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

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

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 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:

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No☒

As of February ~~9, 2018,~~13, 2024, the registrant had ~~208,861,265~~34,915,511 Common Shares outstanding.

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

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

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

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

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

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

(expressed in thousands of U.S. dollars, except ~~for Common Shares Outstanding)~~per share amounts or as otherwise stated) (unaudited)

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

~~(expressed in thousands of U.S. dollars, unless otherwise stated) (unaudited)~~

NioCorp Developments Ltd. (“~~NioCorp”~~we,” “us,” “our,” “NioCorp” or 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~~development-stage property (the “Elk Creek Project”) located in southeastern Nebraska.

In October 2023, NioCorp Technologies Ltd. (“Technologies”), a wholly owned subsidiary of the Company, was incorporated in the United Kingdom (the “UK”). The initial capital contribution in Technologies was £100 for 100 ordinary shares. Technologies was formed to provide the ability to take advantage of various business opportunities in the UK, including research and development of aluminum-scandium alloys.

These interim condensed 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~~Project to construction and commercial operation. As further discussed in Note 3, these matters raised substantial doubt about the Company’s ability to continue as a going concern, ~~is uncertain~~ 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.

The accompanying ~~unaudited~~ interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“USU.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements include the consolidated accounts of the Company and its ~~wholly-owned~~wholly owned subsidiaries with all significant intercompany transactions eliminated. The accounting policies followed in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, ~~2017.~~2023. Certain transactions include reference to Canadian dollars (“C$”) where applicable.

In the opinion of ~~Management,~~management, all adjustments considered necessary (including ~~reclassifications and~~ normal recurring adjustments) ~~to present fairly~~for a fair statement of the financial position, results of operations, and cash flows at December 31, ~~2017,~~2023, and for all periods presented, have been included in these interim condensed consolidated financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with USU.S. GAAP have been condensed or omitted pursuant to appropriate SEC rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, ~~2017.~~2023. The interim results are not necessarily indicative of results for the full year ending June 30, ~~2018,~~2024, or future operating periods.

In ~~March 2016,~~October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements - Codification Amendment in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Accounting Standards Codification (“ASC”) in response to the SEC’s Release No. 33-10532,

(expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited)

Disclosure Update and Simplification Initiative, and align the ASC’s requirements with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the ASC and not become effective. Early adoption is prohibited. We are currently in the process of evaluating the impact of the amendment on our consolidated financial statements and related disclosures.

In November 2023, the FASB issued Accounting Standards Update (“ASU”) ~~2016-09,~~2023-07, Segment Reporting (Topic 280): Improvements to ~~Employee Share-Based Payment Accounting.~~Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The amendments ~~in this ASU~~will require ~~among other things,~~public entities to disclose significant segment expenses that ~~all income tax effects of awards be recognized in~~are regularly provided to the ~~income statement when the awards vest or are settled.~~chief operating decision maker and included within segment profit and loss. 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 it allows for a policy election to account for forfeitures as they occur. The amendments ~~in this ASU~~ are effective for ~~fiscal years~~the Company’s annual periods beginning ~~after December 15, 2016, including~~July 1, 2024, and interim periods ~~within those fiscal years. We adopted this guidance during~~beginning July 1, 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented in the ~~quarter ended September 30, 2017.~~financial statements. The Company is currently evaluating the ASU to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for the Company’s annual periods beginning June 1, 2025, with early adoption ~~of this~~permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating the ASU ~~had no material impacts~~to determine its impact on ~~our financial statement results or~~the Company’s disclosures.

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

~~(expressed in thousands of U.S. dollars, unless otherwise stated) (unaudited)~~

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions 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 on the balance sheet assets and liabilities for leases with lease terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from the previous US 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 assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations, and liquidity.

The preparation of consolidated financial statements in conformity with USU.S. GAAP requires ~~Management~~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 carrying value of long-term assets, deferred income tax ~~asset~~assets and related valuations, ~~convertible debt valuations,~~liabilities related to the Earnout Shares, Private Warrants, and Contingent Consent Warrants (each, as defined below), 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 Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders:

(expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited)

The following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares (“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three- and six-month periods indicated below.

Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation and these reclassifications had no effect on the reported results of operations or net equity as previously disclosed.

The Company incurred a loss of ~~$3,773~~$6,774 for the six months ended December 31, ~~2017 (2016~~2023 (2022 - ~~$6,322),~~$6,306) and had a working capital deficit of $10,629and an accumulated deficit of ~~$4,370 and $78,625, respectively,~~$156,981 as of December 31, ~~2017.~~2023. As a development stage issuer, the Company has not yet commenced its mining operations and accordingly does not generate any revenue. As of December 31, 2023, the Company had cash of $634, which will not be sufficient to fund normal operations for the next twelve months. These ~~factors indicate the existence of a material uncertainty that raises~~conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

~~The Company’s ability~~In response to ~~continue operations~~these conditions and ~~fund its expenditures is dependent on Management’s ability~~events, the Company plans to ~~secure~~obtain additional financing. ~~Management is actively pursuing such~~NioCorp expects to have access to up to $61,796 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between

(expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited)

the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), through April 1, 2026. In addition, the Company may pursue additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Other than the potential issuance of Common Shares under the Yorkville Equity Facility Financing Agreement, the Company did not have any further funding commitments or arrangements for additional financing as of December 31, 2023. The Company’s plans to obtain additional financing have not been finalized, are subject to market conditions, and are not within the Company’s control and therefore cannot be deemed probable. Further, the Company will be required to raise additional funds for the construction and commencement of operations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

These interim condensed consolidated financial statements do not ~~give effect to~~include any adjustments ~~required~~related to ~~realize its assets~~the recoverability and ~~discharge its~~classification of recorded asset amounts or the amounts and classification of liabilities ~~in other than~~that might result from the ~~normal course~~outcome of ~~business~~this uncertainty.

Schedule of account payable and ~~at amounts different from those reflected in the accompanying financial statements.~~accrued liabilities

~~Restricted cash represents amounts held in escrow~~The unsecured convertible debentures (the “Convertible Debentures”) issued to ~~secure payment of work related~~Yorkville pursuant to the Securities Purchase Agreement, dated January 26, 2023 (as amended, the “Yorkville Convertible Debt Financing Agreement”), between the Company and Yorkville, have a maturity date of September 17, 2024, and are classified as a current liability as of December 31, 2023. Changes in the Convertible Debentures are as follows:

Based on the Company’s ~~Elk Creek Feasibility Study. Under the terms~~closing Common Share price of $3.19 as of December 31, 2023, conversion of the ~~escrow agreement,~~remaining Convertible Debenture balance, including accrued interest, would require the ~~balance~~issuance of ~~$265 was drawn against outstanding accounts payable during~~approximately 2,089,860 Common Shares. For each $0.10 change in the ~~quarter ended September 30, 2017.~~fair value of one Common Share, the total shares the Company would be obligated to issue would change by approximately 67,600 shares.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2017~~

2023

(expressed in thousands of U.S. dollars, ~~unless~~except per share amounts or as otherwise stated) (unaudited)

6.	CLASS B COMMON STOCK OF ECRC

The shares of Class B common stock of Elk Creek Resource Corporation (“ECRC”), an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp. II (“GXII”), the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the “Earnout Shares”), were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

Key Valuation Input	December 31, 2023	June 30, 2023
Closing Common Share price	$3.19	$5.03
Term (expiry)	March 17, 2033	March 17, 2033
Volatility	54.8%	33.5%
Risk-free rate	3.88%	3.83%

The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three- and six-month periods ended December 31, 2023:

	Amount
Fair value as of June 30, 2023	$	10,521
Change in fair value		(2,093	)
Fair value as of September 30, 2023		8,428
Change in fair value		(806	)
Fair value as of December 31, 2023	$	7,622

~~OTHER CURRENT ASSETS~~

Other current assets include legal and other professional fees associated with obtaining project debt financing for the Elk Creek Project. Amounts will be deferred until funding is completed, at which time the balance will become a direct deduction from the related debt liability.

~~CONVERTIBLE DEBT~~

As of
December 31, 2017 June 30, 2017
Convertible debt, current portion $ 667 $ 2,161
Noncurrent:
Convertible notes $ — $ 592
Convertible security 1,609 1,304
$ 1,609 $ 1,896

~~Convertible Security Funding~~

~~Changes in the Lind Partners Asset Management IV, LLC (“Lind”) convertible security (the “Convertible Security”) balance are comprised of the following:~~

Convertible Security
Balance, June 30, 2017 $ 3,465
Additional debt drawdown 1,000
Conversions, at fair value (3,030 )
Change in fair market value 174
Balance, December 31, 2017 $ 1,609

On August 10, 2017, Lind provided notice to the Company of its election to advance an additional $1.0 million in funding (the “Initial Convertible Security Increase”) under the convertible security (the ‘Initial Convertible Security”) pursuant to its right under the Convertible Security Funding Agreement, dated December 14, 2015, between the Company and Lind (the “Lind Agreement”). As a result, upon payment of the additional $1,000 in funding by Lind to the Company, the face value of the Initial Convertible Security was increased by $1,200 ($1,000 in additional funding plus implied interest), and the Company issued Warrants to Lind, as follows:

Black Scholes pricing model inputs
Funding Date Face Value¹ Warrants Issued² Issue Price³ Warrant Expiry Date Risk-free rate Yield Volatility Expected Life
August 15, 2017 $ 300 260,483 C$0.73 August 15, 2020 1.23 % 0 % 49.6 % 3 years
September 28, 2017 300 283,413 C$0.66 September 28, 2020 1.23 % 0 % 47.7 % 3 years
October 31, 2017 300 308,901 C$0.62 October 31, 2020 1.59 % 0 % 47.0 % 3 years
December 6, 2017 300 355,132 C$0.54 December 6, 2020 1.59 % 0 % 48.9 % 3 years
Total $ 1,200 1,207,929

~~Includes implied interest.~~

~~The value of warrants issued totaled $127, which was expensed to Change in Financial Instrument Fair Value. .~~

~~The price to convert one warrant into one Common Share.~~

The Initial Convertible Security is convertible into Common Shares of the Company (Common Shares”) at a conversion price equal to 85% of the volume weighted average trading price (“Volume Weighted Average Price”) of the Common Shares (in Canadian dollars) on the Toronto Stock Exchange (the “TSX”) for the five consecutive trading days immediately prior to the date on which Lind provides the Company with notice of its intention to convert an amount of the Initial Convertible Security from time to time. During the six-month period ended December 31, 2017, $2,425 principal amount of the Initial Convertible Security was converted into 6,696,590 Common Shares.

~~NioCorp Developments Ltd.~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~December 31, 2017~~

~~(expressed in thousands of U.S. dollars, unless otherwise stated) (unaudited)~~

The Convertible Security contains financial and non-financial covenants customary for a facility of its 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. The Company was in compliance with these covenants as of December 31, 2017.

~~Convertible Notes~~

~~Changes in the Company’s outstanding convertible promissory notes (the “Convertible Notes”) balance are comprised of the following:~~

Convertible Notes
Balance, June 30, 2017 $ 592
Accreted interest, net of interest paid 75
Balance, December 31, 2017 $ 667

~~The changes in the derivative liability related to the conversion feature of the Convertible Notes are as follows:~~

Derivative Liability
Balance, June 30, 2017 $ 82
Change in fair value of derivative liability (— )
Balance, December 31, 2017 $ 82

COMMON ~~STOCK~~SHARES

~~Issuances~~Issuance

On ~~July 26, 2017,~~September 1, 2023, the Company closed a ~~brokered~~non-brokered private placement (the ~~“July 2017~~“September 2023 Private Placement”) of units ~~(the “Units”)~~ of the ~~Company. Under the July 2017 Private Placement, a~~Company (the “September 2023 Units”). A total of ~~2,962,500~~250,000 September 2023 Units were issued at ~~C$0.65~~a price per September 2023 Unit of $4.00, for total gross proceeds to the Company of ~~approximately C$1,926.~~$1,000. Each September 2023 Unit ~~issued pursuant to the July 2017 Private Placement~~ consists of one Common Share and one ~~warrant of the Company~~Warrant (“September 2023 Warrant”). Each September 2023 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 brokered 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 purchaseacquire one Common Share at a price of ~~C$0.79 until July 26, 2021.~~$4.60 at any time prior to September 1, 2025. Proceeds of the September 2023 Private Placement will be used for continued advancement of the Company’s Elk Creek Critical Minerals Project and for working capital and general corporate purposes.

The September 2023 Warrants were classified as an equity instrument and accordingly, the net proceeds of $962 were allocated based on the relative fair values of the Common Shares and the September 2023 Warrants on the date of issuance. The amount allocated to the fair value of the September 2023 Warrants was $254 and the balance of the proceeds of $708 was allocated to the Common Shares. The fair value of the ~~Broker~~September 2023 Warrants ~~of $41~~issued was ~~estimated based on~~computed using the Black Scholes option pricing model using the following assumptions: an expected life of 2.0 years, a risk-free interest rate of ~~1.32%~~4.85%, an expected ~~dividend yield of 0%, a~~ volatility of ~~60.3%~~71.63%, and an expected ~~life~~dividend rate of ~~four years. Total cash issue costs including agents’ commission, legal and other fees was $189.~~0%.

~~Proceeds~~On December 22, 2023, the Company closed a non-brokered private placement (the “December 2023 Private Placement”) of 413,432 units of the ~~July 2017 Private Placement were used for general working capital purposes~~Company (the “December 2023 Units”). Each December 2023 Unit consists of one Common Share and one Warrant (“December 2023 Warrant”). Each December 2023 Warrant entitles the holder to ~~continue to advance the Company’s Elk Creek Project.~~

~~On September 5, 2017, the Company entered into~~acquire one Common Share at a ~~shares-for-debt agreement with Northcott Capital Limited (“Northcott”) whereby NioCorp issued 415,747 Common Shares to settle a debt~~price of ~~C$253,606 owed to Northcott for past and prospective services through~~$3.54 at any time until December ~~2017. Northcott manages NioCorp’s current effort to assemble a debt financing package as part~~22, 2025. 274,587 of the ~~Company’s overall Elk Creek Project financing effort. The shares~~December 2023 Units were issued and sold to ~~Northcott were priced at C$0.61 per share, which represents a 10% premium over the five-day Volume Weighted Average Price of the Common Shares of C$0.5571 as of the date of the agreement.~~certain accredited investors, who are not affiliated

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2017~~2023

(expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited)

with the Company but with whom the Company had a pre-existing relationship, at a price of $3.08 per December 2023 Unit, and 138,845 of the December 2023 Units were issued and sold to certain officers and directors of the Company (the “Insider Investors”), at a price of $3.205 per December 2023 Unit. The price per December 2023 Unit paid by the Insider Investors included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors which allowed the Insider Investors to participate in the December 2023 Private Placement in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $1,290. Proceeds of the December 2023 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes. The Company recorded a non-cash expense of $92 and $10 to other operating expense and employee related costs, respectively, representing the excess of fair value of the December 2023 Units over the purchase price paid by Insider Investors.

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

The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the six months ended December 31, 2023:

Date	Common Shares Issued		Gross Funds Received		Market Value of Shares Issued		Loss on Transaction
September 12, 2023		70,000	$	259	$	271	$	12
September 18, 2023		75,000		273		314		41
November 30, 2023		75,000		234		244		10

Loss on transaction represents a non-cash expense equal to the difference between the proceeds received and the fair value of the Common Shares issued based on the Nasdaq closing price per Common Share on the issuance date and is recorded in other operating expenses in the consolidated statement of operations and comprehensive loss.

Stock Options

Schedule of stock options

	Number of Options			Weighted Average Exercise Price
Balance, June 30, 2023		1,541,500		C$	9.64
Exercised		(7,800	)		5.40
Cancelled/expired		(595,700	)		7.37
Balance, December 31, 2023		938,000		C$	11.12

The following table summarizes information about Options outstanding at December 31, 2023:

Exercise Price		Expiry Date	Number Outstanding		Aggregate Intrinsic Value		Number Exercisable		Aggregate Intrinsic Value
C$	13.60	December 17, 2024		350,000		-		350,000		-
C$	11.00	May 30, 2025		50,000		-		50,000		-
C$	9.52	March 27, 2026		538,000		-		538,000		-
				938,000	$	-		938,000	$	-

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

(expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited)

Warrants

Schedule of warrant transactions

	Number of Warrants			Weighted Average Exercise Price
Balance, June 30, 2023		18,816,304		$	10.98
Granted		663,432			3.94
Exercised		-			-
Cancelled		(447,315	)		8.94
Balance, December 31, 2023		19,032,421		$	10.78

At December 31, 2023, the Company had outstanding exercisable Warrants, as follows:

Number		Exercise Price		Expiry Date
	504,611	C$	11.00		June 30, 2024
	1,341,952	$	8.94		(1)
	855,800	C$	9.70		February 19, 2025
	250,000	$	4.60		September 1, 2025
	413,432	$	3.54		December 22, 2025
	15,666,626	$	11.50		March 17, 2028
	19,032,421

(1)	These Warrants expire in equal monthly tranches from January 17, 2024 through September 17, 2024

Private Warrants

In connection with the closing of the previously publicly disclosed business combination transaction on March 17, 2023 (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII Warrants, as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”). The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

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

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2023

(expressed in thousands of U.S. dollars, ~~unless~~except per share amounts or as otherwise stated) (unaudited)

~~Stock Options~~

The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the Private Warrants using a Black Scholes model:

Key Valuation Input	December 31, 2023			June 30, 2023
Stock price on valuation date	$	3.19		$	5.03
Strike price	$	11.50		$	11.50
Implied volatility of Public Warrants		54.8	%		33.5	%
Risk free rate		3.91	%		4.18	%
Dividend yield		0	%		0	%
Expected warrant life in years		4.22			4.73

On November 9, 2017, the Company’s shareholders voted to approve a new Long-Term Incentive Plan (the “Long-Term Incentive Plan”) and the granting of incentive securities thereunder until November 9, 2020. Under the Long-Term Incentive Plan, the Company’s Board of Directors (the “Board”) may, in its discretion from time to time, grant Options and share units (in the form of RSUs and PSUs) to directors, employees and certain other service providers (as definedThe change in the ~~Long-Term Incentive Plan) of~~Private Warrants liability is presented below:

	Amount
Fair value at June 30, 2023	$	3,279
Change in fair value		(181	)
Fair value at September 30, 2023	$	3,098
Change in fair value		(58	)
Fair value at December 31, 2023	$	3,040

Contingent Consent Warrants

As consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and ~~affiliated entities selected by~~Lind Global Asset Management III, LLC (“Lind”), Lind received, amongst other things, the ~~Board.~~

~~Subject~~right to ~~adjustment as described in~~receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, the ~~Long-Term Incentive Plan, the aggregate number~~closing trading price of Common Shares that may be reserved for issuance to participants under the Long-Term Incentive Plan, together with all other security -based compensation arrangements of the Company, including with respect to Options outstanding under the Company’s 2016 Incentive Stock Option Plan, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the Common Shares ~~reserved for issuance upon settlement~~on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00, subject to adjustments. The number of ~~share units shall not exceed 5%~~Contingent Consent Warrants to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to US dollar exchange rate as reported by Bloomberg, LP) of $5,000 divided by the five-day volume weighted average price of the ~~issued and outstanding~~ Common Shares ~~from time to time. The Long-Term Incentive Plan limits~~on the ~~maximum~~date of issuance. Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants currently held by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.

The Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation pricing model, which calculates multiple potential outcomes for future share prices based on historic volatility of the Common Shares ~~issued~~ to ~~insiders (as defined under TSX rules for this purpose) within any one-year period, or issuable~~determine the probability of issuance at 18 months following the applicable valuation date and to ~~insiders at any time, in~~determine the ~~aggregate, under all security -based compensation arrangements (including the Long-Term Incentive Plan) to 10%~~value of the then issued and outstanding Common Shares. The Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance to any one participant under the 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). Under the Long-Term Incentive Plan, Options and share units granted to non-employee directors, together with all other equity awards, are limited to an annual equity award value of C$150 per non-employee director. The total value of Options issuable to a non-employee director in a one-year period is limited to C$100. Further, and subject to the adjustment provisions of the 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 not exceed 20,451,895 Common Shares.

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

~~Stock option transactions are summarized as follows:~~

Number of Options Weighted Average Exercise Price (C$)
Balance, June 30, 2017 16,605,000 $ 0.73
Issued 3,925,000 0.47
Exercised (10,091 ) 0.62
Cancelled/expired (4,470,000 ) 0.75
Balance, December 31, 2017 16,049,909 $ 0.66

Contingent Consent Warrants. The following table ~~summarizes information about stock options outstanding~~discloses the primary inputs into the Monte Carlo model at ~~December 31, 2017:~~the balance sheet date and the probability of issuance calculated by the model.

Key Valuation Input	December 31, 2023			June 30, 2023
Share price on valuation date	$	3.19		$	5.03
Volatility		64.0	%		63.0	%
Risk free rate		3.86	%		4.11	%
Probability of issuance		96.6	%		80.8	%

Exercise price (C$) Expiry date Number outstanding Aggregate Intrinsic Value (C$000s) Number exercisable Aggregate Intrinsic Value (C$000s)
$ 0.47 November 9, 2022 3,925,000 $ 1,060 3,925,000 $ 1,060
$ 0.62 January 19, 2021 5,264,909 632 5,264,909 632
$ 0.76 March 6, 2022 5,650,000 — 2,825,000 —
$ 0.94 April 28, 2018 400,000 — 400,000 —
$ 0.94 April 28, 2019 100,000 — 100,000 —
$ 0.94 July 21, 2021 710,000 — 532,500 —
Balance December 31, 2017 16,049,909 $ 1,692 13,047,409 $ 1,692

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2017~~

2023

(expressed in thousands of U.S. dollars, ~~unless~~except per share amounts or as otherwise stated) (unaudited)

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

	Amount
Fair value at June 30, 2023	$	1,710
Change in fair value		254
Fair value at September 30, 2023		1,964
Change in fair value		129
Fair value at December 31, 2023	$	2,093

The ~~aggregate intrinsic value in~~measurement date for the ~~preceding table represents the total intrinsic value, based on the Company’s closing Common Share price~~potential issuance of ~~C$0.74~~Contingent Consent Warrants is September 17, 2024, and therefore, as of December 31, ~~2017, that would have been received by~~2023, the ~~option holders had all option holders exercised their options~~Contingent Consent Warrants are classified as a current liability.

8.	EXPLORATION EXPENDITURES

Schedule of that date. The total number of in-the-money options vested and exercisable as of December 31, 2017 was 9,189,909. The total intrinsic value of options exercised during the six months ended December 31, 2017 was nil.exploration expenditures

	For the Three Months Ended December 31				For the Six Months Ended December 31,
	2023		2022		2023		2022
Technical studies and engineering	$	97	$	28	$	297	$	137
Field management and other		147		207		282		393
Metallurgical development		584		1,080		1,330		2,073
Geologists and field staff		-		2		19		2
Total	$	828	$	1,317	$	1,928	$	2,605

As of December 31, 2017, there was $247 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the 2016 Incentive Stock Option Plan. The cost is expected to be recognized over a remaining weighted average period of approximately 0.7 years.

~~Warrants~~LEASES

~~Warrant transactions are summarized~~The Company incurred lease costs as follows:

Warrants Weighted average exercise price (C$)
Balance June 30, 2017 20,609,086 $ 0.79
Granted 4,362,991 0. 75
Balance, December 31, 2017 24,972,077 $ 0. 78


	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2023			2022			2023			2022
Operating Lease Cost:
Fixed rent expense	$	23		$	23		$	45		$	43
Variable rent expense		3			3			7			5
Short-term lease cost		2			3			5			9
Sublease income		(10	)		(12	)		(16	)		(15	)
Net lease cost – other operating expense	$	18		$	17		$	41		$	42

~~As discussed above under Note 6, the Company granted 1,207,929 Warrants to Lind in connection with the funding~~The maturities of ~~the Convertible Security Increase. As discussed above under Note 7a, the Company granted 2,962,500 Warrants and 192,562 Broker Warrants in conjunction with the July 2017 Private Placement.~~lease liabilities are as follows at December 31, 2023:

	Future Lease Maturities
Total remaining lease payments	$	291
Less portion of payments representing interest		(61	)
Present value of lease payments		230
Less current portion of lease payments		95
Non-current lease liability	$	135

~~At December 31, 2017, the Company has outstanding exercisable Warrants, as follows:~~

Number Exercise Price (C$) Expiry Date
355,132 0.54 December 6, 2020
308,901 0.62 October 31, 2020
283,413 0.66 September 28, 2020
3,125,000 0.72 December 22, 2018
260,483 0.73 August 15, 2020
9,150,285 0.75 January 19, 2019
3,155,062 0.79 July 26, 2021
3,860,800 0.85 February 14, 2020
3,043,024 0.85 February 21, 2020
539,307 0.85 February 28, 2020
890,670 0.90 March 31, 2020
24,972,077

~~RELATED PARTY TRANSACTIONS AND BALANCES~~

The Company has a loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of NioCorp (the “Original Smith Loan”), that bears an interest rate of 10%, is secured by the Company’s assets pursuant to a concurrently executed general security agreement (the “General Security Agreement”), and is subject to both a 2.5% establishment fee and 2.5% prepayment fee. The principal amount outstanding under the Original Smith Loan is $1,000, and is due on June 17, 2018.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, ~~2017~~

2023

(expressed in thousands of U.S. dollars, ~~unless~~except per share amounts or as otherwise stated) (unaudited)

The Company has a non-revolving credit facility agreement (the “Credit Facility”) in the amount of $2,000 with Mr. Smith. The Credit Facility bears an interest rate of 10% and drawdowns from the Credit Facility are subject to a 2.5% establishment fee. Amounts outstanding under the Credit Facility are secured by all of the Company’s assets pursuant to the General Security Agreement. The Credit Facility contains financial and non-financial covenants customary for a facility of its size and nature and is due on June 16, 2018. During the quarter ended December 31, 2017, Mr. Smith advanced an additional $180 to the Company under the Credit Facility. As of December 31, 2017, the principal amount outstanding under the Credit Facility is $355 and accounts payable and accrued liabilities included interest payable and loan establishment fees payable to Mr. Smith of $176.

On June 20, 2016, the Company announced a joint development agreement (the “Development Agreement”) with IBC Advanced Alloys Corp. (“IBC”) to investigate and develop applications for scandium-containing alloys for multiple downstream markets. In addition to his management duties at NioCorp, Mark Smith is also the Chairman of the IBC Board of Directors. Under the terms of the Development Agreement, each party bears its own costs incurred in development efforts. During the quarter ended December 31, 2017 the company supplied IBC with a small quantity of Scandium Trioxide which was used to manufacture several aluminum-scandium alloy ingots. The ingots, representing a range of scandium content, will undergo chemical analysis and other metallurgical testing to confirm the microstructure and performance of the alloys.

10.

~~Exploration Expenditures~~

For the three months ended December 31, For the six months ended December 31,
2017 2016 2017 2016
Technical studies and engineering $ 59 $ 1,551 $ 454 $ 1,988
Field management and other 132 399 342 633
Metallurgical development 89 419 172 1,691
Geologists and field staff 23 28 48 55
Total $ 303 $ 2,397 $ 1,016 $ 4,367

~~10.~~

~~INCOME TAXES~~FAIR VALUE MEASUREMENT

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Act”), which took effect on January 1, 2018. Some notable provisions of the Act include a reduction of the corporate income tax rate from 35% to 21%, 100% bonus depreciation for certain capital expenditures, and a change from a worldwide system with deferral to a territorial tax system, which includes a one-time toll charge on certain undistributed earnings of non-U.S. subsidiaries. The Company does not expect any material impacts of this new legislation on its consolidated financial statements.

~~11.~~

~~Fair Value Measurements~~

The Company measures the fair value of financial assets and liabilities based on US 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.

~~NioCorp Developments Ltd.~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~December 31, 2017~~

~~(expressed in thousands of U.S. dollars, unless otherwise stated) (unaudited)~~

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.

The following ~~table presents~~tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of December 31, ~~2017~~2023, and June 30, ~~2017,~~2023, respectively, and ~~indicates~~indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument and include situations where there is little, if any, market activity for the ~~instrument:~~instrument.

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

		As of December 31, 2023
	Note	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents		$	634	$	634	$	-	$	-
Investment in equity securities			7		7		-		-
Total		$	641	$	641	$	-	$	-
Liabilities:
Earnout Shares liability	6	$	7,622	$	-	$	-	$	7,622
Warrant liabilities	7c		5,133		-		3,098		2,035
Total		$	12,755	$	-	$	3,098	$	9,657

As of December 31, 2017
Total Level 1 Level 2 Level 3
Assets:
Cash and cash equivalents $ 80 $ 80 $ — $ —
Available-for-sale securities 17 17 — —
Total $ 97 $ 97 $ — $ —
Liabilities:
Convertible debt $ 1,609 $ — $ — $ 1,609
Derivative liability, convertible debt 82 — — 82
Total $ 1,691 $ — $ — $ 1,691

	As of June 30, 2017								As of June 30, 2023
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	238	$	238	$	—	$	—	$	2,341	$	2,341	$	-	$	-
Restricted cash		265		265		—		—
Available-for-sale securities		23		23		—		—
Investment in equity securities										9		9		-		-
Total	$	526	$	526	$	—	$	—	$	2,350	$	2,350	$	-	$	-
Liabilities:
Convertible debt	$	3,465	$	—	$	—	$	3,465
Derivative liability, convertible debt		82		—		—		82
Earnout Shares liability									$	10,521	$	-	$	-	$	10,521
Warrant liabilities										4,989		-		3,279		1,710
Total	$	3,547	$	—	$	—	$	3,547	$	15,510	$	-	$	3,279	$	12,231

The ~~Company measures the~~Convertible Debentures discussed in Note 5 were initially recorded at fair ~~market~~ value, ~~of the~~which represented a nonrecurring fair value measurement using a Level 3 ~~components using~~input. At December 31, 2023, the Black Scholes model and discounted cash flows, as appropriate. These models 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.

~~The following table sets forth a reconciliation of changes in the~~estimated fair value of this instrument approximated carrying value given that the ~~Company’s convertible debt components classified as Level 3~~instrument was issued in ~~the fair value hierarchy:~~March 2023 and has a short time period until maturity.

Balance, June 30, 2017 $ 3,547
Additional debt drawdown 1,000
Conversions to equity (3,030 )
Realized and unrealized gains 174
Balance, December 31, 2017 $ 1,691

~~NioCorp Developments Ltd.~~

~~Notes to the Condensed Consolidated Financial Statements~~

~~December 31, 2017~~

~~(expressed in thousands of U.S. dollars, unless otherwise stated) (unaudited)~~

~~12. Subsequent events~~

Pursuant to notice provided by Lind to the Company of its election to advance an additional $2,500 in funding under the Initial Convertible Security and the Lind Agreement (the “Second Tranche Increase”), Lind funded the full $2,500 Second Tranche Increase as of February 7, 2018. Upon payment of the full $2,500 in funding by Lind to the Company, the face amount of the Initial Convertible Security was increased by $3,000 ($2,500 in additional funding and $500 in implied interest amount). In connection with the funding, the Company issued Common Share purchase warrants (the ‘Second Tranche Warrants”) to Lind as follows:

Funding Date Face Value¹ Warrants Issued Issue Price² Warrant Expiry Date
January 30, 2018 $ 1,800 1,546,882 C$0.72 January 30, 2021
February 5, 2018 600 529,344 C$0.70 February 5, 2021
February 7, 2018 600 541,435 C$0.69 February 7, 2021

~~Includes implied interest.~~

~~The price to convert one warrant into one Common Share.~~

In addition, the terms of the Lind Agreement, as amended, provide for additional funding of up to $2,000 as part of the second tranche, subject to certain conditions, for total gross proceeds to the Company of up to $4,500.

In January 2018, Mark Smith advanced an additional $125 in funding under the existing Credit Facility with the Company. This funding is subject to the same terms and conditions as the prior drawdowns under the Credit Facility and will be used for general corporate purposes.

ITEM 2.

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

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following discussion and analysis should be read in conjunction with our ~~unaudited~~historical interim condensed ~~interim~~ consolidated financial statements ~~as of,~~ and related notes included elsewhere in this Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the ~~three and six months~~year ended ~~December 31, 2017 and the related notes thereto,~~June 30, 2023, which have been prepared in accordance with generally accepted accounting principles in the United States (“USU.S. GAAP”). This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q. See “Note Regarding Forward-Looking Statements” below.

All currency amounts are stated in ~~thousands of~~ U.S. dollars unless noted otherwise.

As used in this report, unless the context otherwise indicates, references to “we,” “our,” the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd. and its subsidiaries, collectively.

Note Regarding ~~Forward Looking~~Forward-Looking Statements

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking statements have been based upon our current business and operating plans, as approved by the Company’s Board of Directors, and may include statements regarding the anticipated benefits of the transactions (the “Transactions”) contemplated by the previously disclosed Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company, GX Acquisition Corp. II and Big Red Merger Sub Ltd, including NioCorp’s ability to access the full amount of the expected net proceeds of the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), through April 1, 2026; NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”); anticipated benefits of the listing of NioCorp’s common shares, without par value (the “Common Shares”), on The Nasdaq Stock Market LLC (“Nasdaq”); the financial and business performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; the outcome of current recovery process improvement testing, and NioCorp’s expectation that such process improvements could lead to greater efficiencies and cost savings in the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model; and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions, or results “will,” “may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not

anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following: NioCorp’s ability to recognize the anticipated benefits of the Transactions, including NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next three years; unexpected costs related to the Transactions; the outcome of any legal proceedings that may be instituted against NioCorp following closing of the Transactions; NioCorp’s ability to receive a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all; NioCorp’s ability to continue to meet Nasdaq listing standards; NioCorp’s ability to operate as a going concern; risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood any of the foregoing; NioCorp’s requirement of significant additional capital; the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing Agreement may impair NioCorp’s ability to obtain additional financing; covenants contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a PFIC under the Code; the potential that the Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified management; the effects of global health crises on NioCorp’s business plans, financial condition and liquidity; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining industry; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, or development activities; the management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.

●

~~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;~~

●

~~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 of mineral resources and reserves;~~

●

~~risks related to changes in mineral resource and reserve estimates;~~

●

~~risks related to differences in United States and Canadian reserve and resource reporting;~~

●

~~risks related to our exploration activities being unsuccessful;~~

●

~~risks related to our ability to obtain 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 that may significantly affect the mining industry;~~

●

~~risks related to land reclamation requirements;~~

●

~~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 our status as a “passive foreign investment company” under the United States Internal Revenue Code of 1986, as amended;~~

●

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

●

~~risks related to our debt.~~

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the heading “Risk Factors” ofin our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2017,~~2023, as well as other factors described elsewhere in this report and the Company’s other reports filed with the ~~SEC.~~Securities and Exchange Commission (“SEC”).

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

~~National Instrument 43-101 Compliance~~

Qualified Person

~~Scott Honan, M.Sc., SME-RM, a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has supervised the preparation of the~~

All technical and scientific ~~and technical~~ information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and ~~has~~ approved ~~the disclosure in this Quarterly Report on Form 10-Q related thereto.~~by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer. Mr. Honan is ~~not independent~~a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of the Company, as he is the Vice President, Business Development. For additional information on the Elk Creek Project, including information relating to exploration, data verification, the mineral resource estimatesDisclosure for Mineral Projects and the mineral reserve estimates, see the Revised NI 43-101 Technical Report (the “Revised Elk Creek Feasibility Study”), dated December 15, 2017, which is available under NioCorp’s profile on the Canadian Securities Administrators website at www.sedar.com (“SEDAR”).subpart 1300 of Regulation S-K.

Company Overview

NioCorp is developing the Elk Creek Project, located in southeast Nebraska. The Elk Creek Project is ~~an advanced Niobium (Nb)/Scandium (Sc)/Titanium (Ti) exploration project.~~a development-stage property that has disclosed niobium, scandium, and titanium mineral reserves and resources and disclosed rare earth oxide mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Project’s Mineral Resource. Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in High-Strength, Low-Alloy ~~(“HSLA”)~~ steel, a stronger steel used in ~~automotive,~~automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces ~~the~~ weight, ~~of those applications,~~ which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make ~~super-high-performance~~high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others. It also is used in pigments for paper, paint, and plastics. Rare earths are critical to electrification and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available.

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~~

Recent Corporate Events

On December 22, 2023, the ~~recent filing~~Company closed a non-brokered private placement (the “December 2023 Private Placement”) of 413,432 units of the ~~Revised Elk Creek Feasibility Study (see “Elk Creek Project Update,” below)~~Company (the “December 2023 Units”). Each December 2023 Unit consists of one Common Share and one Warrant (“December 2023 Warrant”). Each December 2023 Warrant entitles the holder to acquire one Common Share at a price of $3.54 at any time until December 22, 2025. 274,587 of the December 2023 Units were issued and sold to certain accredited investors, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, at a price of $3.08 per December 2023 Unit, and 138,845 of the December 2023 Units were issued and sold to certain officers and directors of the Company (the “Insider Investors”), ~~we are currently working~~at a price of $3.205 per December 2023 Unit. The price per December 2023 Unit paid by the Insider Investors included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors which allowed the Insider Investors to ~~obtain~~participate in the ~~financing necessary to advance~~December 2023 Private Placement in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $1.29 million. Proceeds of the December 2023 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes.

In May 2023, we announced an aluminum-scandium (“Al-Sc”) master alloy initiative (the “Al-Sc master alloy initiative”), in partnership with Boston-based Nanoscale Powders LLC (“Nanoscale”). Al-Sc master alloy, which generally contains 2% by weight scandium, is used to ~~construction~~introduce scandium into aluminum for the purpose of producing various Al-Sc alloys, which generally contain a fraction of a percent scandium by weight. These alloys help to reduce weight, increase strength and ~~operations, as well as conducting permitting~~corrosion resistance, and make the material weldable in automotive and mass transit, aerospace, defense, space, and other ~~related activities~~systems. Two of the three planned 1-kilogram ingots were manufactured at a contract metallurgical facility operated by Creative Engineers in the quarter ended December 31, 2023. As funds become available, the Company plans to manufacture a third ingot and pursue the scale-up of the Nanoscale technology, with an aim towards larger sized ingots and a continuous or semi-continuous production process.

Elk Creek Project Update

During the quarter ended December 31, 2023, the Company’s demonstration scale processing plant located in Trois-Rivieres, Quebec (the “Demonstration Plant”) also completed the production of waste materials for follow-on characterization to support tailings impoundment and paste backfill engineering design. Additional work at the Demonstration Plant is underway to further explore improvements to solvent extraction operations and to produce product samples for prospective customers.

During the quarter ended December 31, 2023, the Company, through a contract engineering firm (Olsson), completed a 90% engineering package for various road improvements in the vicinity of the Elk Creek ~~Project.~~

~~Emerging Growth Company Status~~

~~We qualify~~Project site, and shared the 90% engineering drawings with the Nebraska Department of Transportation and Johnson County as ~~an “emerging growth company” as defined in Section 101~~part of the ~~Jumpstart 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, this being~~normal process for approving the ~~last day of our most recently completed fiscal year.~~improvements.

We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1.07 billion or (ii) we issue more than $1.07 billion in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large accelerated filer, as defined in Rule 405 under the Exchange Act. 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 our first sale of Common Shares pursuant to an effective registration statement.Other Activities

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 Exchange Act. Such sections are described below:~~

●

~~Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, Management’s assessment of its internal controls.~~

●

Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.

As long as we qualify 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 the Exchange Act.

~~Recent Corporate Events~~

~~Long-term~~Our long-term financing efforts continued during the quarter ended December 31, ~~2017, with principal activities focused~~2023. As previously disclosed, on ~~outreach to and discussions with several potential sources~~March 6, 2023, the Company announced the receipt of ~~project funding, as well as completing~~a Letter of Interest from the ~~technical due diligence review (the “technical review”) of the Company’s recently released Revised Elk Creek Feasibility Study by RPM Global USA, Inc. on behalf of a~~EXIM for potential debt financing syndicate. The technical review is projected to be completed in the quarter ending March 31, 2018. The technical review will provide an independent analysis and opinion on the technical content of the Revised Elk Creek Feasibility Study, and will be provided to financial institutions expected to form debt and/or equity syndicates that will help finance the Elk Creek Project.

~~Upon completion of the technical review, the following steps remain in our financing plan:~~

●

~~Completion of due diligence on the Elk Creek Project’s financial model;~~

●

~~Completion of technical and environmental due diligence;~~

●

~~Completion of additional independent market reviews for Sc and Nb;~~

●

~~Completion of legal due diligence;~~

●

~~Additional “road show” style presentations to potential debt and equity investors;~~

●

~~Negotiation and execution of specific debt and equity financing assistance, along with necessary regulatory approvals for such financings.~~

Funding Date Face Value¹ Warrants Issued Issue Price² Warrant Expiry Date
January 30, 2018 $ 1,800 1,546,882 C$0.72 January 30, 2021
February 5, 2018 600 529,344 C$0.70 February 5, 2021

~~February 7, 2018~~

~~600~~

~~541,435~~

~~C$0.69~~

~~February 7, 2021~~

¹~~Includes implied interest.~~

²~~The price to convert one warrant into one Common Share.~~

~~In addition, the terms of the Lind Agreement, as amended, provide for additional funding~~ of up to ~~$2,000 as part~~$800 million through EXIM’s “Make More In America” initiative to fund a portion of the ~~second tranche, subject to certain conditions, for total gross proceeds to the Company of up to $4,500.~~

~~Elk Creek Project Update~~

~~On June 30, 2017, we announced the results~~project costs of the Elk Creek ~~Feasibility Study,~~Project. A project finance letter of interest from EXIM represents only a preliminary step in the formal EXIM application process, and the ~~related technical report~~Letter of Interest states that the communication “does not represent a financing commitment” and “is not an explicit indication of the financial or commercial viability of a transaction.” As stated in the Letter of Interest, “Upon receipt of NioCorp’s application for financing, EXIM will conduct all requisite due diligence necessary to determine if a Final Commitment may be issued for this transaction.” The process from submission of an application to a final commitment of financing by EXIM, if any, is subject to a number of risks and uncertainties. As explained in the Letter of Interest, “Any final commitment will be dependent on meeting EXIM’s underwriting criteria, authorization process, and finalization and satisfaction of terms and conditions. All Final Commitments must be in compliance with EXIM policies as well as program, legal, and eligibility requirements.” The debt financing is subject to the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation.

NioCorp submitted a formal application to EXIM for a loan under EXIM’s “Make More in America” initiative on June 6, 2023. The Company was ~~completed and filed in Canada on SEDAR on August 10, 2017 (the “August 2017 Feasibility Study”). In connection with a review~~informed that its application received approval by the ~~Ontario Securities Commission (“OSC”),~~first of three reviews by the EXIM Transaction Review Committee on ~~December 15, 2017,~~October 2, 2023. EXIM has indicated that they will now devote additional resources to the processing of the Company’s application and will require the Company ~~filed~~to execute indemnity fee agreements with external consultants who will be tasked with conducting detailed reviews of the ~~Revised Elk Creek Feasibility Study. The Revised Elk Creek Feasibility Study, which is available for download on SEDAR~~financial and ontechnical (including environmental) aspects of the Company’s ~~website at www.niocorp.com, contains~~application. We are currently unable to estimate how long the application process may take, and there can be no ~~changes~~assurances that we will be able to ~~any previously reported numbers or forecasted economic returns~~successfully negotiate a final commitment of ~~the Elk Creek Project~~debt financing from ~~those contained in the August 2017 Feasibility Study.~~EXIM.

At the OSC’s request, the Revised Elk Creek Feasibility Study provides (1) additional information in Section 19.1.3 on the growth forecast for global scandium markets provided by an independent scandium market expert (OnG Commodities LLC and Dr. Andrew Matheson) and relied upon by the Company in its August 2017 Feasibility Study; (2) an analysis in Section 22.4 showing Net Present Value and Internal Rate of Return sensitivities of the Elk Creek Project at +/- 30% of the August 2017 Feasibility Study’s assumed product pricing, capital expenditures, and operating costs (vs. +/- 20% originally presented in the August 2017 Feasibility Study); (3) disclosure in Section 3 of the reliance on OnG Commodities LLC and Dr. Matheson; (4) the removal in Section 24 of certain disclosure regardingAs funds become available through the Company’s ~~relationship with Dr. Matheson; and (5) inclusion in Section 25 of certain risk factors.~~fundraising efforts, we expect to undertake the following activities:

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 tonnes per day. Expected total production over the 32-year mine life includes 143,824 tonnes of payable niobium, 3,237 tonnes of scandium trioxide (Sc₂O₃~~), and 359,128 tonnes of titanium dioxide (TiO~~₂). Estimated up-front direct capital costs are $705 million, in addition to indirect costs of $189 million, pre-production capital costs of $85 million, an overall contingency of $109 million, and pre-production net revenue credit of $79 million.

~~We continued to advance Elk Creek Project-related work during the quarter. Primary activities included:~~

	●	~~Completed the Revised Elk Creek Feasibility Study written report and subsequent filing on SEDAR, as noted above, as well as completion~~Continuation of the ~~underlying detailed technical report volumes, which are not public documents~~Company’s efforts to secure federal, state and ~~are not filed on SEDAR;~~local operating permits;
	●	Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

	●	~~Completed~~Negotiation and completion of offtake agreements for the ~~preliminary air monitoring activities, positioning us to complete~~remaining uncommitted production of niobium, scandium, and titanium from the ~~development~~project, including the potential sale of ~~an air construction permit with the Nebraska Department~~titanium as titanium tetrachloride;
	●	Negotiation and completion of ~~Environmental Quality, which we expect to file in calendar 2018;~~

●

Completed step three of the nine-step Army Corps of Engineers Section 408 permitting process, with fieldwork completed in October 2017 and a subsequent submission of design information in calendar 2018;

●

~~Initiated the competitive process to identify and select~~ engineering, procurement, and construction ~~firms for both surface and underground;~~agreements;

●

~~Executed a natural gas supply agreement with Rockies Express Pipeline LLC in November 2017, and continued discussions with drilling companies, energy providers and other related businesses required~~Completion of the final detailed engineering for ~~initiation~~the underground portion of ~~water management and construction activities at~~ the Elk Creek Project; ~~and~~

●

~~Completed a successful test production~~Initiation and completion of ~~aluminum-scandium ingots. These ingots form~~ the ~~basis~~final detailed engineering for surface project facilities;

●

Construction of natural gas and electrical infrastructure under existing agreements to serve the ~~potential commercialization of new aluminum-scandium alloys and were produced by IBC Advanced Alloys, Inc., through our previously disclosed joint development agreement.~~Elk Creek

Project site;

●

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

	●	Initiation of revised mine groundwater investigation and control activities;
	●	Initiation of long-lead equipment procurement activities;

	●	As a follow-on to the Company’s Demonstration Plant operations, complete characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs; and
	●	Completion of design and permitting efforts related to improvements to the junction of Nebraska state highways 50 and 62 and improvements and paving of County Road 721 to the proposed entrance to the Elk Creek Project mine site.

Financial and Operating Results

~~The Company continues to expense all expenditures when incurred, except for equipment, which is capitalized.~~ The Company has no revenues from mining operations. Operating expenses incurred related primarily to ~~performing exploration activities, as well as~~costs incurred for the advancement of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following ~~table.~~table (in thousands of dollars).

For the three
months ended
December 31, For the six
months ended
December 31,
2017 2016 2017 2016
Operating expenses:
Employee-related costs $ 751 $ 459 $ 1,399 $ 962
Professional fees 118 279 393 612
Exploration expenditures 303 2,397 1,016 4,367
Other operating expenses 391 215 687 389
Total operating expenses 1,563 3,350 3,495 6,330

Change in financial instrument fair value 274 (39 ) 297 (335 )
Foreign exchange (gain) loss 36 160 (201 ) 193
Interest expense 91 71 175 140
Gain (loss) on available for sale securities (4 ) 5 7 (6 )
Income tax expense — — — —
Net Loss $ 1,960 $ 3,547 $ 3,773 $ 6,322

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2023			2022			2023			2022
Operating expenses
Employee-related costs	$	328		$	291		$	650		$	584
Professional fees		952			262			2,139			426
Exploration expenditures		828			1,317			1,928			2,605
Other operating expenses		809			331			1,643			668
Total operating expenses		2,917			2,201			6,360			4,283
Change in fair value of Earnout Shares liability		(806	)		-			(2,899	)		-
Change in fair value of warrant liabilities		71			341			144			84
Loss on debt extinguishment		-			-			-			1,622
Interest expense (income)		1,176			(38	)		3,251			220
Other gains		-			(13	)					(13	)
Foreign exchange loss (gain)		28			(64	)		17			109
Loss on equity securities		1			2			2			1
Income tax benefit		-			-			(101	)		-
Loss attributable to noncontrolling interest		96			-			270			-
Net loss attributable to the Company	$	3,291		$	2,429		$	6,504		$	6,306

~~Six months~~Three- and six-month periods ended December 31, ~~2017~~2023 compared to ~~six months~~the three- and six-month periods ended December 31, ~~2016~~2022:

Significant items affecting operating expenses are noted below:

~~Employee related~~Employee-related costsincreased for the three- and six-month periods in 2023 as compared to 2022, primarily due to the impact of board-authorized employee salary increases, which became effective April 1, 2023.

Professional feesincreased ~~share-based compensation costs reflecting~~for the six-month period in 2023 as compared to 2022, primarily due to the timing of ~~option issuances and~~legal services associated with the ~~corresponding vesting periods,~~Company’s SEC registration statements filed in October 2023, as well as increased audit and review fees associated with the ~~number of options granted~~Company’s June 30, 2023 and September 30, 2023 financial statements, respectively. These costs increased for the three-month period ended December 31,2023 as compared to 2022, as 2023 costs included additional accounting fees associated ~~fair value calculations.~~

~~Professional~~with quarterly financial statement review procedures as well as increased legal fees~~include legal and accounting services. Overall, these fees decreased, reflecting~~ associated with the ~~timing of~~Company’s Annual General Meeting preparation, our registration statements on Form S-1 filed in October 2023, and the change in our auditors.

Exploration expenditures decreased for the six-month period in 2023 as compared to 2022, as 2022 costs included Demonstration Plant development and start-up costs, as well as costs related to the completion and filing of the Technical Report Summary based on the Company’s 2022 Feasibility Study for the Elk Creek Project, which was filed with the SEC on September 6, 2022. These costs decreased for the three-month period ended December 31, 2023 as compared to 2022, as 2022 costs included Demonstration Plant development and ~~ongoing compliance efforts.~~

~~Exploration expenditures~~~~decreased $3.4 million, reflecting~~

start-up costs, while overall Demonstration Plant operations were winding down during the ~~timing of expenditures at the Elk Creek Project as discussed above under “~~~~Elk Creek Project Update~~.” 2017 expenditures primarily related to the final wrap-up and issuance of the August 2017 Feasibility Study and the Revised Elk Creek Feasibility Study and ongoing permitting and project advancement activities, while 2016 costs were primarily directed towards engineering and metallurgical bench and pilot plant test workthree-month period in ~~support of our continuing feasibility study work.~~2023.

Other operating expensesinclude costs related to investor relations, general office expenditures, equity offering and proxy expenditures, board-related expenditures, and other miscellaneous costs. These costs increased for the six-month period 2023 as compared to 2022 primarily due to the ~~timing~~impact of ~~option issuances~~increased director and officer insurance costs associated with the ~~corresponding vesting periods,~~Company’s listing on the Nasdaq, which began in March 2023, as well as ~~the number of options granted and associated~~expenditures related to our Al-Sc master alloy initiative, fair value ~~calculations~~losses on Yorkville Equity Facility Financing Agreement transactions, and Delaware franchise fees, partially offset by reduced investor relations expenditures. These costs increased for ~~Board members.~~the three-month period ended December 31, 2023 as compared to 2022 primarily due to the impact of increased director and officer insurance costs associated with the Company’s listing on the Nasdaq, which began in March 2023.

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

Change in ~~financial instrument~~ fair value of Earnout Shares liability represents ~~non-cash~~the changes in fair value related to the ~~market value~~shares of Class B common stock of Elk Creek Resource Corporation (“ECRC”), an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp. II, the rights of the ~~Convertible Security,~~holders of which ~~is carried at fair value, as well as changes in~~to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the ~~market value~~“Earnout Shares”) for 2023, based on the results of ~~the derivative~~Monte Carlo financial modeling. The Company recognized this liability ~~component of the Convertible Notes, and the fair market value of Warrants issued under the Convertible Security. The 2017 loss includes the value of Warrants issued to Lind~~ in connection with the ~~Convertible Security Increase, while the 2016 gain~~ Transactions, which closed in March 2023.

Change in fair value of warrant liability primarily represents the changes in fair value related to Lind Global Asset Management III, LLC’s (“Lind”) right to receive additional Warrants (the “Contingent Consent Warrants”) as consideration for entering into the previously disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and Lind, based on the impact of ~~declining~~a lower closing Common Share ~~prices and trading volumes~~price, which increases the probability of these Contingent Consent Warrants being issued on the ~~underlying~~18-month anniversary. This expense was partially offset by a slight decrease in the valuation of the ~~Convertible Security.~~Warrants issued to GX Sponsor II LLC (the “Sponsor”) in connection with the closing of the Transactions (the “Private Warrants”).

Interest expense increased for both the six-month and three-month periods in 2023 as compared to 2022 due to accretion expense associated with the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville, which were issued in March 2023.

Foreign exchange ~~(gain)~~ loss is primarily due to changes in the ~~United States~~U.S. dollar ~~(“USD”)~~ against the Canadian ~~dollar (“C$”), and reflects~~dollar. During 2022, the ~~timing~~functional currency of ~~foreign currency transactions and subsequent changes in exchange rates. The impact in 2017 primarily relates to changing foreign currency rates as applied to~~ the ~~USD-denominated convertible debt instruments and related party debt, which are recorded on the Canadian~~ parent company ~~books in C$.~~

~~Three months ended December 31, 2017 compared to three months ended December 31, 2016~~

~~Overall,~~was Canadian dollars, and the ~~increase in net~~ loss for the ~~quarter ended December 31, 2017 as compared~~period was primarily due to changes in the foreign exchange rates applied to U.S. dollar-denominated debt instruments. Effective March 17, 2023, the parent company’s functional currency became the U.S. dollar.

Loss on debt extinguishment incurred in 2022 represents the loss incurred under Accounting Standards Codification (“ASC”) Topic 470, Debt, related to the ~~same period~~convertible security issued to Lind (the “Lind III Convertible Security”) pursuant to the Convertible Security Funding Agreement, dated February 26, 2021, as amended by Amendment #1 to the Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind).

Loss attributable to noncontrolling interest represents the portion of net loss in ~~2016 is~~ECRC not owned by the result of primarily the same factors underlying the six-month changes, as discussed above, with respect to employee-related costs, professional fees, exploration expenditures, change in financial instrument fair value, and foreign exchange (gain) loss.Company.

Liquidity and Capital Resources

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

The Yorkville Equity Facility Financing Agreement is expected to ~~secure additional~~provide near-term and longer-term access to capital. The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement, at its discretion, is subject to certain limitations and the satisfaction of certain conditions and, when available, provides an opportunity to actively manage the cash needs of the Company more closely. Historically, cash has generally been available to the Company through private ~~placement financings~~placements of equity for which the timing did not always coincide with the Company’s cash needs. The Company may utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a time when they are in need. Alternatively, the ~~future, although we cannot predict~~Company can also utilize 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 have substantially reduced the number of potential buyers/acquirers of any such interest(s).Yorkville Equity Facility Financing Agreement for opportunistic share sales.

As of December 31, ~~2017,~~2023, the Company had cash of ~~$0.1~~$0.6 million and a working capital deficit of ~~$4.4~~$10.6 million, compared to cash of ~~$0.2~~$2.3 million and working capital ~~deficit~~ of ~~$5.8~~$0.2 million on June 30, 2017. This change in working capital is the result of cash inflows from financing initiatives and the continued conversion of the Convertible Security. These positive impacts to the working capital deficit were partially offset by year-to-date operating expenditures and the transfer of our convertible notes obligation from long term to current liabilities. As noted above under “~~Recent Corporate Events”~~, as of February 7, 2018, Lind had invested the full $2.5 million Second Tranche Increase. Subject to certain conditions, Lind may provide additional funding for up to $2 million as part of the Second Tranche funding.2023.

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned ~~operational~~cash needs are approximately ~~$3.1~~$7.7 million until June 30, ~~2018, net~~2024, inclusive of repayments of principal and interest on the ~~recent investment by Lind and assuming the Company’s exercise of its right to call an additional $1.0 million under the Lind Agreement.~~Yorkville Convertible Debentures. In addition to outstanding accounts payable and short-term liabilities, our average monthly planned expenditures through June 30, 2024 are expected to be approximately ~~$379~~$805,000 per month where approximately ~~$289~~$660,000 is for ~~administrative purposes, including~~corporate overhead and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. Approximately ~~$89~~$145,000 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 to raise $5.0 to 6.0 million~~does not have sufficient cash on hand to continue ~~planned~~to fund basic operations for the next twelve months, ~~focused on~~and additional funds totaling $10.0 million to $11.0 million are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering. While the ~~Elk Creek Resources Project.~~Yorkville Equity Facility Financing Agreement may provide the Company with access to additional capital, the Company may require additional capital to meet its cash needs. Management is actively pursuing such additional sources of debt and equity financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future.

Elk Creek ~~Property~~property lease commitments are ~~$34~~$19,000 until June 30, ~~2018.~~2024. To maintain ~~its~~our currently held properties and fund ~~its~~our currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, ~~2018,~~2024, 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.

~~Other than~~On June 6, 2023, the ~~Lind Second Tranche~~Company announced that it had submitted an application to EXIM for debt financing (the “EXIM Financing”) to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative. The EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation. There can be no assurance that the EXIM Financing will be completed on the terms described herein or at all.

Except for potential funding ~~arrangements,~~under the Yorkville Equity Facility Financing Agreement, discussed above, ~~under “~~~~Recent Corporate Events~~”,and the potential exercise of Options and Warrants, we currently have no further 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 any such additional financing on acceptable terms, if at all. ~~There~~Pursuant to the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC. The Yorkville Convertible Debt Financing Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to use the proceeds from the issuance of the securities pursuant to the Yorkville Convertible Debt Financing Agreement to repay related party debt or to enter into any variable rate transaction, including issuances of equity or debt securities that are convertible into Common Shares at variable rates and any equity line of credit, ATM agreement or other continuous offering of Common Shares, other than with Yorkville, subject to certain exceptions. Notwithstanding the restrictions set forth in the Exchange Agreement and

the Yorkville Convertible Debt Financing Agreement, there is significant uncertainty that we ~~will~~would be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by ~~Management~~management as opportunities to raise funds arise. Management ~~intends to~~may pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in ~~Units~~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. In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests. However, we cannot provide any assurances that we will be able to be successful in raising such funds.

~~The audit opinion and~~Based on the conditions described within, management has concluded, as supported by the notes that accompany our financial statements for the year ended June 30, ~~2017 disclose a “going concern” qualification and disclosures~~2023, that substantial doubt exists as to our ability to continue in business. The financial statements included in this Quarterly Report on Form 10-Q 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 domay not have sufficient cash to fund normal operations and meet debt obligations for the next 12twelve months without deferring payment on certain current liabilities and raising additional funds. Recent worldwide events have created general global economic uncertainty as well as uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions. During fiscal year 2023 and continuing into fiscal year 2024, these events continued to create uncertainty with respect to overall project funding and timelines. 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. Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.

We have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating needs in Colorado and Nebraska, all of our cash reserves are on deposit with major ~~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 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 six months ended December 31, ~~2017,~~2023, the Company’s operating activities consumed ~~$2.6~~$4.6 million of cash ~~(2016: $5.1~~(2022: $4.1 million). The cash used in operating activities for ~~2017~~the six months ended December 31, 2023, reflects the Company’s funding of losses of ~~$3.8~~$6.8 million and Convertible Debenture accretion, partially offset by ~~share-based compensation charges~~a reduction in the Earnout Shares liability and other non-cash transactions. Overall, ~~2017~~ operational outflows ~~declined~~during the six months ended December 31, 2023, increased from ~~2016~~the corresponding period of 2022 due to ~~the timing of the work efforts on the August 2017 Feasibility Study and the Revised Elk Creek Feasibility Study, offset by changes~~increased professional services performed in ~~accounts payable and accrued liabilities.~~2023. Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.

Financing Activities

Financing inflows were ~~$2.1~~$2.9 million during the six months ended December 31, ~~2017 as compared to $1.7~~2023 (2022: $0.5 million ~~during the corresponding period in 2016, primarily~~outflow), with 2023 inflows reflecting the ~~timing~~gross receipts of ~~convertible debt instrument~~$1.0 million from the September 2023 Private Placement, $1.3 million from the December 2023 Private Placement, and ~~private placement~~$0.8 million from Common Share issuances ~~initiated during~~under the ~~comparative periods, as well as financing provided by NioCorp’s President, CEO and Executive Chairman, Mark Smith.~~Yorkville Equity Facility Financing Agreement.

Cash Flow Considerations

The Company has historically relied upon debt and 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~~Subject to the restrictions set forth in the Exchange Agreement and the Yorkville Convertible Debt Financing Agreement, the Company may pursue additional debt and/or equity financing in the medium ~~term if it is able to procure such financing on terms more favorable than available equity financing;~~term; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.

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

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

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

~~Contractual Obligations~~

Other than as described below, there have been no material changes to our contractual obligations discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Tabular Disclosure of Contractual Obligations” as of June 30, 2017, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017. During the six-month period ended December 31, 2017, debt obligations decreased $3.0 million due to conversions under the Lind Agreement, partially offset by the $1.2 million Convertible Security Increase. There were no other substantial changes to contractual obligations.

~~Off Balance Sheet Arrangements~~

~~The Company has no off balance sheet arrangements.~~

Critical Accounting ~~Policies~~Estimates

There have been no material changes in our critical accounting ~~policies~~estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting ~~Policies”~~Estimates and Recent Accounting Pronouncements” as of June 30, ~~2017,~~2023, in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2017.~~2023.

Certain U.S. Federal Income Tax Considerations

~~The Company has been~~If NioCorp (or a subsidiary) is a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matterfor any taxable year (or portion thereof) that is included in the ~~Company’s~~holding period of a U.S. holder of Common Shares or other NioCorp securities (as determined under applicable U.S. federal income tax law), then certain significant adverse tax consequences could apply to such U.S. holder, including requirements to treat any gain realized upon a disposition of Common Shares (or other securities) as ordinary income, to include certain “excess distributions” on Common Shares in income, and to pay an interest charge on a portion of any such gain or distribution. NioCorp believes that it was classified as a PFIC during the taxable years ended June 30, 2023 and 2022, and, based on the current composition of its income and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years. No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Quarterly Report on Form 10-Q. In addition, even if NioCorp concluded that it or any subsidiary was not classified as a PFIC, the IRS could challenge such determination and a court could sustain the challenge. Accordingly, there can be no assurance that NioCorp or any subsidiary will not be classified as a PFIC for any taxable year. Each holder of Common Shares or other NioCorp securities should consult its own tax advisors regarding the PFIC status of NioCorp and each subsidiary thereof and the resulting tax consequences to the holder, as well as any potential to mitigate such tax consequences through a “QEF” or “mark-to-market” election. See the “Risk Factors” section of NioCorp’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2017, under the heading “Risks Related to the~~2023.

Other

The Company has one class of shares, being Common Shares.” A summary of outstanding shares, Options, Warrants, and convertible debt as of February 13, 2024, is set out below, on a fully diluted basis.

	Common Shares Outstanding (Fully Diluted)
Common Shares		34,915,511
Vested shares of ECRC Class B common stock¹		4,565,808
Stock options²		938,000
Warrants³		18,883,316
Convertible debt⁴		1,417,300

Each exchangeable into one Common Share at any time, and from time to time, until March 17, 2033.

Each exercisable into one Common Share.

Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares, and 3,216,690 Warrants that are each exercisable into one Common Share.

⁴

Represents Common Shares issuable on conversion of Convertible Debentures with an aggregate outstanding principal and accrued interest amount of $3.87 million as of February 13, 2024, assuming a market price per Common Share of $3.17 on that date.

ITEM 3. 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~~Company incurs expenditures in both ~~USD~~U.S. dollars and ~~C$.~~Canadian dollars. Canadian dollar expenditures are primarily related to ~~metallurgical-related exploration expenses, as well as~~ certain Common Share-related costs and corporate professional services. As a result, currency exchange fluctuations may impact the costs of our operating activities. To reduce this risk, we maintain sufficient cash balances in C$Canadian dollars to fund expected near-term expenditures.

Commodity price risk

The Company is exposed to commodity price risk related to the elements associated with the Elk Creek Project. A significant decrease in the global demand for these elements may have a material adverse effect on our business. The Elk Creek Project is not in production, and the Company does not currently hold any commodity derivative positions.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2017,~~2023, an evaluation was carried out under the supervision of and with the participation of our ~~Management,~~management, including the CEO and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective due to the material weaknesses in ~~ensuring~~internal control over financial reporting described below.

The Company’s disclosure controls and procedures have been designed to ensure that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to ~~our Management,~~management, including ~~our~~the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

~~Our~~ Management does not expect that our disclosure controls and procedures will prevent all error and all fraud. The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

Material Weaknesses in Internal Control over Financing Reporting Existing as of December 31, 2023

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.

Management concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 continued to exist as of December 31, 2023. Specifically, management concluded that the following material weaknesses exist as of December 31, 2023:

●

Control Environment: Management did not design and maintain an effective control environment based on the criteria established by the Committee of Sponsoring Organizations Integrated Framework (2013) (“COSO Framework”). Specifically, the Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s business. This material weakness contributed to additional material weaknesses related to the Company’s control activities as further described below.

●

Risk Assessment: Management did not design and maintain effective controls over the risk assessment process. Specifically, management does not have a formal process to identify, update, and assess risks due to changes in the Company’s business practices, including entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s control activities.

●

Control Activities: Management did not design and maintain effective controls, including management review controls, related to non-routine transactions. Specifically, management did not maintain effective controls over monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness of accounting conclusions that has resulted in misstatements. In addition, the Company did not design and maintain effective controls related to the evaluation of certain inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions. Finally, management did not have policies and procedures for the reconsideration of existing agreements when infrequent transactions occur.

●

Monitoring Activities: Management did not design and maintain effective monitoring controls to support timely evaluation of remediation of identified internal control deficiencies.

As previously disclosed, these material weaknesses were initially identified at various points during the fiscal year ended June 30, 2023 in connection with the Company’s normal quarterly close and review procedures, and certain of these material weaknesses resulted in errors that required the restatement of Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022 and December 31, 2022. Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.

Remediation Plan for the Material Weaknesses

To address our material weaknesses existing as of December 31, 2023, we have implemented a detailed plan to address each individual material weakness identified, as well as the overall monitoring process, including the following:

●

In order to remediate the material weaknesses relating to the Company’s control environment and risk assessment process, the following control procedures are in the process of being implemented:

	○	In consultation with our third-party advisors, we are in the process of implementing a technical accounting policy that provides for separation of the analysis and review of identified accounting issues from the detailed review steps to be performed by the Corporate Controller. Initially, this policy includes transactions related to warrants, convertible debt, debt modifications, and earnout share liabilities. This policy will be maintained to ensure that additional non-routine transactions identified in our normal course of business (as discussed below), are included in the review process.

	○	We are in the process of developing and implementing a non-routine transactions policy to ensure the timely identification, analysis, and monitoring of potential non-routine transactions. Further, the policy provides for third-party assistance, as needed, in the review of U.S. GAAP issues related to the proposed transaction.

●

In order to remediate the material weakness relating to the Company’s controls activities, we are in the process of implementing the technical accounting policy discussed above to ensure the completeness and accuracy of identifying and adequately assessing the assumptions utilized in the valuation analysis of complex financial instruments. In addition, we have engaged third-party consultants with the relevant background and expertise to perform the appropriate complex valuation analyses under the control and oversight of Company personnel.

●

In order to remediate the material weakness relating to the Company’s controls over monitoring activities, we are in the process of enhancing controls over our financial statement close and reporting process, and designing and implementing additional closing steps to review, manage and monitor our progress towards the remediation of internal control deficiencies and material weaknesses, including periodic reporting of progress to the Audit Committee.

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

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

Changes in Internal Control over Financial Reporting

~~There~~Other than as discussed above, there have been no changes in the Company’s internal control over financial reporting during the three months ended December 31, ~~2017~~2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal ~~controls~~control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active, or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

There have been no changes to the risk factors set forth under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, ~~2017.~~2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~None.~~

The Company issued and sold the following Common Shares in reliance on exemptions from the registration requirements of the Securities Act:

Date	Gross Proceeds	Shares Issued	Price/Share
October 26, 2023⁽¹⁾	$787,260	228,861	$3.4399
November 27, 2023⁽¹⁾	282,774	86,562	3.2667
November 30, 2023⁽²⁾	233,888	75,000	3.1185
December 11, 2023⁽¹⁾	513,425	180,554	2.8436
December 19, 2023⁽¹⁾	507,123	186,216	2.7233

(1)	Issued in reliance on Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount outstanding under the Convertible Debentures and based upon representations and warranties of Yorkville in connection therewith.
(2)	Issued in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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 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 three-month period ended December 31, ~~2017,~~2023, 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.

ITEM 5. OTHER INFORMATION

During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).

~~None.~~

ITEM 6. 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
~~10.1~~3.3(2)		Amendment #7 to ~~Lind Agreement, dated August 28, 2017, between the Company and Lind Asset Management IV, LLC~~Articles, effective March 17, 2023
~~10.2~~		~~Amendment #8 to Lind Agreement, dated January 23, 2018, between the Company and Lind Asset Management IV, LLC~~
~~10.3(2)~~4.1(3)		~~NioCorp Developments Ltd. Long Term Incentive Plan~~Form of Subscription Agreement in respect of units issued in December 2023
~~31.1~~4.2(3)		Form of Warrants issued in December 2023
31.1		Certification of 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 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 (3)~~101.INS(4)		Inline XBRL Instance Document
~~101.SCH(3)~~101.SCH(4)		Inline XBRL Taxonomy Extension- Schema
~~101.CAL(3)~~101.CAL(4)		Inline XBRL Taxonomy Extension – Calculations
~~101.DEF(3)~~101.DEF(4)		Inline XBRL Taxonomy Extension – Definitions
~~101.LAB(3)~~101.LAB(4)		Inline XBRL Taxonomy Extension – Labels
~~101.PRE(3)~~101.PRE(4)		Inline XBRL Taxonomy Extension – Presentations
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(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 Current Report on Form 8-K (File No. ~~000-55710)~~001-41655) filed with the SEC on ~~November 13, 2017~~March 17, 2023, and incorporated herein by reference.
(3)	Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on December 20, 2023, and incorporated herein by reference.

(4)

Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) the Interim Condensed ~~Interim~~ Consolidated Balance Sheets as of December 31, ~~2017~~2023 and June 30, ~~2017,~~2023, (ii) the Interim Condensed ~~Interim~~ Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended December 31, ~~2017~~2023 and ~~2016,~~2022, (iii) the Interim Condensed ~~Interim~~ Consolidated Statements of Cash Flows for the Six Months ~~Ended~~ended December 31, ~~2017~~2023 and ~~2016,~~2022, (iv) the Interim Condensed ~~Interim~~ Consolidated Statements of Shareholders’ (Deficit) Equity for the Three and Six Months ~~Ended~~ended December 31, ~~2017~~2023 and ~~the Year ended June 30, 2017~~2022 and (v) the Notes to the Interim Condensed ~~Interim~~ Consolidated Financial Statements.

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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.

(Registrant)

By:	/s/ Mark A. Smith
	Mark A. Smith
	President, Chief Executive Officer and Executive Chairman
	(Principal Executive Officer)

Date: February ~~9, 2018~~13, 2024

By:	/s/ Neal Shah
	Neal Shah
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: February ~~9, 2018~~13, 2024

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

7000 South Yosemite Street, Suite 115Centennial, CO ~~Centennial, CO~~ (Address of Principal Executive Offices)	80112 ~~80112~~ (Zip code)
~~Registrant’s telephone number, including area code: (855) 264-6267~~

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	NB	The Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common Shares	NIOBW	The Nasdaq Stock Market LLC

		Page
		~~Page~~

Condensed consolidated balance sheets as of December 31, ~~2017~~2023 and June 30, ~~2017~~2023 (unaudited)		2

Condensed consolidated statements of operations and comprehensive loss for the three and six months ended December ~~21, 2017~~31, 2023 and ~~2016~~2022 (unaudited)		3

Condensed consolidated statements of cash flows for the six months ended December 31, ~~2017~~2023 and ~~2016~~2022 (unaudited)		4

Condensed consolidated statements of shareholders’ (deficit) equity and redeemable noncontrolling interest for the three and six months ended December 31, ~~2017~~2023 and ~~the year ended June 30, 2017~~2022 (unaudited)		5

Notes to condensed consolidated financial statements (unaudited)		6 - 1415

		As of
	Note	December 31, 2017			June 30, 2017
ASSETS
Current
Cash		$	80		$	238
Restricted cash	4		—			265
Prepaid expenses and other			4			152
Other current assets	5		422			—
Total current assets			506			655
Non-current
Deposits			36			51
Available for sale securities at fair value			17			23
Equipment			2			5
Mineral interests			10,617			10,617
Total assets		$	11,178		$	11,351

LIABILITIES
Current
Accounts payable and accrued liabilities		$	2,772		$	3,146
Related party loans	8		1,355			1,175
Convertible debt, current portion	6		667			2,161
Derivative liability, convertible debt			82			—
Total current liabilities			4,876			6,482
Convertible debt, net of current portion	6		1,609			1,896
Derivative liability, convertible debt	6		—			82
Total liabilities			6,485			8,460
SHAREHOLDERS’ EQUITY
Common stock, unlimited shares authorized; shares outstanding: 208,861,265 and 198,776,337, respectively	7		72,583			68,029
Additional paid-in capital			11,599			10,320
Accumulated deficit			(78,625	)		(74,852	)
Accumulated other comprehensive loss			(864	)		(606	)
Total equity			4,693			2,891
Total liabilities and equity		$	11,178		$	11,351


		As of
	Note	December 31, 2023			June 30, 2023
ASSETS
Current
Cash and cash equivalents		$	634		$	2,341
Prepaid expenses and other			432			1,385
Total current assets			1,066			3,726
Non-current
Deposits			35			35
Investment in equity securities			7			9
Right-of-use assets			209			236
Land and buildings, net			838			839
Mineral properties			16,085			16,085
Total assets		$	18,240		$	20,930

LIABILITIES
Current
Accounts payable and accrued liabilities	4	$	4,001		$	3,491
Convertible debt, current portion	5		5,506			-
Warrant liability, at fair value	7c		2,093			-
Operating lease liability	9		95			71
Total current liabilities			11,695			3,562
Non-current
Convertible debt			-			10,561
Warrant liabilities, at fair value	7c		3,040			4,989
Earnout Shares liability, at fair value	6		7,622			10,521
Operating lease liability	9		135			164
Total liabilities			22,492			29,797
Commitments and contingencies	9
Redeemable noncontrolling interest			1,830			2,100
SHAREHOLDERS’ DEFICIT
Common shares, no par value, unlimited shares authorized; 34,091,844 and 31,202,131 shares outstanding, respectively	7		151,810			140,421
Accumulated deficit			(156,981	)		(150,477	)
Accumulated other comprehensive loss			(911	)		(911	)
Total shareholders’ deficit			(6,082	)		(10,967	)
Total liabilities, redeemable noncontrolling interest, and shareholders’ deficit		$	18,240		$	20,930

☒		~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
~~For the quarterly period ended December 31, 2017~~
OR
☐		~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

		Page
PART I — FINANCIAL INFORMATION

ITEM 1.	~~Page~~FINANCIAL STATEMENTS	1
~~PART I — FINANCIAL INFORMATION~~

~~ITEM 1.~~	~~FINANCIAL STATEMENTS~~			1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1516
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		2325
ITEM 4.	CONTROLS AND PROCEDURES		2326

PART II — OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	28
ITEM 1.1A.	~~LEGAL PROCEEDINGS~~RISK FACTORS		2428
~~ITEM 1A.~~	~~RISK FACTORS~~			24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		2428
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES		2428
ITEM 4.	MINE SAFETY DISCLOSURES		2428
ITEM 5.	OTHER INFORMATION		2428
ITEM 6.	EXHIBITS		2529

SIGNATURES			2630

	Common Shares Outstanding		Common Stock			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total			Redeemable Noncontrolling Interest
Balance, September 30, 2022		27,939,322	$	130,684		$	(114,274	)	$	(998	)	$	15,412		$	-
Exercise of options		260,581		11			-			-			11			-
Debt conversions		42,160		300			-			-			300			-
Foreign currency translation adjustment		-		-			-			(25	)		(25	)		-
Loss for the period		-		-			(2,429	)		-			(2,429	)		-
Balance, December 31, 2022		28,242,063	$	130,995		$	(116,703	)	$	(1,023	)	$	13,269		$	-

Balance, September 30, 2023		32,913,419	$	147,697		$	(153,690	)	$	(911	)	$	(6,904	)	$	1,926
Exercise of options		7,800		-			-			-			-			-
Private placement		413,432		1,393			-			-			1,393			-
Yorkville equity facility draws		75,000		244			-			-			244			-
Debt conversions		682,193		2,577			-			-			2,577			-
Share issuance costs		-		(101	)		-			-			(101	)		-
Loss for the period		-		-			(3,291	)		-			(3,291	)		(96	)
Balance, December 31, 2023		34,091,844	$	151,810		$	(156,981	)	$	(911	)	$	(6,082	)	$	1,830

	For the six months ended December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Total loss for the period	$	(3,773	)	$	(6,322	)
Non-cash elements included in net loss:
Depreciation		3			4
Change in financial instrument fair value		297			(335	)
Unrealized gain (loss) on available-for-sale investments		7			(6	)
Accretion of convertible debt		75			54
Foreign exchange (gain) loss		(197	)		228
Share-based compensation		1,113			394
		(2,475	)		(5,983	)
Change in working capital items:
Receivables		7			—
Prepaid expenses		144			68
Accounts payable and accrued liabilities		(242	)		842
Net cash used in operating activities		(2,566	)		(5,073	)

CASH FLOWS FROM INVESTING ACTIVITIES
Deposits		15			—
Net cash used in investing activities		15			—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock		1,545			1,675
Share issue costs		(189	)
Issuance of convertible debt		1,000
Related party debt drawdown		180
Other current assets		(422	)
Net cash provided by financing activities		2,114			1,675
Exchange rate effect on cash, cash equivalents and restricted cash		14			(20	)
Change in cash, cash equivalents and restricted cash during period		(423	)		(3,418	)
Cash, cash equivalents and restricted cash, beginning of period		503			4,412
Cash, cash equivalents and restricted cash, end of period	$	80		$	994

Supplemental cash flow information:
Amounts paid for interest	$	32		$	32
Amounts paid for income taxes
Non-cash financing transactions
Lind conversions		3,030			983
Debt to equity conversion		207			—

	Common Shares Outstanding		Common Stock			Additional Paid-in Capital			Deficit			Accumulated Other Comprehensive Loss			Total

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 placements - 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 presentation		—		—			—			—			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
Exercise of options		10,091		5			—			—			—			5
Fair value of broker warrants granted		—		—			41			—			—			41
Fair value of Lind warrants granted		—		—			127			—			—			127
Private placements - July 2017		2,962,500		1,540			—			—			—			1,540
Private placement – September 2017		415,747		207												207
Debt conversions		6,696,590		3,030			—			—			—			3,030
Share issuance costs		—		(230	)		—			—			—			(230	)
Fair value of stock options exercised		—		2			(2	)		—			—			—
Share-based payments		—		—			1,113			—			—			1,113
Reporting currency presentation		—		—			—			—			(258	)		(258	)
Loss for the period		—		—			—			(3,773	)		—			(3,773	)
Balance, December 31, 2017		208,861,265	$	72,583		$	11,599		$	(78,625	)	$	(864	)	$	4,693

	For the Three and Six Months Ended December 31,
Excluded potentially dilutive securities ⁽¹⁾⁽²⁾:	2023		2022
Options		938,000		996,000
Warrants		19,032,421		1,801,624
Convertible debt		2,089,860		81,600
Total potential dilutive securities		22,060,281		2,879,224

	Amount
Opening balance, June 30, 2023	$	10,561
Accretion expense		3,251
Principal and accrued interest converted		(8,306	)
Balance, December 31, 2023	$	5,506
Add: Unamortized debt issuance costs		494
Remaining principal balance, December 31, 2023	$	6,000

	As of
	December 31, 2017		June 30, 2017
Convertible debt, current portion	$	667	$	2,161
Noncurrent:
Convertible notes	$	—	$	592
Convertible security		1,609		1,304
	$	1,609	$	1,896

								Black Scholes pricing model inputs
Funding Date	Face Value¹		Warrants Issued²		Issue Price³		Warrant Expiry Date	Risk-free rate			Yield			Volatility			Expected Life
August 15, 2017	$	300		260,483		C$0.73	August 15, 2020		1.23	%		0	%		49.6	%	3 years
September 28, 2017		300		283,413		C$0.66	September 28, 2020		1.23	%		0	%		47.7	%	3 years
October 31, 2017		300		308,901		C$0.62	October 31, 2020		1.59	%		0	%		47.0	%	3 years
December 6, 2017		300		355,132		C$0.54	December 6, 2020		1.59	%		0	%		48.9	%	3 years
Total	$	1,200		1,207,929

	Convertible Notes
Balance, June 30, 2017	$	592
Accreted interest, net of interest paid		75
Balance, December 31, 2017	$	667

	Derivative Liability
Balance, June 30, 2017	$	82
Change in fair value of derivative liability		(—	)
Balance, December 31, 2017	$	82

	Number of Options			Weighted Average Exercise Price (C$)
Balance, June 30, 2017		16,605,000		$	0.73
Issued		3,925,000			0.47
Exercised		(10,091	)		0.62
Cancelled/expired		(4,470,000	)		0.75
Balance, December 31, 2017		16,049,909		$	0.66

Exercise price (C$)		Expiry date	Number outstanding		Aggregate Intrinsic Value (C$000s)		Number exercisable		Aggregate Intrinsic Value (C$000s)
$	0.47	November 9, 2022		3,925,000	$	1,060		3,925,000	$	1,060
$	0.62	January 19, 2021		5,264,909		632		5,264,909		632
$	0.76	March 6, 2022		5,650,000		—		2,825,000		—
$	0.94	April 28, 2018		400,000		—		400,000		—
$	0.94	April 28, 2019		100,000		—		100,000		—
$	0.94	July 21, 2021		710,000		—		532,500		—
	Balance December 31, 2017			16,049,909	$	1,692		13,047,409	$	1,692

	Warrants		Weighted average exercise price (C$)
Balance June 30, 2017		20,609,086	$	0.79
Granted		4,362,991		0. 75
Balance, December 31, 2017		24,972,077	$	0. 78

	For the three months ended December 31,				For the six months ended December 31,
	2017		2016		2017		2016
Technical studies and engineering	$	59	$	1,551	$	454	$	1,988
Field management and other		132		399		342		633
Metallurgical development		89		419		172		1,691
Geologists and field staff		23		28		48		55
Total	$	303	$	2,397	$	1,016	$	4,367

	As of December 31, 2017
	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	80	$	80	$	—	$	—
Available-for-sale securities		17		17		—		—
Total	$	97	$	97	$	—	$	—
Liabilities:
Convertible debt	$	1,609	$	—	$	—	$	1,609
Derivative liability, convertible debt		82		—		—		82
Total	$	1,691	$	—	$	—	$	1,691

Balance, June 30, 2017	$	3,547
Additional debt drawdown		1,000
Conversions to equity		(3,030	)
Realized and unrealized gains		174
Balance, December 31, 2017	$	1,691

Funding Date		Face Value¹	Warrants Issued	Issue Price²	Warrant Expiry Date
January 30, 2018	$	1,800	1,546,882	C$0.72	January 30, 2021
February 5, 2018		600	529,344	C$0.70	February 5, 2021
February 7, 2018		600	541,435	C$0.69	February 7, 2021


	For the three months ended December 31,						For the six months ended December 31,
	2017			2016			2017			2016
Operating expenses:
Employee-related costs	$	751		$	459		$	1,399		$	962
Professional fees		118			279			393			612
Exploration expenditures		303			2,397			1,016			4,367
Other operating expenses		391			215			687			389
Total operating expenses		1,563			3,350			3,495			6,330

Change in financial instrument fair value		274			(39	)		297			(335	)
Foreign exchange (gain) loss		36			160			(201	)		193
Interest expense		91			71			175			140
Gain (loss) on available for sale securities		(4	)		5			7			(6	)
Income tax expense		—			—			—			—
Net Loss	$	1,960		$	3,547		$	3,773		$	6,322