~~amount due under~~outstanding balance of the ~~One-Year~~Original Smith Loan. ~~Interest~~During fiscal year 2021, the Company paid a total of $272 representing accrued interest through the retirement date. Mr. Smith waived the prepayment fee in connection with the retirement of the Original Smith Loan.
80
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and ~~establishment fees payable as of December 31, 2015 were also paid.~~per share data)

~~On January 16, 2017, the~~The Company ~~entered into~~has a non-revolving credit facility agreement (the ~~“Credit Facility”~~“Smith Credit Agreement”) ~~in the~~with an original amount of ~~$2,000~~$2,000 with ~~Mark~~Mr. Smith. The Smith Credit ~~Facility~~Agreement bears an interest rate of 10% and drawdowns from the Smith Credit ~~Facility~~Agreement are subject to a ~~2.5%~~2.5% establishment fee. Amounts outstanding under the Smith Credit ~~Facility~~Agreement are secured by all of the Company’s assets pursuant to ~~a general security agreement between~~ the ~~Company and Mr.~~General Security Agreement. The Smith ~~dated June 17, 2015. The~~ Credit ~~Facility~~Agreement contains financial and non-financial covenants customary for a facility of ~~this~~its size and nature.
On January ~~18, 2017,~~17, 2020, the Company ~~completed a drawdown~~entered into an amending agreement to the Smith Credit Agreement, increasing the limit of the non-revolving credit facility to $2,500 from the previous limit of $2,000. On April 3, 2020, the Smith Credit ~~Facility~~Agreement was amended to increase the limit of the non-revolving credit facility to $3,000 and on June 10, 2020, the Smith Credit Agreement was amended to increase the limit of the non-revolving credit facility to $3,500 and the maturity date for loans made under 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 from December 15, 2021, to June 30, 2022, and on June 29, 2022, the maturity date was extended to June 30, 2023.
Changes in the ~~amount~~Smith Credit Agreement principal balance are as follows:
Schedule of ~~$175.~~related party balances
For the year ending June 30,
2022 2021
Beginning balance $ 2,318 $ 3,818
   Repayments (318 ) (1,500 )
Balance, end of period $ 2,000 $ 2,318
During fiscal year 2022 and 2021, the Company paid a total of $252 and $535, respectively, representing accrued interest on the Smith Credit Agreement.
Accounts payable and accrued liabilities as of June 30, 2022, include nil accrued interest payable to Mr. Smith under the Smith Credit Agreement.
12. EXPLORATION EXPENDITURES
Schedule of exploration expenditures
For the year ended June 30,
2022 2021 2020
Feasibility study and engineering $ 334 $ 79 $ 40
Field management and other 569 656 985
Metallurgical 2,218 272 176
Geologists and field staff 188 49 -
Total $ 3,309 $ 1,056 $ 1,201

13. LEASES
Effective August 1, 2020, the Company entered into a three-year corporate office lease extension and recognized the corresponding ROU asset and lease liability associated with this lease extension, along with two existing building leases located at the Elk Creek Project. The Company has applied a discount rate of 16%. In connection with the purchase of land, building and mineral rights discussed in Note 6, the Company reversed the remaining ROU asset and lease liability associated with the Elk Creek building leases. There was no gain or loss on this reversal.
As of June 30, 2022, the Company has one corporate office lease with a remaining lease term of 1.3 years. During the year ended June 30, 2022 and 2021, operating cash flows included cash payments of $90 and $64, respectively related to the measurement of lease liabilities.

81
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

The Company incurred lease costs as follows:
~~Effective~~

For the year ended June 30,
2022 2021 2020¹
Operating Lease Cost:
Fixed rent expense $ 83 $ 106 $ 114
Variable rent expense 12 7 -
Short term lease cost 16 13 12
Sublease income (26 ) (18 ) (12 )
Net lease cost $ 85 $ 108 $ 114

Lease cost – other operating expense $ 85 $ 89 $ 98
Lease cost – exploration expenditures - 19 16
Net lease cost $ 85 $ 108 $ 114
¹ Fixed rent expense for fiscal year 2020 represents rental costs associated with contracts with de minimis ROU and lease liability balances.
The maturity of lease liabilities is as follows at June 16, 2016, the Company and Mr. Smith agreed to extend the due date for the remaining One-Year Loan amount of $1,000 until June 16, 2017. Additionally, on March 20, 2017, the due dates on the Smith Credit Facility and the One-Year Loan were extended to June 16, 2018 and June 17, 2018, respectively.30, 2022:
Fiscal Year Lease Maturities
2023 $ 92
2024 23
Total lease payments 115
  Less amount of payments representing interest (10 )
Present value of lease payments 105
  Less current portion of operating lease liability (82 )
Noncurrent operating lease liability $ 23

~~As of June 30, 2017, accounts payable and accrued liabilities included interest payable to Mr. Smith of $99.~~

~~10.~~14. ~~Exploration Expenditures~~INCOME TAXES
For the year ended June 30,
2017 2016 2015
Feasibility study and engineering $ 5,797 $ 2,671 $ 5,892
Field management and other 811 940 1,791
Drilling — 197 4,976
Metallurgical 2,209 844 4,506
Geologists and field staff 110 67 886
Total $ 8,927 $ 4,719 $ 18,051
~~11.~~ ~~Income Taxes~~
Domestic and foreign components of loss before income taxes for the years ended June 30, ~~2017, 2016~~2022, 2021 and ~~2015~~2020 are as follows:
For the year ended June 30,
2022 2021 2020
(As Restated)^(a) (As Restated)^(a)
Canada $ 6,918 $ 3,362 $ 2,473
United States 3,969 1,462 1,528
Total $ 10,887 $ 4,824 $ 4,001

For the year ended June 30,
2017 2016 2015
Canada $ 4,897 $ 4,542 $ 7,365
United States 9,733 6,866 18,505
Total $ 14,630 $ 11,408 $ 25,870
(a) Amounts are restated. See Note 2 for more information.
~~Major components of income tax benefit for the year ended June 30, 2017, 2016 and 2015 are as follows:~~
For the year ended June 30,
2017 2016 2015
Current taxes $ — $ — $ —
Deferred taxes:
Canada — — —
United States — — (2,755 )
Total deferred tax benefit — — (2,755 )
Total income tax benefit $ — $ — $ (2,755 )
The following table is a reconciliation of income taxes at statutory ~~rates with the reported taxes:~~rates:

For the year ended June 30,
2022 2021 2020
(As Restated)^(a) (As Restated)^(a)
Loss before income taxes $ 10,887 $ 4,824 $ 4,001
Combined federal and provincial statutory income tax rate 27 % 27 % 27 %
Income tax benefit at statutory tax rates 2,940 1,303 1,080
Foreign rate differential (72 ) (31 ) (30 )
Share based compensation (462 ) (212 ) (41 )
Change in estimates related to prior years (274 ) 739 (4 )
Accretion expense (407 ) (158 ) -
Capital loss rate differential (38 ) 182 -
Change in valuation allowance (1,713 ) (1,841 ) (946 )
Other 26 18 (59 )
Income tax benefit $ - $ - $ -

For the year ended June 30,
2017 2016 2015
Loss before income taxes $ 14,630 $ 11,408 $ 25,870
Combined federal and provincial statutory income tax rate 26 % 26 % 26 %
Income tax recovery at statutory tax rates 3,804 2,966 6,726
Foreign rate differential 1,218 893 2,405
Warrant expense (66 ) (399 ) —
Share based compensation (383 ) (270 ) (651 )
Change in estimates related to prior years (471 ) (635 ) —
Change in valuation allowance (4,028 ) (2,169 ) (5,725 )
Other (74 ) (386 ) —
Income tax benefit $ — $ — $ 2,755
(a) Amounts are restated. See Note 2 for more information.

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

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 Company’s net deferred tax asset balance as of June 30, 2016 has been revised to reflect the appropriate jurisdictional tax rate applied to Canadian temporary differences. On a consolidated basis, there was no impact on the Company’s income tax provision for the years ended June 30, 2016 and the net deferred tax balance as of June 30, 2016 has not changed due to a full valuation allowance, however, the net deferred tax assets before valuation allowance as of June 30, 2016 decreased by $1,783. The significant components of deferred taxes are as follows:

As of June 30,
2022 2021
(As Restated)^(a)
Deferred tax assets
Mineral interests $ 9,477 $ 8,658
Net operating losses available for future periods 8,977 7,880
Capital losses available for future periods 420 643
Other 74 54
Total deferred tax assets 18,948 17,235
Valuation allowance (18,948 ) (17,235 )
Net deferred tax assets $ - $ -

As of June 30,
2017 2016
Deferred tax assets
Mineral interest $ 10,232 6,555
Net operating losses available for future periods 4,230 3,951
Other 216 144
Total deferred tax assets 14,678 10,650
Valuation allowance (14,678 ) (10,650 )
Net deferred tax assets $ — $ —
(a) Amounts are restated. See Note 2 for more information.

During the years ended June 30, 2022 and 2021, we identified errors in the recognition of capital losses related to realized mineral property write downs and foreign exchange gains and losses in Canada which resulted in changes to capital losses available for future periods, net operating loss carryforwards, and other of $(221), $nil, and $(3), respectively, for fiscal year 2022 and $660, $61, and $30, respectively, for fiscal year 2021. These changes primarily related to adjustments to deferred tax assets recorded during fiscal year 2021. In addition, during the year ended June 30, 2022, we identified an error in the recognition of net operating losses related to disallowed interest expense for the prior year which resulted in a decrease to net operating loss carryforwards of $19. After evaluation and consideration of the full valuation allowance historically applied against total deferred tax assets, we determined that the impact of the adjustments was not material to the previously issued financial statements, nor are the out of period adjustments material to the estimated results for the year ended June 30, 2022 or 2021, respectively.
Changes in the valuation allowance are as follows:
For the year ended June 30,
2022 2021
(As Restated)^(a)
Valuation allowance, beginning of year $ (17,235 ) $ (15,394 )
Current year additions (1,713 ) (1,841 )
Valuation allowance, end of year $ (18,948 ) $ (17,235 )
(a) Amounts are restated. See Note 2 for more information.
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 ~~$14,678~~$18,948 at June 30, ~~2017~~2022, relates mainly to net operating loss carryforwards in Canada and mineral ~~interest~~interests due to deferred exploration expenditures in the United States, where the utilization of such attributes is not more likely than not. During the year ended June 30, 2015, the Company recognized $2,755 of deferred tax benefit which was generated during the year to offset existing deferred tax liabilities associated with the acquisition of the Elk Creek mineral interest.
The Company ~~had~~has the following cumulative net operating losses ~~of $15,865 as of June 30, 2017 (2016 - $13,625)~~ for ~~federal~~Canadian and U.S. income tax purposes and these carryforwards will generally expire between 2026 and ~~2037.~~2041. As a result of the Tax Cuts and Jobs Act of 2017, U.S. tax losses incurred for tax years commencing in 2018 have no expiration.
As of June 30,
2022 2021
Jurisdiction (As Restated)^(a)
Canada $ 31,551 $ 28,744
United States 2,460 2,179
Total $ 34,011 $ 30,923
(a) Amounts are restated. See Note 2 for more information.

In addition, the Company has a Canadian capital loss carryforward of $3,456 as of June 30, 2022, which has no expiration date and can be used to offset future capital gains.
The Company had no unrecognized tax benefits as of June 30, ~~2017~~2022 or ~~2016.~~2021. 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 financial statements. The Company is subject to income tax in the U.S. federal jurisdiction and Canada. Certain years remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions.
83
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)

~~12.~~15. ~~Fair Value Measurements~~FAIR VALUE MEASUREMENTS
The Company measures the fair value of financial assets and liabilities based on USU.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.
Financial 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 are measured at fair value, with unrealized gains and losses being recognized in income.
Financial 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.

~~NioCorp Developments Ltd.~~
~~Notes to Consolidated Financial Statements~~
~~June 30, 2017~~
~~(expressed in thousands of U.S. dollars, except share data)~~
The following ~~table presents~~tables present information about the assets and liabilities that are measured at fair value on a recurring basis as atof June 30, ~~2017~~2022 and ~~2016,~~2021, and indicates 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 included 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, 2022
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 5,280 $ 5,280 $ - $ -
Investment in equity securities 10 10 - -
Total $ 5,290 $ 5,290 $ - $ -

Liabilities $ - $ - $ - $ -

As of June 30, 2017
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 238 $ 238 $ — $ —
Restricted cash $ 265 265 — —
Available for sale securities 23 23 — —
Total $ 526 $ 526 $ — $ —
Liabilities:
Convertible debt $ 3,465 $ — $ — $ 3,465
Derivative liability, convertible debt 82 — — 82
$ 3,547 $ — $ — $ 3,547
As of June 30, 2016
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 4,412 $ 4,412 $ — $ —
Available for sale securities 32 32 — —
Total $ 4,444 $ 4,444 $ — $ —
Liabilities:
Convertible debt $ 5,991 $ — $ — $ 5,991
Derivative liability, convertible debt 330 — — 330
$ 6,321 $ — $ — $ 6,321
As of June 30, 2021
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 7,317 $ 7,317 $ - $ -
Investment in equity securities 16 16 - -
Total $ 7,333 $ 7,333 $ - $ -

Liabilities $ - $ - $ - $ -

~~The Company measures~~As discussed in Note 9, the Nordmin Note and Lind III Convertible Security were initially recorded at fair ~~market~~ value, ~~of the~~which represents a nonrecurring fair value measurement using a Level 3 ~~components using the Black-Scholes model~~input. These loans are privately held with no public market for this debt and ~~discounted cash flows, as appropriate. These models~~therefore were initially ~~prepared by~~classified as a third party and take into account management’s best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock’s volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible debt.
Level 3 fair value measurement. The significant unobservable valuation inputs for the Nordmin Note and Lind III Convertible ~~Debt includes~~Security included an expected return of ~~51.06%. A 15% decrease (increase) in the expected return would result in an increase (decrease) to fair value of $94, or approximately 2%.~~7% and 21%, respectively.

~~The derivative liability was valued using a Black-Scholes pricing model with the following inputs:~~
84

2017 2016
Risk-free interest rate 1.25 % 1.25 %
Expected dividend yield 0 % 0 %
Expected stock price volatility 51.14 % 88.63 %
Expected option life in years 1.25 2.25
~~The following table sets forth a reconciliation of changes in the fair value of the Company’s convertible debt components classified as Level 3 in the fair value hierarchy:~~
As of June 30,
2017 2016
Beginning balance $ 6,321 $ —
Convertible securities closings 1,000 4,860
Conversions to equity (4,103 ) (638 )
Realized and unrealized losses 329 2,099
Ending balance $ 3,547 $ 6,321

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, ~~2017~~ 2022
(expressed in thousands of U.S. dollars, except share and per share data)

~~13.~~ ~~COMMITMENTS AND CONTINGENCIES~~
~~Other Exploration Properties~~
~~The Company held an option to acquire a 100% interest in certain claim units located in~~At June 30, 2022 and 2021, the Kenora Mining Division, Ontario, referred to as the Tait Lake property, and had previously written the exploration asset down to $nil. In April 2015, the Company sold the Tait Lake option for a cash payment of $9.
The Company, through its wholly-owned subsidiary, Northeast Minerals, held exploration rights for the Jungle Well and Laverton projects in Australia (the “Exploration Rights”). On July 2, 2015, the Company entered into an agreement to sell its investment in Northeast Minerals to a third party. Assets of Northeast Minerals included the Explorations Rights, with a nil book value, and 3,750,000 shares of Victory Mines Limited (“Victory”), an Australian public entity. The bookestimated fair value of the ~~Victory shares~~Lind III Convertible Security approximated carrying value given that the instrument was ~~written down to one dollar at~~issued in 2021 and had a short time period until maturity. At June 30, ~~2015, to reflect~~2021, the estimated ~~market value. No other gain or loss~~fair value of the Nordmin Note approximated carrying value given that the instrument was ~~incurred related to the sale of Northeast Minerals.~~issued in fiscal year 2021 and had short time period until maturity.
~~NioCorp has the following land, office, facility and equipment lease commitments in place as of June 30, 2017:~~
Payments due by period
Total Less than 1 year 1-3 years 4-5 years After 5 years
Debt $ 5,012 $ 2,956 $ 2,056 $ — $ —
Operating leases 137 75 63 — —
Total contractual obligations $ 5,149 $ 3,031 $ 2,119 $ — $ —

~~14.~~16. ~~SUBSEQUENT EVENTS~~RESTATEMENT OF UNAUDITED QUARTERLY RESULTS
~~On July 26, 2017,~~The adjustments in the ~~Company closed a brokered private placement (the “July 2017 Private Placement”) of units (the “Units”)~~tables below reflect the impacts of the ~~Company. Under~~restatement discussed in Note 2 on our unaudited quarterly financial statements for the ~~July 2017 Private Placement, a total~~three months ended September 30, 2021, the three and six months ended December 31, 2021, and the three and nine months ended March 31, 2022.
Schedule of 2,962,500 Units were issued at C$0.65 per Unit, for total gross proceeds to the Company of approximately C$1,926. Each Unit issued pursuant to the July 2017 Private Placement consists of one Common Share and Warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.79 until July 26, 2021.
The July 2017 Private Placement was led by Mackie Research Capital Corporation (the “Agent”). The Company paid the Agent an aggregate cash commission of approximately C$125, equal to six and a half per cent (6.5%) of the gross proceeds raised under the July 2017 Private Placement. The Company also issued to the Agent 192,562 broker warrants (the “Broker Warrants”), equal to six and a half per cent (6.5%) of the Units sold pursuant to the July 2017 Private Placement. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.79 until July 26, 2021.Condensed Consolidated Balance Sheet

~~Proceeds~~Condensed Consolidated Balance Sheet (unaudited)
As of September 30, 2021
As Previously Reported Restatement Impacts Restated
ASSETS
Current
Cash $ 5,868 $ - $ 5,868
Prepaid expenses and other 294 - 294
Total current assets 6,162 - 6,162
Non-current
Deposits 35 - 35
Investment in equity securities 14 - 14
Right-of-use assets 141 - 141
Land and buildings, net 852 - 852
Mineral properties 16,085 - 16,085
Total assets $ 23,289 $ - $ 23,289

LIABILITIES
Current
Accounts payable and accrued liabilities $ 310 $ - $ 310
Related party loan 2,000 - 2,000
Convertible debt, current portion 396 - 396
Operating lease liability 72 - 72
Total current liabilities 2,778 - 2,778
Non-current
Convertible debt, net of current 6,599 563 7,162
Operating lease liability 86 - 86
Total liabilities 9,463 563 10,026
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common  stock, no par value, unlimited shares authorized; shares outstanding: 259,118,369 at September 30, 2021 115,896 - 115,896
Accumulated deficit (101,036 ) (562 ) (101,598 )
Accumulated other comprehensive loss (1,034 ) (1 ) (1,035 )
Total shareholders' equity 13,826 (563 ) 13,263
Total liabilities and equity $ 23,289 $ - $ 23,289

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
For the ~~Private Placement will be used for general working capital purposes~~Three Months Ended September 30, 2021

For the three months ended September 30, 2021
As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 319 $ - $ 319
Professional fees 90 - 90
Exploration expenditures 621 - 621
Other operating expenses 226 - 226
Total operating expenses 1,256 - 1,256

Foreign exchange loss 210 15 225
Interest expense 492 113 605
Other loss on equity securities 2 - 2
Loss before income taxes 1,960 128 2,088
Income tax benefit - - -
Net loss $ 1,960 $ 128 $ 2,088

Other comprehensive loss:
Net loss $ 1,960 $ 128 $ 2,088
Other comprehensive loss:
Reporting currency translation (109 ) (15 ) (124 )
Total comprehensive loss $ 1,851 $ 113 $ 1,964

Loss per common share, basic and diluted $ 0.01 $ - $ 0.01

Weighted average common shares outstanding 258,023,048 - 258,023,048

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated of Cash Flows (unaudited)
Condensed Consolidated Statement of Cash Flows (unaudited)
For the Three Months Ended September 30, 2021
As Previously Reported Restatement Impacts Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (1,960 ) $ (128 ) $ (2,088 )
Non-cash elements included in net loss:
Unrealized loss (gain) on equity securities 2 - 2
Accretion of convertible debt 438 113 551
Noncash lease expense (1 ) - (1 )
Depreciation 1 - 1
Foreign exchange loss (gain) 273 15 288
(1,247 ) - (1,247 )
Change in working capital items:
Prepaid expenses (270 ) - (270 )
Accounts payable and accrued liabilities (92 ) - (92 )
Net cash used in operating activities (1,609 ) - (1,609 )
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of land and buildings (16 ) - (16 )
Net cash used in financing activities (16 ) - (16 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 664 - 664
Related party debt repayments (318 ) - (318 )
Net cash provided by financing activities 346 - 346
Exchange rate effect on cash and cash equivalents (170 ) - (170 )
Change in cash and cash equivalents during period (1,449 ) - (1,449 )
Cash and cash equivalents, beginning of period 7,317 - 7,317
Cash and cash equivalent, end of period $ 5,868 $ - $ 5,868

NioCorp Developments Ltd.
Notes to ~~continue~~Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Shareholder’s Equity

Condensed Consolidated Statement of Shareholders' Equity (unaudited)
For the three months ended September 30, 2021

Common Shares Outstanding Common Stock Deficit Accumulated Other Comprehensive Loss Total
As Previously Reported
Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,076 ) $ (1,143 ) $ 13,663
Exercise of warrants 871,750 543 - - 543
Exercise of options 282,702 121 - - 121
Debt conversions 1,583,986 1,350 - - 1,350
Reporting currency presentation - - - 109 109
Loss for the period - - (1,960 ) - (1,960 )
Balance, September 30, 2021 259,118,369 $ 115,896 $ (101,036 ) $ (1,034 ) $ 13,826

Restatement Impacts
Balance, June 30, 2021 - $ - $ (434 ) $ (16 ) $ (450 )
Reporting currency presentation - - - 15 15
Loss for the period - - (128 ) - (128 )
Balance, September 30, 2021 - $ - $ (562 ) $ (1 ) $ (563 )

Restated
Balance, June 30, 2021 256,379,931 $ 113,882 $ (99,510 ) $ (1,159 ) $ 13,213
Exercise of warrants 871,750 543 - - 543
Exercise of options 282,702 121 - - 121
Debt conversions 1,583,986 1,350 - - 1,350
Reporting currency presentation - - - 124 124
Loss for the period - - (2,088 ) - (2,088 )
Balance, September 30, 2021 259,118,369 $ 115,896 $ (101,598 ) $ (1,035 ) $ 13,263

NioCorp Developments Ltd.
Notes to ~~advance the Company’s Elk Creek Superalloy Materials Project.~~Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Balance Sheet
Condensed Consolidated Balance Sheet (unaudited)
As of December 31, 2021
As Previously Reported Restatement Impacts Restated
ASSETS
Current
Cash $ 4,866 $ - $ 4,866
Prepaid expenses and other 279 - 279
Total current assets 5,145 - 5,145
Non-current
Deposits 35 - 35
Investment in equity securities 11 - 11
Right-of-use assets 126 - 126
Land and buildings, net 852 - 852
Mineral properties 16,085 - 16,085
Total assets $ 22,254 $ - $ 22,254

LIABILITIES
Current
Accounts payable and accrued liabilities $ 458 $ - $ 458
Related party loan 2,000 - 2,000
Convertible debt, current portion - - -
Operating lease liability 76 - 76
Total current liabilities 2,534 - 2,534
Non-current
Convertible debt, net of current 4,262 1,096 5,358
Operating lease liability 66 - 66
Total liabilities 6,862 1,096 7,958
Commitments and contingencies
SHAREHOLDERS' EQUITY
Common stock, no par value, unlimited shares authorized; shares outstanding: 264,026,990 at December 31, 2021 120,935 - 120,935
Accumulated deficit (104,494 ) (1,096 ) (105,590 )
Accumulated other comprehensive loss (1,049 ) - (1,049 )
Total shareholders' equity 15,392 (1,096 ) 14,296
Total liabilities and equity $ 22,254 $ - $ 22,254

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)

~~On August 4, 2017, Lind provided notice~~Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
For the three months ended December 31, 2021

As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 1,232 $ - $ 1,232
Professional fees 424 - 424
Exploration expenditures 491 - 491
Other operating expenses 881 - 881
Total operating expenses 3,028 - 3,028

Foreign exchange gain (61 ) - (61 )
Interest expense 488 534 1,022
Other loss (gain) on equity securities 3 - 3
Loss before income taxes 3,458 534 3,992
Income tax benefit - - -
Net loss $ 3,458 $ 534 $ 3,992

Other comprehensive loss:
Net loss $ 3,458 $ 534 $ 3,992
Other comprehensive loss:
Reporting currency translation 15 (1 ) 14
Total comprehensive loss $ 3,473 $ 533 $ 4,006

Loss per common share, basic and diluted $ 0.01 $ - $ 0.01

Weighted average common shares outstanding 261,392,248 - 261,392,248
Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
For the six months ended December 31, 2021

As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 1,551 $ - $ 1,551
Professional fees 514 - 514
Exploration expenditures 1,112 - 1,112
Other operating expenses 1,107 - 1,107
Total operating expenses 4,284 - 4,284

Foreign exchange loss 149 15 164
Interest expense 980 647 1,627
Other loss on equity securities 5 - 5
Loss before income taxes 5,418 662 6,080
Income tax benefit - - -
Net loss $ 5,418 $ 662 $ 6,080

Other comprehensive loss:
Net loss $ 5,418 $ 662 $ 6,080
Other comprehensive loss:
Reporting currency translation (94 ) (16 ) (110 )
Total comprehensive loss $ 5,324 $ 646 $ 5,970

Loss per common share, basic and diluted $ 0.02 $ - $ 0.02

Weighted average common shares outstanding 259,734,327 - 259,734,327

NioCorp Developments Ltd.
Notes to ~~the Company~~Consolidated Financial Statements
June 30, 2022
(expressed in thousands of its election to advance an additional $1.0 million in funding under the Initial Convertible Security pursuant to its right under the Lind Agreement (the “Convertible Security Increase”). As a result, upon payment of the additional $1.0 million in funding by Lind to the Company, the face amount of the Initial Convertible Security will be increased by $1.2 million ($1.0 million in additional fundingU.S. dollars, except share and $200,000 in implied interest amount).  On August 15, 2017, in connection with the Convertible Security Increase, the Company issued 260,483 Common Share purchase warrants of the Company to Lind, with each Common Share purchase warrant entitling the holder to acquire one Common Share at a price of C$0.73 per share ~~until August 15, 2020.~~data)
Schedule of Condensed Consolidated of Cash Flows (unaudited)
Condensed Consolidated Statement of Cash Flows (unaudited)
For the six months ended December 31, 2021
As Previously Reported Restatement Impacts Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (5,418 ) $ (662 ) $ (6,080 )
Non-cash elements included in net loss:
Unrealized loss (gain) on equity securities 5 - 5
Accretion of convertible debt 877 647 1,524
Noncash lease expense (3 ) - (3 )
Depreciation 1 - 1
Share based compensation 1,568 - 1,568
Foreign exchange loss (gain) 210 15 225
(2,760 ) - (2,760 )
Change in working capital items:
Prepaid expenses (255 ) - (255 )
Accounts payable and accrued liabilities 57 - 57
Net cash used in operating activities (2,958 ) - (2,958 )
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of land and buildings (16 ) - (16 )
Net cash used in financing activities (16 ) - (16 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 963 - 963
Related party debt repayments (318 ) - (318 )
Net cash provided by financing activities 645 - 645
Exchange rate effect on cash and cash equivalents (122 ) - (122 )
Change in cash and cash equivalents during period (2,451 ) - (2,451 )
Cash and cash equivalents, beginning of period 7,317 - 7,317
Cash and cash equivalent, end of period $ 4,866 $ - $ 4,866
91
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Shareholder’s Equity
Condensed Consolidated Statement of Shareholders’ Equity (unaudited)
For the three months ended December 31, 2021
Common Shares Outstanding Common Stock Deficit Accumulated Other Comprehensive Loss Total
As Previously Reported
Balance, September 30, 2021 259,118,369 $ 115,896 $ (101,036 ) $ (1,034 ) $ 13,826
Exercise of options 736,914 299 - - 299
Debt conversions 4,171,707 3,172 - - 3,172
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - (15 ) (15 )
Loss for the period - - (3,458 ) - (3,458 )
Balance, December 31, 2021 264,026,990 $ 120,935 $ (104,494 ) $ (1,049 ) $ 15,392

Restatement Impacts
Balance, September 30, 2021 - $ - $ (562 ) $ (1 ) $ (563 )
Reporting currency presentation - - - 1 1
Loss for the period - - (534 ) - (534 )
Balance, December 31, 2021 - $ - $ (1,096 ) $ - $ (1,096 )

Restated
Balance, September 30, 2021 259,118,369 $ 115,896 $ (101,598 ) $ (1,035 ) $ 13,263
Exercise of options 736,914 299 - - 299
Debt conversions 4,171,707 3,172 - - 3,172
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - (14 ) (14 )
Loss for the period - - (3,992 ) - (3,992 )
Balance, December 31, 2021 264,026,990 $ 120,935 $ (105,590 ) $ (1,049 ) $ 14,296
Condensed Consolidated Statement of Shareholders’ Equity (unaudited)
For the six months ended December 31, 2021
Common Shares Outstanding Common Stock Deficit Accumulated Other Comprehensive Loss Total
As Previously Reported
Balance June 30, 2021 256,379,931 $ 113,882 $ (99,076 ) $ (1,143 ) $ 13,663
Exercise of warrants 871,750 543 - - 543
Exercise of options 1,019,616 420 - - 420
Debt conversions 5,755,693 4,522 - - 4,522
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - 94 94
Loss for the period - - (5,418 ) - (5,418 )
Balance, December 31, 2021 264,026,990 $ 120,935 $ (104,494 ) $ (1,049 ) $ 15,392

Restatement Impacts
Balance June 30, 2021 - $ - $ (434 ) $ (16 ) $ (450 )
Reporting currency presentation - - - 16 16
Loss for the period - - (662 ) - (662 )
Balance, December 31, 2021 - $ - $ (1,096 ) $ - $ (1,096 )

Restated
Balance June 30, 2021 256,379,931 $ 113,882 $ (99,510 ) $ (1,159 ) $ 13,213
Exercise of warrants 871,750 543 - - 543
Exercise of options 1,019,616 420 - - 420
Debt conversions 5,755,693 4,522 - - 4,522
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - 110 110
Loss for the period - - (6,080 ) - (6,080 )
Balance, December 31, 2021 264,026,990 $ 120,935 $ (105,590 ) $ (1,049 ) $ 14,296
92
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Balance Sheet
Condensed Consolidated Balance Sheet (unaudited)
As of March 31, 2022
As Previously Reported Restatement Impacts Restated
ASSETS
Current
Cash $ 3,464 $ - $ 3,464
Prepaid expenses and other 541 - 541
Total current assets 4,005 - 4,005
Non-current
Deposits 35 - 35
Investment in equity securities 10 - 10
Right-of-use assets 110 - 110
Land and buildings, net 851 - 851
Mineral properties 16,085 - 16,085
Total assets $ 21,096 $ - $ 21,096

LIABILITIES
Current
Accounts payable and accrued liabilities $ 720 $ - $ 720
Related party loan 2,000 - 2,000
Convertible debt, current portion 2,585 1,300 3,885
Operating lease liability 79 - 79
Total current liabilities 5,384 1,300 6,684
Non-current
Convertible debt, net of current - - -
Operating lease liability 44 - 44
Total liabilities 5,428 1,300 6,728
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Common stock, no par value, unlimited shares authorized; shares outstanding: 268,083,716 at March 31, 2022 123,045 - 123,045
Accumulated deficit (106,310 ) (1,280 ) (107,590 )
Accumulated other comprehensive loss (1,067 ) (20 ) (1,087 )
Total shareholders’ equity 15,668 (1,300 ) 14,368
Total liabilities and equity $ 21,096 $ - $ 21,096
93
NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
For the three months ended March 31, 2022

As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 308 $ - $ 308
Professional fees 16 - 16
Exploration expenditures 845 - 845
Other operating expenses 217 - 217
Total operating expenses 1,386 - 1,386

Foreign exchange gain (48 ) (18 ) (66 )
Interest expense 477 202 679
Other loss on equity securities 1 - 1
Loss before income taxes 1,816 184 2,000
Income tax benefit - - -
Net loss $ 1,816 $ 184 $ 2,000

Other comprehensive loss:
Net loss $ 1,816 $ 184 $ 2,000
Other comprehensive loss:
Reporting currency translation 18 20 38
Total comprehensive loss $ 1,834 $ 204 $ 2,038

Loss per common share, basic and diluted $ 0.01 $ - $ 0.01

Weighted average common shares outstanding 265,764,404 - 265,764,404
Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited)
For the nine months ended March 31, 2022

As Previously Reported Restatement Impacts Restated
Operating expenses
Employee related costs $ 1,859 $ - $ 1,859
Professional fees 530 - 530
Exploration expenditures 1,957 - 1,957
Other operating expenses 1,324 - 1,324
Total operating expenses 5,670 - 5,670

Foreign exchange loss 101 (3 ) 98
Interest expense 1,457 849 2,306
Other loss  on equity securities 6 - 6
Loss before income taxes 7,234 846 8,080
Income tax benefit - - -
Net loss $ 7,234 $ 846 $ 8,080

Other comprehensive loss:
Net loss $ 7,234 $ 846 $ 8,080
Other comprehensive loss:
Reporting currency translation (76 ) 4 (72 )
Total comprehensive loss $ 7,158 $ 850 $ 8,008

Loss per common share, basic and diluted $ 0.03 $ - $ 0.03

Weighted average common shares outstanding 261,729,813 - 261,729,813

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated of Cash Flows (unaudited)
Condensed Consolidated Statement of Cash Flows (unaudited)
For the nine months ended March 31, 2022
As Previously Reported Restatement Impacts Restated
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period $ (7,234 ) $ (846 ) $ (8,080 )
Non-cash elements included in net loss:
Unrealized loss (gain) on equity securities 6 - 6
Accretion of convertible debt 1,300 849 2,149
Noncash lease expense (5 ) - (5 )
Depreciation 2 - 2
Share based compensation 1,568 - 1,568
Foreign exchange loss (gain) 151 (3 ) 148
(4,212 ) - (4,212 )
Change in working capital items:
Prepaid expenses (516 ) - (516 )
Accounts payable and accrued liabilities 314 - 314
Net cash used in operating activities (4,414 ) - (4,414 )
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of land and buildings (16 ) - (16 )
Net cash used in financing activities (16 ) - (16 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock 973 - 973
Related party debt repayments (318 ) - (318 )
Net cash provided by financing activities 655 - 655
Exchange rate effect on cash and cash equivalents (78 ) - (78 )
Change in cash and cash equivalents during period (3,853 ) - (3,853 )
Cash and cash equivalents, beginning of period 7,317 - 7,317
Cash and cash equivalent, end of period $ 3,464 $ - $ 3,464

NioCorp Developments Ltd.
Notes to Consolidated Financial Statements
June 30, 2022
(expressed in thousands of U.S. dollars, except share and per share data)
Schedule of Condensed Consolidated Statement of Shareholder’s Equity
Condensed Consolidated Statement of Shareholders’ Equity (unaudited)
For the three months ended March 31, 2022

Common Shares Outstanding Common Stock Deficit Accumulated Other Comprehensive Loss Total
As Previously Reported
Balance, December 31, 2021 264,026,990 $ 120,935 $ (104,494 ) $ (1,049 ) $ 15,392
Exercise of warrants - - - - -
Exercise of options 906,917 10 - - 10
Debt conversions 3,149,809 2,100 - - 2,100
Share based compensation - - - - -
Reporting currency presentation - - - (18 ) (18 )
Loss for the period - - (1,816 ) - (1,816 )
Balance, March 31, 2022 268,083,716 $ 123,045 $ (106,310 ) $ (1,067 ) $ 15,668

Restatement Impacts
Balance, December 31, 2021 - $ - $ (1,096 ) $ - $ (1,096 )
Reporting currency presentation - - - (20 ) (20 )
Loss for the period - - (184 ) - (184 )
Balance, March 31, 2022 - $ - $ (1,280 ) $ (20 ) $ (1,300 )

Restated
Balance, December 31, 2021 264,026,990 $ 120,935 $ (105,590 ) $ (1,049 ) $ 14,296
Exercise of warrants - - - - -
Exercise of options 906,917 10 - - 10
Debt conversions 3,149,809 2,100 - - 2,100
Share based compensation - - - - -
Reporting currency presentation - - - (38 ) (38 )
Loss for the period - - (2,000 ) - (2,000 )
Balance, March 31, 2022 268,083,716 $ 123,045 $ (107,590 ) $ (1,087 ) $ 14,368
Condensed Consolidated Statement of Shareholders’ Equity (unaudited)
For the nine months ended March 31, 2022

Common Shares Outstanding Common Stock Deficit Accumulated Other Comprehensive Loss Total
As Previously Reported
Balance June 30, 2021 256,379,931 $ 113,882 $ (99,076 ) $ (1,143 ) $ 13,663
Exercise of warrants 871,750 543 - - 543
Exercise of options 1,926,533 430 - - 430
Debt conversions 8,905,502 6,622 - - 6,622
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - 76 76
Loss for the period - - (7,234 ) - (7,234 )
Balance, March 31, 2022 268,083,716 $ 123,045 $ (106,310 ) $ (1,067 ) $ 15,668

Restatement Impacts
Balance June 30, 2021 - $ - $ (434 ) $ (16 ) $ (450 )
Reporting currency presentation - - - (4 ) (4 )
Loss for the period - - (846 ) - (846 )
Balance, March 31, 2022 - $ - $ (1,280 ) $ (20 ) $ (1,300 )

Restated
Balance June 30, 2021 256,379,931 $ 113,882 $ (99,510 ) $ (1,159 ) $ 13,213
Exercise of warrants 871,750 543 - - 543
Exercise of options 1,926,533 430 - - 430
Debt conversions 8,905,502 6,622 - - 6,622
Share based compensation - 1,568 - - 1,568
Reporting currency presentation - - - 72 72
Loss for the period - - (8,080 ) - (8,080 )
Balance, March 31, 2022 268,083,716 $ 123,045 $ (107,590 ) $ (1,087 ) $ 14,368

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 and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of June 30, ~~2017.~~2022.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer ~~have~~ concluded at the time the Original Form 10-K was filed on September 6, 2022 that, as of June 30, ~~2017,~~2022, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), were effective and designed to provide reasonable assurance that (i) information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Subsequent to that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due to the material weakness in our internal control over financial reporting described below in “Management’s Report on Internal Control over Financial Reporting (Restated).” In light of the material weakness, we performed additional analysis as deemed necessary to ensure that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. Accordingly, management concluded that the consolidated financial statements included in this Annual Report on Form 10-K/A present fairly in all material respects our financial position, results of operations and cash flows for each of the periods presented.
The management of NioCorp Developments Ltd., including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management’s Report on Internal Control over Financial Reporting (Restated)
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our management ~~under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,~~ assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2017.~~2022. In making this assessment, our management used the criteria set forth in the Internal ~~Control—Integrated~~Control -Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). ~~Based~~
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.
On September 6, 2022, we filed the Original Form 10-K. At the time, our management, ~~assessment, we have~~under the supervision of our Chief Executive Officer and Chief Financial Officer, had performed an evaluation and concluded that ~~as of June 30, 2017,~~ our internal control over financial reporting was ~~effective.~~effective as of June 30, 2022. Subsequent to that evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2022, due to a material weakness relating to our controls, specifically, the Company’s controls over the accounting for non-routine transactions were not adequately designed to ensure the consideration of all related relevant accounting guidance when such transactions were recorded. Accordingly, management has restated its report on internal control over financial reporting. This material weakness resulted in the restatement of the Company’s consolidated financial statements with respect to the Affected Periods. Additionally, this material weakness could result in a misstatement of the aforementioned 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.
97
Remediation Plan for the Material Weakness
In order to remediate the material weakness, the Company’s management plans to enhance the design of its control over the consideration of all related relevant accounting guidance for the initial recording and subsequent measurements of non-routine transactions. The material weakness cannot be considered remediated until the newly designed control activity operates for a sufficient period of time and management has concluded, through testing, that all related relevant accounting guidance for non-routine transactions has been considered in connection with the Company’s normal quarterly close and review procedures for each quarter. Until the material weakness is remediated, we will continue to perform additional analyses and other post-closing procedures to ensure that our consolidated financial statements are prepared in accordance with U.S. GAAP.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the year ended June 30, ~~2017~~2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~As of August 25, 2017,~~Incorporated by reference from the ~~names, titles, ages, and dates of appointment of~~information in our proxy statement for the ~~members of the Company’s Board of Directors and Executive Management are as set forth in the below table.~~
~~Name~~
~~Age~~
~~Position~~
~~Date of Appointment~~
~~Mark A. Smith~~ 58 ~~Chief Executive Officer, President, Executive Chairman and Director~~ ~~Chief Executive Officer and Director:  September 23, 2013~~
~~President and Executive Chairman:  May 31, 2015~~
~~Joseph A. Carrabba~~ 64 ~~Lead Director~~ ~~December 15, 2014~~
~~Michael Morris~~ 71 ~~Director~~ ~~July 27, 2014~~
~~David C. Beling~~ 76 ~~Director~~ ~~June 6, 2011~~
~~Anna Castner Wightman~~ 50 ~~Director~~ ~~February 23, 2016~~
~~Neal Shah~~ 43 ~~Chief Financial Officer~~ ~~July 1, 2016~~
~~Scott Honan~~ 46 ~~Vice President, Business Development~~ ~~May 6, 2014~~
~~John Ashburn, Jr.~~ 62 ~~Vice President, General Counsel and Corporate Secretary~~ ~~April 2, 2015~~
~~Jim Sims~~ 56 ~~Vice President, External Affairs~~ ~~November 2, 2015~~
~~Directors~~
~~Directors hold office from election until the next~~2022 Annual Meeting of Stockholders ~~and until their successors are elected and qualified~~ or ~~until their death, resignation or removal. The following sets forth a brief description of the business experience of each director of the Company:~~
~~Joseph Carrabba – Lead Director~~
Mr. Carrabba served as the Chairman, President and Chief Executive Officer of Cliffs Natural Resources Inc., a publicly-held international mining and natural resources company, from September 2007 until his retirement in November 2013. From 2013 until the present day, he has served as CEO of Irati Energy, a private mining company in Brazil, and as a corporate director and consultant. Prioramendment to joining Cliffs Natural Resources Inc., Mr. Carrabba gained broad experience in the mining industry throughout Canada, the United States, Asia, Australia and Europe. He was the former General Manager of Weipa Bauxite Operation of Comalco Aluminum and served in a variety of leadership capacities at Rio Tinto, a global mining company, including as President and Chief Operating Officer of Rio Tinto’s Diavik Diamond Mines, Inc. Mr. Carrabba is also a director of Newmont Mining Corporation, TimkenSteel Corporation, and the Aecon Group. In addition, he was a director of KeyCorp from November 2009 until May 2017. He holds a bachelor’s degree in geology from Capital University and his MBA from Frostburg State University in Maryland.
Mr. Carrabba’s qualification to serve on our Board is based upon his many years of leadership and executive experience in large publicly traded companies in the mining and materials processing industries.
~~Michael Morris – Director~~
Mr. Morris was formerly the Chairman of the Board of Heritage Oaks Bankcorp. When Heritage Oaks Bank merged with Pacific Premier Bancorp on April 1, 2017, Mr. Morris became a member of the Pacific Premier Bancorp Board of Directors. He joined Heritage Oaks’ Board in January 2001 and assumed the Board chairmanship in 2007. In addition, Mr. Morris has worked since 1972 at Andre, Morris & Buttery, a professional law corporation, where he now serves as Senior Principal and Chairman of the Board. From 2000 to late 2006, Mr. Morris served on the board of Molycorp, Inc. (“Molycorp”), a rare earths producer, which at the time was a wholly owned subsidiary of Unocal Corporation (“Unocal”) and then Chevron Mining Inc. (“Chevron Mining”), a wholly-owned subsidiary of Chevron Corporation. 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 40 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.

Mr. Morris’ qualification to serve on our Board is based on his years of senior executive leadership with publicly traded companies and his long experience in the financial, banking, legal, and manufacturing fields.
~~David Beling – Director~~
Mr. Beling is a Registered Professional Mining Engineer with 52 years of experience and has been on the board of directors of 14 mining companies starting in 1981. He has served as President, CEO, CFO and a director of Bullfrog Gold Corp., a gold exploration and development company, since July 2011 and was the Executive Vice President and Chief Operating Officer of Geovic Mining Corp. from 2004 to 2010. Mr. Beling has examined, significantly reviewed or been directly involved with 88 underground mines, 131 open pit mines and 164 process plants in the global metal, energy and industrial mineral sectors. His employment included 14 years with five majors, then 38 years of employment and consulting for 25 junior mining companies. Mr. Beling served on the Board of Directors of Animas Resources Ltd.(TSXv) from June 2012 to April 2014.
~~Mr. Beling’s qualification to serve on our Board is based upon his decades of senior leadership and executive positions with companies in the mining and minerals processing sectors.~~
~~Anna Castner Wightman – Director~~
A sixth generation Nebraskan and a graduate of Nebraska Wesleyan University, Ms. Wightman serves as a Senior Director for First National Bank of Omaha, Nebraska, a position she has held since 2000. Prior to that, she worked for the Greater Omaha Chamber of Commerce and served in the U.S. Congress for former Congressman Bill Barrett and former Congresswoman Virginia Smith, both of whom represented the 3rd Congressional District of Nebraska. Ms. Wightman serves on the Boards of Directors of the Nebraska Chamber of Commerce, Rose Theater for Performing Arts, and Joslyn Castle.
Ms. Wightman’s qualification to serve on our Board is based on her extensive executive experience in the banking and financial services sectors, and her deep knowledge of the Nebraska business and public policy landscapes.
~~Executive Officers~~
The executive officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. The following sets forth a brief description of the business experience of each executive officer of the Company:
~~Mark Smith – Executive Chairman, Director, President and Chief Executive Officer~~
Mr. Smith has 36 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. Since April 2015, Mr. Smith has also served as the President, Chief Executive Officer, and Director for Largo Resources Ltd., a mineral company with an operating property in Brazil and projects in Brazil & Canada. Mr. Smith has also served on the Board of Directors of IBC Advanced Alloys Corp. (“IBC”) since May 2016. From October 2008 through December 2012, Mr. Smith served as President, Chief Executive Officer and Director of 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 (TSXv: 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 where he served as a consultant.

Prior to Molycorp, Mr. Smith held numerous engineering, environmental, and legal positions within Unocal and later served as the President and Chief Executive Officer of Chevron Mining. Mr. Smith also served for over seven years as the shareholder representative of 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.
Mr. Smith’s extensive leadership, management, strategic planning, and strategic materials industry expertise through his various leadership and directorship roles in public companies large and small makes him well-qualified to serve as a member of the board of directors of NioCorp.
~~Neal Shah – Chief Financial Officer~~
Mr. Shah joined NioCorp in September 2014 as Vice President of Finance, and now serves as the Company’s CFO. 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, Inc. 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 – Vice President, Business Development~~
Mr. Honan joined NioCorp in May 2014 and now serves as Vice President, Business Development. 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, Inc. 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 24 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.
~~John Ashburn, Jr. – Vice President, General Counsel and Corporate Secretary~~
An attorney with 36 years of experience, including 26 years in extractive industries, Mr. Ashburn joined NioCorp in January 2015 and was appointed to Vice President, General Counsel and Corporate Secretary in April 2015. He served as Vice President, Chief Legal Officer and a member of the Board of Directors of Simbol, Inc., a privately held development stage Lithium production company, from May 2013 until January 2015, and was Executive Vice President and General Counsel of Molycorp, Inc. from December 2008 until April 2013. Prior to that, he held senior legal positions with Chevron and Unocal. Mr. Ashburn holds a Juris Doctorate from Northern Illinois University, School of Law.
~~Jim Sims – Vice President, External Affairs~~
Mr. Sims has more than 25 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, after serving for more than five years as Director (and then Vice President) of Corporate Communications for Molycorp, Inc. 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.

~~Significant Employees~~
~~There are no other significant employees than those already discussed herein.~~
~~Family Relationships~~
~~There are no family relationships among the directors or executive officers of the Company.~~
~~Involvement in Certain Legal Proceedings~~
During the past ten years none of the persons serving as executive officers and/or directors of the Company and, with respect to promoter or control persons, for the past five years, none have been the subject matter of any of the following 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.
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities with the SEC. Officers, directors and greater than ten percent beneficial owners are required by applicable regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based upon the review of the copies of Section 16(a) forms received by the Company, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, the Company believes that, during fiscal 2017, all filing requirements applicable to reporting persons were met, other than the filing of a Form 4 for Mr. Mark Smith reporting the (a) exercise of existing warrants for Common Shares and (b) sale of existing warrants, which Form 4 was inadvertently filed late due to an administrative error on November 8, 2016.
~~Code of Business Conduct and Ethics~~
Our Board of Directors 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 Company 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 twelve months after the initial disclosure of such waiver.
~~Nomination of Directors~~
~~As of August 29, 2017, there have been no material changes to the procedures by which our shareholders may recommend nominees to our board of directors.~~
~~Audit Committee and Audit Committee Financial Experts~~
Our Audit Committee is currently comprised of Anna Castner Wightman, David Beling, and Michael Morris. Our Board has determined that Mr. Beling and Mr. Morris are financial experts, as defined by the rules of the Securities and Exchange Commission, and Canadian rules and regulations. 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 ending June 30, 2017 and 2016 for the individual who served as the Company’s Chief Executive Officer (or “CEO”) during the last fiscal year, as well as the Company’s two 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”):
~~Fiscal 2017 Summary Compensation Table~~
Name and Principal Position (a) Fiscal Year
(b) Salary ($)
(c)
Option
Awards⁽¹⁾($)
(f)
Total ($)
(j)
Mark A Smith, Chief Executive Officer, President 2017 (2) $ 270,000 $ 198,688 $ 468,688
2016 (2) $ 270,000 $ 157,972 $ 427,972
Neal Shah, Chief Financial Officer 2017 $ 200,000 $ 122,269 $ 322,269
2016 $ 109,375 $ 73,720 $ 183,095
Scott Honan, Vice President Business Development 2017 $ 225,000 $ 122,269 $ 347,269
2016 $ 212,500 $ 105,315 $ 317,815
John Ashburn, Jr., Vice President, General Counsel and Corporate Secretary 2017 $ 200,000 $ 122,269 $ 322,269
2016 $ 200,000 $ 73,720 $ 273,720
Jim Sims, Vice President External Affairs 2017 $ 200,000 $ 122,269 $ 322,269
2016 $ 116,667 $ 103,348 $ 220,015
~~(1)~~ Reflects the grant date fair value of the option-based awards granted during the reported fiscal years computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Assumptions used in the calculation of these amounts are described in Note 8 in the Company’s consolidated financial statements included above under ITEM~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~.
~~(2)~~ ~~Disclosed amounts paid to KMSmith LLC, an entity controlled by Mr. Smith.~~
~~Narrative Disclosure to Summary Compensation Table~~
~~Compensation Program Design~~
The Board, in conjunction with the Compensation and Organization Committee of the Board (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 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. There were no changes to named executive officer salaries during the fiscal year ended June 30, 2017.

~~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 such cash bonuses were granted to any named executive officer during fiscal 2017.
~~Option-Based Awards~~
The incentive portion of each named executive officer’s compensation package consists primarily of stock options awarded under the Company’s 2016 Incentive Stock Option Plan (the “Stock Option Plan”). Share ownership opportunities through the grant of stock 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 Stock Option 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 Stock Option Plan are proposed/recommended by the CEO, and reviewed 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 Stock Option 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 and the foregoing factors, the resulting proposed option grant (if any) is then submitted to the Board for approval.
During the fiscal year ended June 30, 2017, the Compensation Committee approved all recommendations for the grant of stock options proposed by management, and the named executive officers were granted the following numbers of stock options effective March 6, 2017, each with an exercise price per share of C$0.76: Mr. Smith, 650,000 stock options; Mr. Honan, 400,000 stock options; Mr. Ashburn, 400,000 stock options; Mr. Shah, 400,000 stock options; and Mr. Sims, 400,000 stock options. These stock options generally vest as follows: 50% six months after the grant date, 25% 12 months after the grant date, and the remainder 18 months after the grant date. Stock options generally remain exercisable until five years after the grant date.

~~Employment Agreements~~
The Company and KMSmith, LLC (“KMSmith”) entered into a Consulting Agreement effective September 23, 2013 (the “Smith Agreement”). Under the terms of the Smith Agreement, KMSmith, through Mark Smith, performs the duties and responsibilities of the Chief Executive Officer of the Company and related services, for an indefinite term at a base rate of $270,000 per year, generally payable in equal monthly installments of $22,500. KMSmith also received a one-time signing bonus of $165,000. Any other bonuses and incentive payments are payable at the discretion of the Board of Directors. Mr. Smith is eligible to receive stock options under the Stock Option Plan, as determined by the Board. The Company may terminate the Smith Agreement at any time without notice or payment if (1) KMSmith 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 KMSmith terminates the Smith Agreement on the occurrence of a Triggering Event, the Company shall pay KMSmith a lump sum termination fee equal to the annual salary 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 KMSmith; a material breach by the Company of the Smith Agreement that is not remedied within 30 days of notice; the ceasing 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 salary or any other form of compensation payable by the Company to KMSmith, except where all senior executives or consultants of the Company are subject to relatively similar reductions in such values. KMSmith 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 KMSmith 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 KMSmith terminates the Smith Agreement or KMSmith’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 KMSmith shall be entitled to receive an amount equal to the annual salary 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 KMSmith is entitled to a termination payment with respect to a change of control, any stock options previously granted to Mr. Smith shall become fully vested and shall remain exercisable for the original term of grant despite a termination of KMSmith. Termination payments under the Smith Agreement are generally contingent on a release of claims by KMSmith. The Smith Agreement also includes customary confidentiality and six-month employee non-solicitation provisions. No other named executive officer is party to an employment agreement with the Company.
��
~~Stock Options Under Stock Option Plan~~
In accordance with the Stock Option Plan, the Company granted to its named executive officers stock options during the Company’s 2017 fiscal year; no other equity based awards were granted to the named executive officers during the 2017 fiscal year.
The following table sets forth the outstanding equity awards for each named executive officer at June 30, 2017. The Company has not granted full value stock-based awards to any of its named executive officers.
~~Outstanding Equity Awards at 2017 Fiscal Year End~~
Option Awards
Name (a) Grant Date
Number of
Securities Underlying Unexercised
Options (#) Exercisable
(b)

Number of
Securities Underlying Unexercised
Options (#) Unexercisable
(c)(1)

Option
Exercise Price
(C$) (e)
Option
Expiration
Date
(f)
Mark A. Smith 12/22/2014 300,000 — 0.80 12/22/2017
1/19/2016 562,500 187,500 0.62 1/19/2021
3/7/2017 — 650,000 0.76 3/7/2022
Total 862,500 837,500
Neal Shah 9/2/2014 500,000 — 0.76 9/2/2017
12/22/2014 200,000 — 0.80 12/22/2017
1/19/2016 262,500 87,500 0.62 1/19/2021
3/7/2017 — 400,000 0.76 3/7/2022
Total 962,500 487,500
Scott Honan 7/28/2014 250,000 — 0.65 7/28/2017
12/22/2014 200,000 — 0.80 12/22/2017
1/19/2016 375,000 125,000 0.62 1/19/2021
3/7/2017 — 400,000 0.76 3/7/2022
Total: 825,000 525,000
John Ashburn, Jr. 12/22/2014 500,000 — 0.80 12/22/2017
1/19/2016 262,500 87,500 0.62 1/19/2021
3/7/2017 — 400,000 0.76 3/7/2022
Total 762,500 487,500
Jim Sims 1/19/2016 375,000 125,000 0.62 1/19/2021
3/7/2017 — 400,000 0.76 3/7/2022
Total 375,000 525,000
Total for all Named Executive Officers: 3,787,500 2,862,500

~~(1)~~ Unvested stock options generally vest as follows: 50% six months after the grant date, 25% 12 months after the grant date, and the remainder 18 months after the grant date. Stock options generally remain exercisable until five years after the grant date.
~~Retirement Plan Benefits~~
Each named executive officer is 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.
~~Compensation of Directors~~
~~As at the date of~~ this Annual Report on Form 10-K, which we will file with the ~~Company has five directors, one of which is also a named executive officer, Mr. Smith. For a description~~SEC within 120 days of the ~~compensation paid to Mr. Smith, see “Fiscal 2017 Summary Compensation Table” above.~~
~~The following table sets forth all compensation the Company granted to our directors, other than Mr. Smith, for~~end of the fiscal year ~~ended June 30, 2017:~~to which this report relates.
~~Fiscal 2017 Director Compensation~~
Name (a)
Option Awards⁽¹⁾($)
(d)
Total ($)
(h)
Joseph Carrabba $ 106,986 $ 106,986
Dave Beling $ 91,702 $ 91,702
Michael Morris $ 106,986 $ 106,986
Anna Castner Wightman⁽²⁾ $ 283,170 $ 283,170
Joe Cecil⁽³⁾ $ — $ —
~~(1)~~ITEM 11. Reflects the grant date fair value of the option-based awards granted during the 2017 fiscal year computed in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are described in Note 8 in the Company’s consolidated financial statements included above under ITEM~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~. The aggregate number of option awards outstanding for each non-employee director listed in the table above at the end of fiscal 2017 was as follows: Mr. Carrabba, 1,250,000 stock options; Mr. Beling, 750,000 stock options; Mr. Morris, 1,150,000 stock options; and Ms. Wightman, 800,000 stock options. Stock options held by directors generally vest as follows: 50% six months after the grant date, 25% 12 months after the grant date, and the remainder 18 months after the grant date.
~~(2)~~ ~~Ms. Wightman was appointed to the board on February 23, 2016; however, her initial stock options were not awarded until July 2016.~~
~~(3)~~ Mr. Joe Cecil, a director of the Company since November 14, 2014, determined not to stand for re-election at the Company’s December 9, 2016 Annual General Meeting, and accordingly ceased to be a director on December 9, 2016. Mr. Cecil received no compensation for his services during this period.EXECUTIVE COMPENSATION

~~For~~Incorporated by reference from the information in our proxy statement for the 2022 Annual Meeting of Stockholders or amendment to this Annual Report on Form 10-K, which we will file with the SEC within 120 days of the end of the fiscal year ending June 30, 2017, the directors of the Company did not receive a cash fee for serving on the board of directors of the Company. The directors of the Company have no standard compensation arrangements, or any other arrangements, with the Company, except as herein disclosed. 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 2017 Summary Compensation Table” above.

~~Compensation Committee Interlocks and Insider Participation~~to which this report relates.
During fiscal year ended June 30, 2017, Joseph Carrabba, David Beling and Michael Morris served on the Compensation Committee. None of these individuals was an employee or an officer of the Company during the 2017 fiscal year, was formerly an officer of the Company, or had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Security Ownership~~Incorporated by reference from the information in our proxy statement for the 2022 Annual Meeting of ~~Management~~
~~As of August 25, 2017,~~Stockholders or amendment to this Annual Report on Form 10-K, which we will file with the ~~Company had 202,841,546 Common Shares issued and outstanding. The following table sets forth the beneficial ownership~~SEC within 120 days of the ~~Company’s Common Shares as of August 25, 2017, by each person who serves as a director and/or an executive officer of NioCorp on that date, and the number of shares beneficially owned by all~~end of the ~~Company’s directors and named executive officers as a group:~~fiscal year to which this report relates.
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 President, Chief Executive Officer and Chairman 20,260,445 (2) 9.92 %

Neal Shah
Superior, Colorado, USA Chief Financial Officer 1,304,500 (3) 0.64 %

Scott Honan
Centennial, Colorado, USA Vice President, Business Development 1,030,000 (4) 0.51 %

John Ashburn, Jr.
Littleton, Colorado, USA Vice-President, General Counsel and Corporate Secretary 1,924,452 (5) 0.94 %

Jim Sims
Golden Colorado, USA Vice-President, External Affairs 708,419 (6) 0.35 %

Joseph A. Carrabba
Key Largo, Florida, USA Lead Director 1,175,000 (7) 0..58 %

Michael Morris
San Luis Obispo, California, USA Director 530,250 (8) 0..26 %

David C. Beling
Grand Junction, Colorado, USA Director 850,000 (9) 0.42 %

Anna Castner Wightman
Omaha, Nebraska, USA Director 527,000 (10) 0.26 %

All current directors, executive officers and named executive officers as a group (9 persons) 28,310,066 13.44 %
~~Notes to Security Ownership of Management table shown above:~~
~~(1)~~ ~~Calculated in accordance with Rule 13d-3 of the Exchange Act.~~
~~(2)~~ As of August 25, 2017, Mr. Smith beneficially owns 18,770,445 Common Shares. He has sole voting and investment power with respect to all such Common Shares. He beneficially owns 115,000 exercisable warrants. Each warrant entitles Mr. Smith to acquire one Common Share at a price of C$0.75 until January 2019. In addition, he beneficially owns 1,375,000 vested stock options comprised of the following: On December 22, 2014, Mr. Smith was granted 300,000 options to purchase Common Shares for a period of three years at a price of C$0.80. On January 21, 2016, Mr. Smith was granted 750,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Smith was granted 650,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.

~~(3)~~ As of August 25, 2017, Mr. Shah beneficially owns 54,500 Common Shares. He has sole voting and investment power with respect to all such Common Shares. In addition, he beneficially owns 1,250,000 vested stock options comprised of the following: On September 2, 2014, Mr. Shah was granted 500,000 options to purchase Common Shares for a period of three years at a price of C$0.76. On December 22, 2014, Mr. Shah was granted 200,000 options to purchase Common Shares for a period of three years at a price of C$0.80. On January 21, 2016, Mr. Shah was granted 350,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Shah was granted 400,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(4)~~ As of August 25, 2017, Mr. Honan beneficially owns 130,000 Common Shares. He has sole voting and investment power with respect to all such Common Shares. In addition, he beneficially owns 900,000 vested stock options comprised of the following: On December 22, 2014, Mr. Honan was granted 200,000 options to purchase Common Shares for a period of three years at a price of C$0.80. On January 21, 2016, Mr. Honan was granted 500,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Honan was granted 400,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(5)~~ As of August 25, 2017, Mr. Ashburn beneficially owns 762,226 Common Shares. He shares both voting and investment power with respect to all such Common Shares with his wife. He beneficially owns 112,226 exercisable warrants. Each warrant entitles Mr. Ashburn to acquire one Common Share at a price of C$0.85 until February 2020. In addition, he beneficially owns 1,050,000 vested stock options comprised of the following: On December 22, 2014, Mr. Ashburn was granted 500,000 options to purchase Common Shares for a period of three years at a price of C$0.80. On January 21, 2016, Mr. Ashburn was granted 350,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Ashburn was granted 400,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(6)~~ As of August 25, 2017, Mr. Sims beneficially owns 8,419 Common Shares. He has sole voting and investment power with respect to all such Common Shares. In addition, he beneficially owns 700,000 vested stock options comprised of the following: On January 21, 2016, Mr. Sims was granted 500,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Sims was granted 400,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(7)~~ As of August 25, 2017, Mr. Carrabba beneficially owns 100,000 Common Shares. He has sole voting and investment power with respect to all such Common Shares In addition, he beneficially owns 1,075,000 vested stock options comprised of the following: On December 22, 2014, Mr. Carrabba was granted 500,000 options to purchase Common Shares for a period of three years at a price of C$0.80. On January 21, 2016, Mr. Carrabba was granted 400,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Carrabba was granted 350,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(8)~~ As of August 25, 2017, Mr. Morris beneficially owns 55,250 Common Shares. He shares both voting and investment power with respect to all such Common Shares with his wife. In addition, he beneficially owns 475,000 vested stock options comprised of the following: On January 21, 2016, Mr. Morris was granted 300,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Morris was granted 350,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(9)~~ As of August 25, 2017, Mr. Beling beneficially owns 350,000 Common Shares held in the name of The Beling Family Trust. He shares both voting and investment power with respect to all such Common Shares with his wife as the only trustees of The Beling Family Trust. In addition, he beneficially owns 500,000 vested stock options comprised of the following: On December 22, 2014, Mr. Beling was granted 50,000 options to purchase Common Shares for a period of three years at a price of C0.80. On January 21, 2016, Mr. Beling was granted 300,000 options to purchase Common Shares for a period of five years at a price of C$0.62 and vest over a period of 18 months with 100% having vested at this time. On March 6, 2017, Mr. Beling was granted 300,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.
~~(10)~~ As of August 25, 2017, Mrs. Wightman beneficially owns 2,000 Common Shares. She shares both voting and investment power with respect to all such Common Shares with her husband. In addition, she beneficially owns 525,000 vested stock options comprised of the following: On July 21, 2016, Mrs. Wightman was granted 500,000 options to purchase Common Shares for a period of five years at a price of C$0.94 which vest over a period of 18 months with 75% having vested at this time. On March 6, 2017, Mrs. Wightman was granted 300,000 options to purchase Common Shares for a period of five years at a price of C$0.76 which vest over a period of 18 months with 50% having vested in the next 60 days.

~~Security Ownership of Certain Beneficial Owners~~
As of August 29, 2017, the Company is not aware of any persons that beneficially own more than 5% of its outstanding Common Shares who does not serve as an executive officer or director of the Company.
~~Employee/Director Hedging Is Not Permitted~~
~~The Company’s insider trading policy prohibits hedging in the Company’s securities by employees, officers and directors of the Company or their designees.~~
~~Change in Control Arrangements~~
As of August 29, 2017, there are no arrangements known to us that would result in a change in control of the Company. We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.
~~Equity Compensation Plan Information~~
The Company has an incentive stock option plan under which stock options are granted. Stock options have been determined by the Company’s directors and are only granted in compliance with applicable laws and regulatory policy.
~~The following is provided with respect to compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance as of June 30, 2017.~~
Plan Category Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights
(a) Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
(b) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
Equity Compensation Plans Approved by Security Holders⁽¹⁾ 16,605,000 C$ 0.73 32,272,633 ⁽²⁾
Equity Compensation Plans Not Approved by Security Holders N/A N/A N/A
Total 16,605,000 C$ 0.73 32,272,633
~~(1)~~ ~~Represents options granted pursuant to the Company’s Stock Option Plan.~~
~~(2)~~ Generally, the maximum aggregate number of Common Shares which may be made issuable pursuant to the exercise of stock options granted under the Stock Option Plan at any particular time (together with those Common Shares which may be issued pursuant to any other security-based compensation plan of the Company or any other options for services granted by the Company at such time) will be a maximum of ten percent (10%) of the number of issued and outstanding Common Shares at such time, provided that if any stock option subject to the Stock Option Plan is exercised, forfeited, expires, is terminated or is cancelled for any reason whatsoever, then the Common Shares previously subject to such stock option are automatically reloaded and available for future stock option grants.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

~~Related Party Transactions~~
~~The following sets forth~~Incorporated by reference from the information ~~regarding transactions between~~in our proxy statement for the ~~Company (and its subsidiaries) and its officers, directors and significant shareholders since July 1, 2014.~~

~~Loan Transactions:~~
~~On June 17, 2015, the Company entered into the Original Smith Loan in the amount~~2022 Annual Meeting of ~~$1.5 million with Mark A. Smith, Chief Executive Officer and Executive Chairman of NioCorp.~~
~~On July 1, 2015, the Company entered into a non-revolving credit facility agreement (collectively,~~Stockholders or amendment to this Annual Report on Form 10-K, which we will file with the Original Smith Loan, the “Smith Loans”) in the amount of $2.0 million with Mark Smith and completed a drawdown of $0.5 million on that day, and an additional $0.1 million was drawn under the credit facility on December 2, 2015. A total indebtedness of $2.1 million (comprised of $0.6 million under the credit facility and $1.5 million under the Original Smith Loan) was outstanding as of December 31, 2015. Both arrangements bear an interest rate of 10%, are secured by the Company’s assets pursuant to a general security agreement, are subject to both a 2.5% establishment fee and 2.5% prepayment fee.
~~On January 13, 2016, the Company repaid $1.1 million~~SEC within 120 days of the ~~outstanding Smith Loans, representing 100% of amounts drawn down under the credit facility, plus $0.5 million~~end of the ~~amount due under the one-year loan plus accrued interest of $108,461.~~
~~Effective June 16, 2016, the Company and Mr. Smith agreed to extend the due date for the remaining loan amount of $1 million until June 16, 2017.~~
~~On January 16, 2017, the Company and Mr. Smith entered into the Smith Credit Agreement pursuant~~fiscal year to which Mr. Smith agreed to make available to the Company a credit facility of up to $2.0 million. Under the Smith Credit Agreement, Mr. Smith has agreed to advance amounts requested by the Company under the credit facility (the “Loan”) up to the $2.0 million maximum. The credit facility is non-revolving and amounts paid back under the terms of the Smith Credit Agreement do not again become available for drawdowns at the request of the Company.this report relates.
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. Interest on the Loan will be computed on the basis of a 360-day year comprised on twelve 30-day months. 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 date of expiration of the Smith Credit Agreement, on January 16, 2018 or upon the occurrence of an Event of Default (as described below). The Company can pre-pay the Loan at any time without notice and without penalty or prepayment fees.
Drawdowns under the Smith Credit Agreement must be made on a business day before the expiration date for a minimum amount of $10,000 and not cause to total amount advanced to exceed $2,000,000. Further, Mr. Smith must have received the written drawdown request along with payment of the establishment fee. Each drawdown request is subject to the consent of Mr. Smith, which may be withheld in Mr. Smith’s sole discretion.
Under the terms of the Smith Credit Agreement, the Company has covenanted that so long as monies are outstanding under the Loan, it will: (a) repay, or cause to be repaid, the Loan and all other monies required to be paid to Mr. Smith in accordance with the Smith Credit Agreement and (b) duly observe and perform all obligations and agreement set forth in the Smith Credit Agreement.
The following occurrences will trigger an Event of Default under the Smith Credit Agreement, causing the principal amount of the Loan outstanding, plus accrued interest, costs and all other monies owing to Mr. Smith to immediately become payable upon demand by Mr. Smith: (a) if the Company shall default in any payment of principal, interest or other amount when the same is required under the Smith Credit Agreement and such default has continued for a period of seven days after notice in writing has been given by Mr. Smith to the Company regarding such default, (b) if the Company shall become insolvent, make a general assignment for the benefit of its creditors, or passes a resolution for the winding-up, merger or amalgamation of the Company, or the Company declares bankruptcy or a receiver is appointed under applicable law, or a compromise or arrangement is proposed by the Company to its creditors, or the occurrence of similar events, or (c) if the Company defaults in observing or performing any other covenant or agreement of the Smith Credit Agreement and such default has continued for a period of seven days after notice in writing has been given by Mr. Smith to the Company regarding such default.

The Smith Credit Agreement is secured, along with the $1.0 million outstanding under the Original Smith Loan, by all of the Company’s assets pursuant to a general security agreement between the Company and Mr. Smith dated June 17, 2015.
On March 24, 2017, we announced that we had entered into amending agreements dated March 20, 2017, with Mr. Smith to extend the due dates of the Smith Credit Agreement and Original Smith Loan to June 16, 2018 and June 17, 2018, respectively.
~~During the years ended June 30, 2017 and 2016, the Company paid interest of $71,000 and $108,000, respectively, under the Smith loans, with $99,000 remaining payable as of June 30, 2017.~~
~~As of August 29, 2017, there was $1,000,000 and $175,000 principal amount outstanding under the Smith Loans and the Smith Credit Agreement, respectively.~~
~~Director Independence~~
As of August 29, 2017, the Company’s Board of Directors consists of Messrs. Smith, Carrabba, Beling, Morris and Ms. Wightman. The Company utilizes the definition of “independent” as it is set forth in Section 803A of the NYSE MKT Company Guide. 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. Carrabba, Beling, Morris and Ms. Wightman are considered independent directors. In addition, Mr. Joe Cecil, a director of the Company since November 14, 2014, determined not to stand for re-election at the Company’s December 9, 2016 Annual General Meeting, and accordingly ceased to be a director on December 9, 2016. Mr. Cecil was considered to be an independent director prior to his departure from the board.
80
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

~~The following table presents fees~~Incorporated by reference from the information in our proxy statement for ~~professional services rendered by BDO USA, LLP for each~~the 2022 Annual Meeting of Stockholders or amendment to this Annual Report on Form 10-K, which we will file with the SEC within 120 days of the ~~last two fiscal years for the audit~~end of the ~~Company’s annual financial statements and review of financial statements included in the Company’s filings and fees billed for other services rendered by BDO USA, LLP during those periods.~~fiscal year to which this report relates.
99

Financial Year
Ending June 30,

Audit Fees
($)
Audit Related Fees ($)
Tax Fees
($)

All Other Fees
($)
2017 290,000 — 16,347 —
2016 148,000 — 28,459 —
PART IV
~~(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 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. 2017 Audit Fees include fees for consent reviews and comfort letters related to regulatory filings in the United States and Canada.
~~(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, 2017 and 2016, these tax services included the preparation of Canadian, U.S. and Nebraska tax returns and tax planning and tax advice services.
~~(4)~~ ~~“All Other Fees” includes all other non-audit services.~~
~~Pre-approval Policies~~
Our policy has been for the Audit Committee 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 our independent auditors and subsequently reviewed the actual fees and expenses paid to BDO USA, LLP. The Audit Committee has determined that the fees paid to BDO USA, LLP for services are compatible with maintaining BDO USA, LLP’s independence as our auditors. All of the services provided by BDO USA LLP during the year ended June 30, 2017 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

~~PART IV~~
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~~report thereon of BDO USA, LLP dated ~~August 29, 2017~~September 6, 2022, except as to the effects of 2, for which the date is October 28, 2022, are included as part of Item 8, ~~Financial~~“Financial Statements and Supplementary Data,” commencing on page 4552 above.
Page
~~Page~~
~~Reports~~Report of Independent Registered Public Accounting ~~Firms~~Firm
(BDO USA, LLP; Spokane, Washington; PCAOB ID#243) 4654

Consolidated Balance Sheets 4756

Consolidated Statements of Operations and Comprehensive Loss 4857

Consolidated Statements of Cash Flows 4958

Consolidated Statements of ~~Shareholders~~ Equity 5059

Notes to Consolidated Financial Statements 5160

~~(2)~~(a) ~~Exhibits:~~Exhibits
Exhibit No.
Title
3.1(1) Notice of Articles dated April 5, 2016
3.2(1) Articles, as amended, effective as of January 27, 2015
4.1(6) Form of Subscription Agreement in respect of units of the Company issued in July 2017
4.2(17) Subscription Agreement, dated as of December 18, 2020, between the Company and Nordmin Engineering Ltd.
4.3(17) Form of Nordmin Note
4.4(17) Form of Nordmin Warrant Certificate
4.5(18) Convertible Security Funding Agreement, dated February 26, 2021, between the Company and Lind Global Asset Management III, LLC
4.6(19) Form of Lind Warrant Certificate, in respect of Lind III Warrants
4.7(22) Amendment #1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management III, LLC
4.8(19) Form of Subscription Agreement in respect of units of the Company issued in May 2021
4.9(20) Form of Warrant Certificate in respect of warrants issued in May 2021
4.10(20) Non-Transferable Broker Warrant Certificate, dated May 10, 2021, in respect of non-transferable broker warrants issued to Research Capital Corporation
4.11(23) Form of Subscription Agreement in respect of units of the Company issued in June 2022

~~Reference is made to the Exhibit Index beginning on page 84 hereof.~~
4.12(23) Form of Warrants in respect of warrants issued in June 2022
4.13(24) Non-Transferable Broker Warrant Certificate, dated June 30, 2022, in respect of non-transferable broker warrants issued to Research Capital Corporation
4.14(24) Non-Transferable Broker Warrant Certificate, dated June 30, 2022, in respect of non-transferable broker warrants issued to Red Cloud Securities, Inc.
4.15(24) Description of Securities
10.1#(8) NioCorp Developments Ltd. Long Term Incentive Plan, effective as of November 9, 2017
10.2#(1) Consulting Agreement, dated May 13, 2014, between the Company and KMSmith, LLC
10.3#(14) Amendment to Contract, dated September 1, 2019, between the Company and KMSmith, LLC
10.4#(14) Contract Assignment and Novation Agreement, dated as of August 31, 2020, among the Company, KMSmith, LLC and 76 Resources, Inc.
10.5#(24) Contract Assignment and Novation Agreement, dated as of August 1, 2021, among the Company, 76 Resources, Inc. and 76 Resources, LLC
10.6(2)** Offtake agreement, dated June 13, 2006, between the Company and CMC Cometals, a division of Commercial Metals Company
10.7 Amendment No. 1 to Offtake Agreement, dated April 13, 2020, between the Company and Traxys North America LLC, as assignee
10.8(7) Offtake agreement with ThyssenKrupp Metallurgical Products GmbH
10.9(14)**, *** Woltemath 003J Amended and Restated Option to Purchase, dated January 4, 2017, among ECRC and Victor L. and Juanita E. Woltemath
10.10(14)**, *** Woltemath 003J Extension to Option to Purchase, dated December 23, 2019, among ECRC and Victor L. and Juanita E. Woltemath
10.11(3) Smith Credit Agreement
10.12(4) Amending Agreement to Smith Credit Agreement, dated March 20, 2017, between the Company and Mark Smith
10.13(9) Amending Agreement to Smith Credit Agreement, dated April 6, 2018, between the Company and Mark Smith
10.14(10) Amending Agreement to Smith Credit Agreement, dated May 31, 2019, between the Company and Mark Smith
10.15(11) Amending Agreement to Smith Credit Agreement, dated January 17, 2020, between the Company and Mark Smith
10.16(12) Amending Agreement to Smith Credit Agreement, dated April 3, 2020, between the Company and Mark Smith
10.17(13) Amending Agreement to Smith Credit Agreement, dated June 10, 2020, between the Company and Mark Smith
10.18(16) Amending Agreement to Smith Credit Agreement, dated December 14, 2020, between the Company and Mark Smith
10.19(21) Amending Agreement to Smith Credit Agreement, dated December 13, 2021, between the Company and Mark Smith
10.20(23) Amending Agreement to Smith Credit Agreement, dated June 29, 2022, between the Company and Mark Smith
10.21(5) Security Agreement, dated June 17, 2015, from the Company to Mark Smith
10.22(15) NioCorp Developments Ltd. Long Term Incentive Plan, as amended
21.1(1) Subsidiaries of NioCorp Developments Ltd.
23.1 Consent of BDO USA, LLP
23.2(24) Consent of Dahrouge Geological Consulting USA Ltd.
23.3(24) Consent of Understood Mineral Resources Ltd.
23.4(24) Consent of Optimize Group Inc.
23.5(24) Consent of Tetra Tech
23.6(24) Consent of Adrian Brown Consultants Inc.
23.7(24) Consent of Magemi Mining Inc.
23.8(24) Consent of L3 Process Development
23.9(24) Consent of Olsson
23.10(24) Consent of A2GC
23.11(24) Consent of Metallurgy Concept Solutions
23.12(24) Consent of Scott Honan, M.Sc., SME-RM, NioCorp
23.13(24) Consent of Everett Bird, P.E., Cementation
23.14(24) Consent of Alex Broili, P.E., Cementation
23.15(24) Consent of Matt Hales, P.E., Cementation

23.16(24) Consent of Mahmood Khwaja, P.E., CDM Smith
23.17(24) Consent of Martin Lepage, P.Eng., Ing., Cementation
23.18(24) 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(24) S-K 1300 Elk Creek Technical Report Summary
101.INS(25) XBRL Instance Document
101.SCH(25) XBRL Taxonomy Extension – Schema
101.CAL(25) XBRL Taxonomy Extension – Calculations
101.DEF(25) XBRL Taxonomy Extension – Definitions
101.LAB(25) XBRL Taxonomy Extension – Labels
101.PRE(25) XBRL Taxonomy Extension – Presentations
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

# 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 Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the SEC on July 26, 2016 and incorporated herein by reference.
(2) 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.
(3) 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 20, 2017 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 March 24, 2017 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No. 333-217272) filed with the SEC on April 12, 2017 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on August 1, 2017 and incorporated herein by reference.
(7) 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.
(8) 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.
(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 April 9, 2018 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 June 5, 2019 and incorporated herein by reference.

(11) 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 17, 2020 and incorporated herein by reference.
(12) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on April 3, 2020 and incorporated herein by reference
(13) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on June 10, 2020 and incorporated herein by reference.
(14) 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.
(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 6, 2020 and incorporated herein by reference.
(16) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on December 14, 2020 and incorporated herein by reference.
(17) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on December 18, 2020 and incorporated herein by reference.
(18) 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.
(19) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on May 12, 2021 and incorporated herein by reference.
(20) Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (File No. 333-257195) filed with the SEC on June 21, 2021 and incorporated herein by reference.
(21) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on December 13, 2021 and incorporated herein by reference.
(22) 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.
(23) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on June 30, 2022 and incorporated herein by reference.
(24) 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.
(25) Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, 2022 and June 30, 2021, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2022, 2021 and 2020, (iii) the Consolidated Statements of Cash Flows for the years ended June 30, 2022, 2021 and 2020, (iv) the Consolidated Statements of Changes in Equity for the years ended June 30, 2022, 2021 and 2020, (v) the Notes to the Consolidated Financial Statements.
ITEM 16. FORM 10–K SUMMARY

None.

82

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

~~August 29, 2017~~ October 31, 2022

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 ~~August 29, 2017.~~October 31, 2022.

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
~~Mark A. Smith~~
/s/ Neal Shah Chief Financial Officer (Principal Financial and ~~Accounting Officer)~~
Neal Shah Accounting Officer)
~~/s/ Joseph A. Carrabba~~
~~Director~~
~~Joseph A. Carrabba~~
/s/ Michael Morris
Director
Michael Morris
/s/ David C. Beling
Director
David C. Beling
/s/ Anna Castner Wightman
Director
Anna Castner Wightman
/s/ Nilsa Guerrero-Mahon Director
Nilsa Guerrero-Mahon
/s/ Fernanda Fenga Director
Fernanda Fenga
/s/ Peter Oliver Director
Peter Oliver

~~INDEX TO EXHIBITS~~
~~Exhibit No.~~
~~Title~~
~~3.1(1)~~ ~~Notice of Articles dated April 5, 2016~~
~~3.2(1)~~ ~~Articles, as amended, effective as of January 27, 2015~~
~~4.1(1)~~ ~~Special Warrant Indenture, dated November 10, 2014, between the Company and Computershare Trust Company of Canada~~
~~4.2(1)~~ ~~Special Warrant Indenture, dated February 27, 2015, between the Company and Computershare Trust Company of Canada~~
~~4.3(1)~~ ~~Warrant Indenture, dated November 10, 2014, between the Company and Computershare Trust Company of Canada~~
~~4.4(1)~~ ~~Warrant Indenture, dated February 27, 2015, between the Company and Computershare Trust Company of Canada~~
~~4.5(4)~~ ~~Warrant Indenture, dated February 14, 2017, between the Company and Computershare Trust Company of Canada~~
~~4.6(4)~~ ~~Form of Subscription Agreement in respect of units of the Company issued in February 2017~~
~~4.7(6)~~ ~~Warrant Certificate, dated March 31, 2017, in respect of warrants issued to Lind~~
~~4.8(8)~~ ~~Agency Agreement, dated July 26, 2017, between the Company and Mackie~~
~~4.9(8)~~ ~~Form of Subscription Agreement in respect of units of the Company issued in July 2017~~
~~4.10(8)~~ ~~Non-Transferable Broker Warrant Certificate, dated July 26, 2017, in respect of non-transferable broker warrants issued to Mackie~~
~~4.11(8)~~ ~~Warrant Indenture, dated July 26, 2017, between the Company and Computershare Trust Company of Canada~~
~~10.1#(1)~~ ~~2016 Incentive Stock Option Plan~~
~~10.2#(1)~~ ~~Consulting Agreement, dated May 13, 2014, between the Company and KMSmith, LLC~~
10.3(2)** ~~Offtake Agreement, dated June 13, 2006, between the Company and CMC Cometals, a division of Commercial Metals Company~~
~~10.4~~ ~~Offtake agreement with ThyssenKrupp Metallurgical Products GmbH~~
10.5(2)** ~~Beethe008 Extension to Option to Purchase, dated April 27, 2015, among ECRC and Elda E. Beethe and Beverly J. Beethe~~
10.6(2)** ~~Woltemath 003 Extension to Option to Purchase, dated December 30, 2014, among ECRC and Victor L. and Juanita E. Woltemath~~
~~10.7(3)~~ ~~Smith Credit Agreement~~
~~10.8(5)~~ ~~Amending Agreement to Smith Credit Agreement, dated March 20, 2017, between the Company and Mark Smith~~
~~10.9~~ ~~Original Smith Loan~~
~~10.10(5)~~ ~~Amending Agreement to Original Smith Loan, dated March 20, 2017, between the Company and Mark Smith~~
~~10.11 (7)~~ ~~Security Agreement, dated June 17, 2015, from the Company to Mark Smith~~
~~10.12 (1)~~ ~~Convertible Security Funding Agreement between the Company and Lind Asset Management IV, LLC, dated December 14, 2015~~
~~10.13~~ ~~Amendment #1 to Lind Agreement, dated September 26, 2016, between the Company and Lind~~
~~10.14~~ ~~Amendment #2 to Lind Agreement, dated December 29, 2016, between the Company and Lind~~
~~10.15(5)~~ ~~Amendment #3 to Lind Agreement, dated March 2017, between the Company and Lind~~
~~10.16~~ ~~Amendment #4 to Lind Agreement, dated April 21, 2017, between the Company and Lind~~
~~10.17~~ ~~Amendment #5 to Lind Agreement, dated June 1, 2017, between the Company and Lind~~
~~10.18~~ ~~Amendment #6 to Lind Agreement, dated August 10, 2017, between the Company and Lind~~
~~21.1(1)~~ ~~Subsidiaries of NioCorp Developments Ltd.~~
~~23.1~~ ~~Consent of BDO USA, LLP.~~
~~23.2~~ ~~Consent of Joanna Poeck, BEng Mining, SME-RM, MMSAQP #01387QP~~
~~23.3~~ ~~Consent of Ben Parsons, MSc, MAusIMM (CP)~~
~~23.4~~ ~~Consent of Eric Larochelle, B.Eng~~
~~23.5~~ ~~Consent of Jeff Osborn, BSc Mining, MMSAQP (SRK Principal Consultant, Mining Engineer)~~
~~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~~
~~101.INS(9)~~ ~~XBRL Instance Document~~
~~101.SCH(9)~~ ~~XBRL Taxonomy Extension – Schema~~
~~101.CAL(9)~~ ~~XBRL Taxonomy Extension – Calculations~~
~~101.DEF(9)~~ ~~XBRL Taxonomy Extension – Definitions~~
~~101.LAB(9)~~ ~~XBRL Taxonomy Extension – Labels~~
~~101.PRE(9)~~ ~~XBRL Taxonomy Extension – Presentations~~
# ~~Management compensation plan, arrangement or agreement.~~
** ~~Certain portions of this exhibit have been redacted pursuant to a confidential treatment request filed with the SEC on September 20, 2016.~~
~~(1)~~ ~~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.~~
~~(2)~~ ~~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.~~
~~(3)~~ ~~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 20, 2017 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 21, 2017 and incorporated herein by reference.~~
~~(5)~~ ~~Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on March 24, 2017 and incorporated herein by reference.~~
~~(6)~~ ~~Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on April 5, 2017 and incorporated herein by reference.~~
~~(7)~~ ~~Previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (Registration No. 333-217272) filed with the SEC on April 12, 2017 and incorporated herein by reference.~~
~~(8)~~ ~~Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on August 1, 2017 and incorporated herein by reference~~
~~(9)~~ Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at June 30, 2017 and June 30, 2016, (ii) the Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2017, 2016 and 2015, (iii) the Consolidated Statements of Cash Flows for the years ended June 30, 2017, 2016 and 2015, (iv) the Consolidated Statements of Changes in Equity for the years ended June 30, 2017, 2016 and 2015, (v) the Notes to the Consolidated Financial Statements.

British Columbia, Canada			98-1262185
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not Applicable	Not Applicable	Not Applicable

Glossary of Terms			i
~~SEC Industry Guide 7~~S-K 1300 Definitions			viv
Metric Equivalents			vivii
~~Cautionary Note to U.S. Investors Regarding Mineral Reserve and Resource Estimates~~			vi
Currency and Exchange Rates			viviii
PART I				1
ITEM 1.	BUSINESS		1
	Introduction		1
	Historical Development of the Business		1
	~~Loss of Foreign Private Issuer Status under U.S. Securities Laws~~		1
	Emerging Growth Company Status		2
	~~Geographic and Segment Information~~Corporate Structure		2
	~~Corporate Structure~~Business Operations		2
	~~Business Operations~~		2
	Competitive Business Conditions		43
	~~Specialized Skill and Knowledge~~Cycles		43
	~~Cycles~~Economic Dependence		4
	~~Seasonality~~Government Regulation		54
	~~Economic Dependence~~Human Capital		56
	~~Government Regulation~~Forward-Looking Statements		56
	~~Employees~~Available Information		78
ITEM 1A.	~~Forward-Looking Statements~~RISK FACTORS		79
	~~Available Information~~		8
~~ITEM 1A.~~	~~RISK FACTORS~~		9
	Risks Related to Our Business		9
	Risks Related to Mining and Exploration		1112
	~~Risk~~Risks Related to Government Regulation	17
	Risks Related to Our Debt ~~Securities~~		1819
	Risks Related to the Common Shares		19
ITEM 1B.	UNRESOLVED STAFF COMMENTS		2122
ITEM 2.	PROPERTIES		2122
ITEM 3.	LEGAL PROCEEDINGS		3541
ITEM 4.	MINE SAFETY DISCLOSURES		35

~~PART II~~			3642
PART II		42
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER ~~PURCHASE~~PURCHASES OF EQUITY SECURITIES		3642
	Market Information		3642
	Holders		3642
	Dividends		3642
	Securities Authorized for Issuance Under Equity Compensation Plans		3642
	~~Exchange Controls~~Purchases of Equity Securities by the Company		3742
	Recent Sales of Unregistered Securities	42
	Exchange Controls	43
	Certain Canadian Federal Income Tax Considerations for U.S. Residents		3743
ITEM 6.	~~SELECTED FINANCIAL DATA (dollars in thousands, except per share amounts)~~RESERVED		3844
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS		3844
	Restatement of Previously Issued Financial Statements	44
	Summary of Consolidated Financial and Operating Performance		3944
	Results of Operations		3945
	Liquidity and Capital Resources		4047
	~~Operating Activities~~		41
	Cash Flow Considerations		4250
	~~Off-Balance Sheet Arrangements~~Environmental		4251
	~~Environmental~~Forward-Looking Statements		4351
	~~Forward-Looking Statements~~Accounting Developments		4351
	Critical Accounting ~~Developments~~Estimates and Recent Accounting Pronouncements		4351
	~~Critical Accounting Policies~~Other		4352
	~~Other~~		44
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		4553
	Interest rate risk		4553
	Foreign currency exchange risk		4553
	Commodity price risk		4553

0896800	0896800 B.C. Ltd., a ~~wholly-owned~~wholly owned subsidiary of the Company and 100% owner of ECRC
~~BCSC~~2019 NI 43-101 Elk Creek Technical Report	~~British Columbia Securities Commission~~A CIM-compliant NI 43-101 technical report for the Elk Creek Project filed on SEDAR on May 29, 2019, with an effective date of April 16, 2019
~~CAPEX~~2022 Elk Creek Feasibility Study	~~Capital expenditures~~A feasibility study prepared by qualified persons, the results of which are summarized in the 2022 NI 43-101 Elk Creek Technical Report and the S-K 1300 Elk Creek Technical Report Summary.
~~CIM~~2022 NI 43-101 Elk Creek Technical Report	A CIM-compliant NI 43-101 technical report for the Elk Creek Project filed on SEDAR on June 28, 2022, with an effective date of June 28, 2022
Air Permit	A State of Nebraska permit which describes all the prospective air emissions from a facility
CIM	Canadian Institute of Mining and Metallurgy
~~CMC~~	~~CMC Cometals, a division of Commercial Metals Company of Fort Lee, New Jersey~~
~~CMC Agreement~~	~~The Offtake Agreement dated June 2016 by and between the Company and CMC~~
Common Shares	The Common Shares, without par value, in the capital stock of NioCorp as the same are constituted on the date hereof, as traded on the TSX
~~cut-off grade~~COVID-19	The ~~lowest grade~~disease caused by a novel strain of ~~mineralized material~~coronavirus that ~~qualifies as ore~~the World Health Organization declared a global pandemic in ~~a given deposit, that is, material of the lowest assay value that is included in a resource/reserve estimate~~March 2020
~~Deposit~~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.
~~Diamond Drilling~~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
~~ECRC~~Dodd-Frank Act	The United States Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
ECRC	Elk Creek Resources Corp., a private Nebraska corporation and ~~wholly-owned~~wholly owned subsidiary of 0896800
~~Elk Creek Feasibility Study~~	~~A CIM-compliant NI 43-101 feasibility study for the~~ Elk Creek Project ~~filed on SEDAR on August 10, 2017~~
~~Elk Creek Project~~	NioCorp’s niobium, scandium, and titanium project located on the Elk Creek Property
Elk Creek Property	NioCorp’s Carbonatite property located in Southeast Nebraska, USA on which the Elk Creek Project is located
EPA	The United States Environmental Protection Agency
~~Ferroniobium~~Exchange Act	United States Securities Exchange Act of 1934, as amended
Ferroniobium or FeNb	An iron-niobium alloy, with a niobium content of 60-70%
~~feasibility study~~grade	A comprehensive study of a mineral deposit in which all geological, engineering, legal, operating, economic, social, environmental, and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a final decision by a financial institution to finance the development of the deposit for mineral production
~~First Tranche Increase~~	~~NioCorp’s right to call an additional $1.0 million under the Lind Agreement~~

☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the ~~Fiscal Year Ended~~ fiscal year ended June 30, ~~2017~~2022
OR
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


7000 South Yosemite Street, Suite 115Centennial, CO ~~Centennial, CO~~ (Address of ~~Principal Executive Offices)~~ principal executive offices)			80112 ~~80112~~ (Zip ~~code)~~Code)

Registrant’s telephone number, including area code: (855) 264-6267

~~First Tranche Increase Warrants~~	~~Warrants issued to Lind upon funding of the First Tranche Increase~~
~~grade~~	A particular quantity of ~~ore~~metal or mineral, relative to other constituents, in a specified quantity of rock

~~host~~	~~A rock or mineral that is older than rocks or minerals introduced into it or formed within it~~
~~host rock~~	~~A body of rock serving as a host for other rocks or for mineral deposits, or any rock in which ore deposits occur~~
HSLA steel	High-strength low-alloy steel
~~Initial Convertible Security~~Lind III	~~The first issuance under the~~ Lind ~~Agreement with a face value of $5.4 million~~
~~Lind~~	~~Lind~~Global Asset Management ~~IV,~~III, LLC, an entity managed by The Lind Partners, a New York based asset management firm
Lind III Agreement	NioCorp’s definitive convertible security funding agreement with Lind III dated ~~December 14, 2015~~February 16, 2021
~~Mackie~~Lind III Convertible Security	~~Mackie Research Capital Corporation~~a convertible security dated as of February 16, 2021, issued to Lind III pursuant to the Lind III Agreement with a face value of $11,700,000 (representing $10,000,000 in funding plus an implied 8.5% interest rate per annum for the term of the Lind III Convertible Security)
Lind III Warrants	8,558,000 Common Share purchase warrants, exercisable at a price per Common Share of C$0.97, expiring February 19, 2025, and issued on February 19, 2021, to Lind III pursuant to the Lind III Agreement
LoM	Life of Mine, the period from the beginning of construction to the end of mine life
Mark Smith	Chief Executive Officer, President, and Executive Chairman of NioCorp
~~Mineral Reserve~~NAAQS	The ~~economically and legally mineable part~~U.S. National Ambient Air Quality Standards limits on atmospheric concentration of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study under NI 43-101 standards or a bankable feasibility study under SEC Industry Guide 7 Standards. This study must include adequate information on mining, processing, metallurgical, economic,six pollutants that cause smog, acid rain, and other ~~relevant factors that demonstrate, at~~health hazards, as established by the ~~time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined and processed.~~EPA
~~Mineral Resource~~NDEE	~~A concentration or occurrence~~Nebraska Department of ~~natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form~~Environment and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics, and continuity of a mineral resource are known, estimated, or interpreted from specific geological evidence and knowledge. The term “mineral resource” covers mineralization and natural material of intrinsic economic interest which has been identified and estimated through exploration and sampling and within which mineral reserves may subsequently be defined by the consideration and application of technical, economic, legal, environmental, socio-economic, and governmental factors. The phrase “reasonable prospects for economic extraction” implies a judgment by a qualified person (as that term is defined in NI 43-101) in respect of the technical and economic factors likely to influence the prospect of economic extraction. A mineral resource is an inventory of mineralization that, under realistically assumed and justifiable technical and economic conditions, might become economically extractable.

	~~Inferred Mineral Resource:~~ Under CIM standards, an Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes.Energy
NI 43-101	~~Indicated Mineral Resource:~~ Under CIM standards, an Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
	~~Measured Mineral Resource:~~ Under CIM standards, a Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling, and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings, and drill holes that are spaced closely enough to confirm both geological and grade continuity.
	SEC Industry Guide 7 does not define “mineral resources” and typically mineral resources may not be disclosed in reports filed with the SEC. See “Cautionary Note to U.S. Investors Regarding Estimates of Mineral Reserves and Mineral Resources” below.
~~National Instrument 43-101 (or NI 43-101)~~	National Instrument 43-101 of the Canadian Securities Administrators entitled “Standards of Disclosure for Mineral Projects”
Nbniobium or ~~niobium~~Nb	The element niobium (atomic number 41), a transition metal primarily used in the production of HSLA steel
Nb₂O₅	Niobium pentoxide, a commercial form of refined niobium
NioCorp, we, us, our or the Company	NioCorp Developments Ltd.
NSR	Net Smelter Return, the net revenue that the owner of a mining property receives from the sale of the ~~mine’s~~mine's products less transportation and refining costs
~~October 2015 PEA~~Nordmin	~~NioCorp’s Amended Preliminary Economic Assessment dated October 16, 2015~~The Nordmin Group of Companies
Nordmin Note	A convertible note in the principal amount of approximately $1,872,000 issued by the Company to Nordmin pursuant to a convertible note and warrant subscription agreement, dated as of December 18, 2020, between NioCorp and Nordmin
Offtake Agreement	An ~~offtake agreement is an~~ agreement between NioCorp and a third party for the purchase and sale of products to be produced from the Elk Creek Project
~~OPEX~~OTP	~~Operating expenditures~~An option to purchase agreement between NioCorp’s wholly owned subsidiary ECRC and an individual landowner relating to land and/or mineral rights

~~Original Smith Loan~~Rare earth elements, rare earths or REEs	A ~~loan~~group of 15 elements referred to as the lanthanide series in the ~~amount~~periodic table of ~~$1.5 million with Mark Smith, dated June 17, 2015~~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.
~~PEA~~Rare earth products	~~A Preliminary Economic Assessment,~~Commercial rare earth products currently being examined for production by the Company, including neodymium-praseodymium oxide (sometimes referred to as ~~defined by NI 43-101~~didymium oxide), dysprosium oxide, and terbium oxide. These are the primary rare earths compounds used to manufacture the world’s most powerful permanent magnets.
Scscandium or ~~scandium~~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.
~~SEC~~Sc₂O₃	Scandium trioxide, the primary form of refined scandium
SEC	United States Securities and Exchange Commission
Securities Act	United States Securities Act of 1933, as amended
SEDAR	System for Electronic Document Analysis and Retrieval, the electronic filing system for the disclosure documents of issuers across Canada
~~SGS~~S-K 1300	~~SGS Canada Inc.~~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 and filed as Exhibit 96.1 to this Annual Report on Form 10-K
Smith Credit Agreement	A non-revolving credit facility agreement ~~in the amount of $2.0 million~~ with Mark Smith, dated January 16, 2017, as amended, of which $2.0 million is outstanding at June 30, 2022 and $0.7 million remains available for borrowing.
~~SGS facility~~titanium or Ti	~~A metallurgical testing facility located in Lakefield, Ontario owned and operated by SGS~~
~~SRK~~	~~SRK Consulting (US) Inc.~~
~~Ti or titanium~~	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.
TKTiO₂	~~ThyssenKrupp Metallurgical Products GmbH~~Titanium dioxide, a commercial form of refined titanium
~~TK Agreement~~TSF	~~The Offtake Agreement dated November 10, 2014 by~~An engineered and ~~between the Company~~lined tailings storage facility constructed as a permanent repository for wastes produced from mining and TKproduction of niobium, scandium and titanium products
TSX	The Toronto Stock Exchange
~~Unit~~U.S.	~~An equity package consisting~~The United States of ~~one Common Share of the Company and one transferable Common Share purchase warrant~~America
USACE	The United States Army Corps of Engineers
~~USGS~~U.S. GAAP	United States generally accepted accounting principles
USGS	The United States Geological Service
~~VWAP~~	~~The volume-weighted average price of the Company’s Common Shares on the TSX~~

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.
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
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 ~~undergoing preparation~~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 ~~established commercially mineable deposit for its extraction but which is not yet~~investment decision or to support project financing. (2) The confidence level in ~~production. This stage occurs after completion~~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.
~~exploration stage~~indicated mineral resource	AThat part of a mineral ~~prospect which is not in either the development or production stage~~
~~mineralized material~~	~~Material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction~~
~~probable reserve~~	~~Reserves~~resource for which quantity and grade ~~and/~~or quality are ~~computed from information similar~~estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to ~~that used for proven (measured) reserves, but~~allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the ~~sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree~~economic viability of ~~assurance, although~~the deposit. Because an indicated mineral resource has a lower level of confidence than ~~that for proven reserves, is high enough~~the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to ~~assume continuity between points of observation.~~a probable mineral reserve.
~~production stage~~inferred mineral resource	~~A project which is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product~~
~~proven reserve~~	Reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings, or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling, and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth, and mineral content of reserves are well-established.
~~Reserve~~	That part of a mineral ~~deposit~~resource for which ~~could be economically~~quantity and ~~legally extracted~~grade or ~~produced at~~quality are estimated on the ~~time~~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 ~~reserve determination. Reserves must~~modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be ~~supported by a feasibility study done to bankable standards that demonstrates~~considered when assessing the economic ~~extraction. “Bankable standards” implies~~viability of a mining project, and may not be converted to a mineral reserve.

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, ~~the confidence attached to the costs and achievements developed~~ in the ~~study~~opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is ~~sufficient for~~ the ~~project to be eligible for external debt financing. A reserve~~economically mineable part of a measured or indicated mineral resource, which includes ~~adjustments to the in-situ tonnes and grade to include~~ diluting materials and allowances for losses that ~~might~~may occur when the material is ~~mined.~~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. 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.
probable mineral reserve	The economically mineable part of an indicated and, in some cases, a measured mineral resource
production stage issuer	An issuer that is engaged in material extraction of mineral reserves on at least one material property
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

To convert from Imperial	To metric	Multiply by
Acres	Hectares	0.4047
Feet (“ft”)	~~Metres~~Meters (“m”)	0.3048
Miles	~~Kilometres~~Kilometers (“km”)	1.6093
Tons	Tonnes (“t”)	0.9072
~~Ounces (troy)/ton~~	~~Grams/Tonne (“g/t”)~~	~~34.2857~~

	Fiscal Year Ended June 30,
	2022	2021	2020
Canadian Dollars to U.S. Dollars
Rate at end of period	0.7760	0.8068	0.7338
Average rate for period	0.7900	0.7807	0.7453
High for period	0.8111	0.8306	0.7710
Low for period	0.7669	0.7344	0.6898

	Fiscal Year Ended June 30,
	2017		2016		2015
Canadian Dollars to United States Dollars
Rate at end of period		0.7706		0.7687		0.8017
Average rate for period		0.7538		0.7541		0.8520
High for period		0.7828		0.7972		0.9404
Low for period		0.7276		0.6854		0.7811

		PEA		Actual Expenditures
Category	Description	Guidance¹		FY2016		FY2017		Totals
(in thousands)
PEA Recommended & Budgeted Work:
Feasibility Study and Engineering	Feasibility study with hydrogeological, geochemistry, and geotechnical work programs	$	6,000	$	2,671	$	5,717	$	8,388
Metallurgical	Process feasibility study design and metallurgical testing program including backfill testing		2,400		844		2,209		3,053
Other²	Tailings geotechnical field test work with drilling, logging, cone penetration testing, and in situ and borrow materials laboratory testing in Area 7		160		—		17		17
	Marketing Studies		200		—		63		63
Sub Total			8,760		3,515		8,006		11,521
Other exploration expenditures³:
Drilling			—		197		—		197
Geologists and Field Staff			—		67		110		177
Field Management and Other					940		811		1,751
Total		$	8,760	$	4,719	$	8,927	$	13,646

Year	Ferroniobium U.S. Import Price ($/kg-Nb)¹		Scandium Trioxide U.S. Price ($/kg)²		Titanium Dioxide U.S. Price ($/kg)³
2016	$	36	$	4,600	$	0.73
2015		42		5,100		0.84
2014		43		5,000		0.95
2013		45		5,000		1.25
2012		45		4,700		2.20

Year	Ferroniobium U.S. Price ($/kg-Nb)⁽¹⁾	Sc₂O₃ U.S. Price ($/kg)⁽²⁾	TiO₂ U.S. Price ($/kg)⁽³⁾
2021	$44	$2,200	$1.50
2020	37	3,800	1.18
2019	39	3,900	1.13
2018	38	4,600	1.03
2017	37	4,600	0.74

Agreement Identifier	Hectares	Acres	Agreement Expiry
Beethe008	107.82	266.43	30-Apr-20
Beethe002	146.56	362.16	19-Feb-21
Beethe003	48.69	120.32	24-Jun-20
Beethe007	66.27	163.75	20-Jan-21
Heidemann003	48.56	120.00	17-Mar-20
Heidemann004	62.96	155.58	15-Mar-20
Heidemann005	79.55	196.57	16-Mar-20
Heidemann006	64.75	160.00	26-Mar-20
Heideman007	64.75	160.00	25-Mar-20
Koehler001	64.75	160.00	12-Jun-20
Krueger001	123.41	304.95	18-Dec-19
Nielsen001	112.81	278.75	25-Jun-20
Othmer003	61.48	151.93	22-Jan-21
Othmer004	113.31	280.00	22-Jan-21
Watermann001	145.69	360.00	6-Sep-21
Woltemath80S	32.37	80.00	4-Dec-19
Woltemath001	48.47	119.77	21-Jan-20
Woltemath002	152.49	376.81	4-Dec-19
Woltemath003J	89.03	220.00	25-Mar-20
Woltemath003P	82.96	205.00	25-Mar-20
Shuey001	32.37	80.00	28-May-20


			Grade
Classification	Tonnage (000’st)		(Nb2O5%)		(TiO2%)		(Sc g/t)
Proven	—		—		—		—
Probable		31,661		0.79		2.81		71.58
Proven and Probable		31,661		0.79		2.81		71.58

Classification	Cut-off NSR (US$/t)		Tonnage (000’s t)		Grade (Nb₂O₅%)		Contained Nb₂O₅(t)		Grade (TiO₂%)		Contained TiO₂(t)		Grade (Sc g/t)		Contained Sc (t)
Indicated		180		90,900		0.66		598,400		2.59		2,353,300		70		6,300
Inferred		180		133,600		0.48		643,800		2.23		2,985,300		59		7,800

	TSX (prices in Canadian dollars)		OTCQX/OTCBB (prices in U.S. dollars)
	High	Low	High	Low
2017
Fourth Quarter	$ 0.87	$ 0.60	$ 0.568	$ 0.475
Third Quarter	$ 0.89	$ 0.66	$ 0.812	$ 0.507
Second Quarter	$ 0.86	$ 0.67	$ 0.646	$ 0.500
First Quarter	$ 1.07	$ 0.79	$ 0.805	$ 0.606
2016
Fourth Quarter	$ 1.04	$ 0.73	$ 0.813	$ 0.570
Third Quarter	$ 1.14	$ 0.51	$ 0.870	$ 0.367
Second Quarter	$ 0.69	$ 0.53	$ 0.550	$ 0.370
First Quarter	$ 0.90	$ 0.60	$ 0.689	$ 0.479

	As at June 30,
	2017		2016
Total assets	$	11,351	$	15,246
Debt, including current portion		5,314		7,796
Shareholders’ equity		2,891		6,194

			Payments due by period (000s)
	Total		Less than 1 year			1-3 years			4-5 years		After 5 years
Debt	$	5,012	$	2,956	¹	$	2,056	²	$	—	$	—
Operating leases		138		75			63			—		—
Total contractual obligations	$	5,150	$	3,031		$	2,119		$	—	$	—

	Fiscal Year Ended June 30, 2017								Fiscal Year Ended June 30, 2016
		Q1		Q2		Q3		Q4		Q1		Q2		Q3		Q4
Total Operating Expenses	$	2,980	$	3,350	$	4,075	$	3,372	$	2,639	$	1,227	$	2,578	$	3,073
Net Loss	$	2,775	$	3,547	$	4,609	$	3,699	$	2,807	$	2,815	$	2,431	$	3,355
Loss Per Common Share	$	0.02	$	0.02	$	0.02	$	0.02	$	0.02	$	0.02	$	0.01	$	0.02

			For the year ended June 30,
	Note		2017			2016			2015
Operating expenses
Consulting			$	—		$	201		$	242
Depreciation				9			9			10
Employee related costs				2,551			1,988			3,413
Finance costs				4			242			39
Professional fees				1,105			512			435
Exploration expenditures		10		8,927			4,719			18,051
Other operating expenses				1,181			1,847			3,178
Impairment of equipment				—			—			112
Total operating expenses				13,777			9,518			25,480
Change in financial instrument fair value		7		574			2,719			—
Other gains		6		—			(587	)		—
Interest and other income				—			—			(16	)
Foreign exchange (gain) loss				(16	)		(528	)		434
Interest expense				286			275			—
Loss (gain) on available for sale securities				9			11			(28	)
Loss before income taxes				14,630			11,408			25,870
Income tax benefit				—			—			(2,755	)
Net loss			$	14,630		$	11,408		$	23,115

Other comprehensive (gain) loss:
Net loss			$	14,630		$	11,408		$	23,115
Other comprehensive loss:
Reporting currency translation				(9	)		(427	)		959
Total comprehensive loss			$	14,621		$	10,981		$	24,074

Loss per common share, basic and diluted			$	0.08		$	0.07		$	0.17

Weighted average common shares outstanding				187,810,774			164,038,509			136,045,244

	Common Shares Outstanding		Common Stock			Additional paid-in capital			Deficit			Accumulated other comprehensive income			Total
Balance, July 1, 2014		122,884,716	$	33,667		$	2,933		$	(25,699	)	$	(83	)	$	10,818

Private placement - November 2014		19,245,813		8,846			—			—			—			8,846
Private placement - March 2015		2,914,000		1,722			—			—			—			1,722
Issue costs		—		(708	)		187			—			—			(521	)
Exercise of warrants		5,125,805		2,368			—			—			—			2,368
Exercise of options		6,250,000		1,042			—			—			—			1,042
Fair value of stock options exercised		—		680			(680	)		—			—			—
Fair value of warrants granted to ThyssenKrupp		—		—			1,854			—			—			1,854
Fair value of warrants for financial services agreement		—		—			268			—			—			268
Fair value of warrants for sponsorship agreement		—		—			99			—			—			99
Share-based payments		—		—			2,589			—			—			2,589
Reporting currency translation		—		—			—			—			(959	)		(959	)
Loss for the year		—		—			—			(23,115	)		—			(23,115	)
Balance, June 30, 2015		156,420,334	$	47,617		$	7,250		$	(48,814	)	$	(1,042	)	$	5,011
Exercise of warrants		12,549,309		5,838			—			—			—			5,838
Exercise of options		1,415,000		405			—			—			—			405
Fair value of broker warrants granted		—		—			15			—			—			15
Fair value of Lind Warrants granted		—		—			620			—			—			620
Private placement - January 2016		9,074,835		3,750			—			—			—			3,750
Debt conversions		1,008,512		638												638
Share issuance costs		—		(151	)		—			—			—			(151	)
Fair value of stock options exercised		—		304			(304	)		—			—			—
Share-based payments		—		—			1,049			—			—			1,049
Reporting currency translation		—		—			—			—			427			427
Loss for the year		—		—			—			(11,408	)		—			(11,408	)
Balance, June 30, 2016		180,467,990	$	58,401		$	8,630		$	(60,222	)	$	(615	)	$	6,194
Exercise of warrants		3,447,137		1,675			—			—			—			1,675
Exercise of options		150,000		70			—			—			—			70
Fair value of broker warrants granted		—		—			20			—			—			20
Fair value of Lind Warrants granted		—		—			233			—			—			233
Private placement – February 2017		7,364,789		3,927			—			—			—			3,927
Debt conversions		7,346,421		4,103			—			—			—			4,103
Share issuance costs		—		(181	)		—			—			—			(181	)
Fair value of stock options exercised		—		34			(34	)		—			—			—
Share-based payments		—		—			1,471			—			—			1,471
Reporting currency translation		—		—			—			—			9			9
Loss for the year		—		—			—			(14,630	)		—			(14,630	)
Balance, June 30, 2017		198,776,337	$	68,029		$	10,320		$	(74,852	)	$	(606	)	$	2,891


	Common Stock Outstanding		Common Stock			Deficit			Accumulated other comprehensive income			Total
As Previously Reported
Balance, June 30, 2020		235,925,684	$	97,682		$	(94,686	)	$	(355	)	$	2,641
Exercise of warrants		9,106,283		5,338			-			-			5,338
Exercise of options		2,952,296		215			-			-			215
Fair value of warrants granted		-		1,795			-			-			1,795
Private placement – May 2021		4,334,157		5,124			-			-			5,124
Debt conversions		4,061,511		3,106			-			-			3,106
Share issuance costs		-		(175	)		-			-			(175	)
Share-based compensation		-		797			-			-			797
Reporting currency presentation		-		-			-			(788	)		(788	)
Loss for the year		-		-			(4,390	)		-			(4,390	)
Balance, June 30, 2021		256,379,931	$	113,882		$	(99,076	)	$	(1,143	)	$	13,663

	Common Stock Outstanding		Common Stock			Deficit			Accumulated other comprehensive income			Total
As Previously Reported
Balance, June 30, 2021		256,379,931	$	113,882		$	(99,076	)	$	(1,143	)	$	13,663
Exercise of warrants		871,750		543			-			-			543
Exercise of options		2,051,533		483			-			-			483
Fair value of warrants granted		-		14			-			-			14
Private placement – June 2022		4,981,035		3,711			-			-			3,711
Debt conversions		12,386,357		8,807			-			-			8,807
Share issuance costs		-		(130	)		-			-			(130	)
Share-based compensation		-		1,745			-			-			1,745
Reporting currency presentation		-		-			-			131			131
Loss for the year		-		-			(9,929	)		-			(9,929	)
Balance, June 30, 2022		276,670,606	$	129,055		$	(109,005	)	$	(1,012	)	$	19,038

	Country of incorporation	Ownership at June 30,
	Country of incorporation	2017	2016
0896800 BC Ltd.	Canada	100%	100%
Elk Creek Resources Corp.	USA	100%	100%
Silver Mountain Mines Corp.	USA	100%	100%

	Country of incorporation	Ownership at June 30,
	Country of incorporation	2022	2021
0896800 BC Ltd. (“0896800”)	Canada	100%	100%
Elk Creek Resources Corp. (“ECRC”)	USA	100%	100%

~~Computer equipment~~	~~three years~~
~~Furniture and equipment~~	~~five years~~Mineral Properties


	As of June 30,
Excluded potentially dilutive securities ⁽¹⁾:	2022		2021		2020
Options		14,464,000		15,965,000		19,129,409
Warrants		18,516,253		14,341,868		12,376,451
Convertible debt		4,152,000		14,557,000		1,144,773
Total potential dilutive securities		37,132,253		44,863,868		32,650,633

	Convertible Notes
Face value of Notes on closing	$	800
Less:
Transaction costs		(47	)
Conversion component		(360	)
Convertible notes, opening balance	$	393