# NioCorp Developments Ltd. (NB) 10-Q SEC filing - Q2 FY2025
- Filed: Feb 7, 2025
- Fiscal quarter: Q2 FY2025
- Calendar quarter: Q4 2024
- Accession: 0001539497-25-000398
- OpenCapital page: https://www.opencapital.sh/filings/0001539497-25-000398
- Markdown URL: https://www.opencapital.sh/filings/0001539497-25-000398.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1512228/0001539497-25-000398-index.htm
## Filing documents
- [10-Q (n2574_x249-10q.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249-10q.htm)
- [CONSENT AND WAIVER, DATED AS OF JANUARY 3, 2025, BETWEEN NIOCORP DEVELOPMENTS LT (n2574_x249ex4-9.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex4-9.htm)
- [CERTIFICATION OF CHIEF EXECUTIVE OFFICER (n2574_x249ex31-1.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex31-1.htm)
- [CERTIFICATION OF CHIEF FINANCIAL OFFICER (n2574_x249ex31-2.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex31-2.htm)
- [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER (n2574_x249ex32-1.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex32-1.htm)
- [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER (n2574_x249ex32-2.htm)](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex32-2.htm)
---
## 10-Q
SEC source: [n2574_x249-10q.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249-10q.htm)
**UNITED
STATES**
**SECURITIES
AND EXCHANGE COMMISSION**
**Washington,
D.C. 20549**
**FORM10-Q**
**☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the quarterly period ended December 31, 2024**
**OR**
**☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For
the transition period from to**
***Commission
file number: 001-41655***
**NioCorp
Developments Ltd.**
(Exact
Name of Registrant as Specified in its Charter)
| British Columbia, Canada | 98-1262185 |
| --- | --- |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 7000 South Yosemite Street, Suite 115 Centennial, CO (Address of Principal Executive Offices) | 80112 (Zip code) |
| Registrant’s telephone number, including area code: (720) 334-7066 | |
Securities
registered pursuant to Section 12(b) of the Act:
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
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. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
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:
Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller Reporting Company ☒
Emerging Growth Company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 7, 2025, the registrant had 46,818,119 Common Shares
outstanding.
**TABLE
OF CONTENTS**
| | | Page |
| --- | --- | --- |
| [**PART I — FINANCIAL INFORMATION**](#a001) | | |
| [ITEM 1.](#a002) | [FINANCIAL STATEMENTS](#a002) | 1 |
| [ITEM 2.](#a003) | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#a003) | 19 |
| [ITEM 3.](#a004) | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](#a004) | 29 |
| [ITEM 4.](#a005) | [CONTROLS AND PROCEDURES](#a005) | 29 |
| [**PART II — OTHER INFORMATION**](#a006) | | |
| [ITEM 1.](#a007) | [LEGAL PROCEEDINGS](#a007) | 31 |
| [ITEM 1A.](#a008) | [RISK FACTORS](#a008) | 31 |
| [ITEM 2.](#a009) | [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](#a009) | 31 |
| [ITEM 3.](#a010) | [DEFAULTS UPON SENIOR SECURITIES](#a010) | 32 |
| [ITEM 4.](#a011) | [MINE SAFETY DISCLOSURES](#a011) | 32 |
| [ITEM 5.](#a012) | [OTHER INFORMATION](#a012) | 32 |
| [ITEM 6.](#a013) | [EXHIBITS](#a013) | 32 |
| [**SIGNATURES**](#a014) | | 33 |
**PART I
— FINANCIAL INFORMATION**
**ITEM
1. FINANCIAL STATEMENTS**
**Contents**
| Line item | Page |
| --- | --- |
| Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024 (unaudited) | 2 |
| Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2024 and 2023 (unaudited) | 3 |
| Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2024 and 2023 (unaudited) | 4 |
| Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and six months ended December 31, 2024 and 2023 (unaudited) | 5 |
| Notes to condensed consolidated financial statements (unaudited) | 6 - 18 |
1
**NioCorp Developments Ltd.**
### Condensed Consolidated Balance Sheets
_(expressed in thousands of U.S. dollars, except share data) (unaudited)_
| Line item | As of / December 31,2024 | As of / June 30, 2024 |
| --- | --- | --- |
| ASSETS | | |
| Current | | |
| Cash and cash equivalents | $477 | $2,012 |
| Prepaid expenses and other | 261 | 916 |
| Total current assets | 738 | 2,928 |
| Non-current | | |
| Deposits | 35 | 35 |
| Investment in equity securities | 4 | 4 |
| Right-of-use assets | 151 | 181 |
| Land and buildings, net | 840 | 837 |
| Mineral properties | 16,085 | 16,085 |
| Total assets | $17,853 | $20,070 |
| LIABILITIES | | |
| Current | | |
| Accounts payable and accrued liabilities | $2,552 | $1,843 |
| Warrant liabilities, at fair value | - | 2,365 |
| Convertible debt | 1,176 | 7,660 |
| Operating lease liability | 97 | 96 |
| Total current liabilities | 3,825 | 11,964 |
| Non-current | | |
| Warrant liabilities, at fair value | 2,687 | 1,651 |
| Earnout liability, at fair value | 3,064 | 3,817 |
| Operating lease liability | 70 | 104 |
| Total liabilities | 9,646 | 17,536 |
| Commitments and contingencies | - | - |
| Redeemable noncontrolling interest | 1,316 | 1,534 |
| SHAREHOLDERS’ EQUITY | | |
| Common stock, no par value, unlimited shares authorized; 43,671,287 and 38,062,647 shares outstanding, respectively | 172,235 | 163,823 |
| Accumulated deficit | (164,433) | (161,912) |
| Accumulated other comprehensive loss | (911) | (911) |
| Total shareholders’ equity | 6,891 | 1,000 |
| Total liabilities, redeemable noncontrolling interest, and shareholders’ equity | $17,853 | $20,070 |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
2
**NioCorp Developments Ltd.**
### Condensed Consolidated Statements of Operations and Comprehensive Loss
_(expressed in thousands of U.S. dollars, except share and per share data) (unaudited)_
| Line item | For the three months ended December 31, 2024 | For the three months ended December 31, 2023 | For the six months ended December 31, 2024 | For the six months ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Operating expenses | | | | |
| Employee related costs | $904 | $328 | $1,234 | $650 |
| Professional fees | 772 | 952 | 1,222 | 2,139 |
| Exploration expenditures | 261 | 828 | 399 | 1,928 |
| Other operating expenses | 964 | 809 | 1,441 | 1,643 |
| Total operating expenses | 2,901 | 2,917 | 4,296 | 6,360 |
| Change in fair value of earnout shares liability | (1,569) | (806) | (753) | (2,899) |
| Change in fair value of warrant liabilities | (837) | 71 | (893) | 144 |
| Change in fair value of convertible notes | 23 | - | 40 | - |
| Interest expense | 4 | 1,176 | 48 | 3,251 |
| Foreign exchange (gain) loss | (4) | 28 | 4 | 17 |
| Other gains | - | - | (122) | - |
| Loss on equity securities | - | 1 | - | 2 |
| Loss before income taxes | (518) | (3,387) | (2,620) | (6,875) |
| Income tax benefit | - | - | - | (101) |
| Net loss and comprehensive loss | (518) | (3,387) | (2,620) | (6,774) |
| Less: Net loss attributable to redeemable noncontrolling interest | (68) | (96) | (99) | (270) |
| Net loss and comprehensive loss attributable to the Company | $(450) | $(3,291) | $(2,521) | $(6,504) |
| Loss per common share, basic and diluted | $(0.01) | $(0.09) | $(0.06) | $(0.18) |
| Weighted average common shares outstanding, basic and diluted | 41,168,372 | 33,255,557 | 39,764,858 | 32,555,092 |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
3
**NioCorp Developments Ltd.**
### Condensed Consolidated Statements of Cash Flows
_(expressed in thousands of U.S. dollars) (unaudited)_
| Line item | For the six months ended December 31, 2024 | For the six months ended December 31, 2023 |
| --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | |
| Net loss for the period | $(2,620) | $(6,774) |
| Adjustments for: | | |
| Change in valuation of earnout shares liability | (753) | (2,899) |
| Change in valuation of warrant liabilities | (893) | 144 |
| Other gain | (122) | - |
| Share based compensation | 781 | - |
| Fair value of private placement warrants | 144 | 102 |
| Accretion of convertible debt | 44 | 3,251 |
| Change in fair value of convertible note | 40 | - |
| Yorkville share issuances | 37 | 63 |
| Depreciation | 1 | 1 |
| Unrealized loss on equity securities | - | 2 |
| Non-cash lease activity | (2) | 22 |
| | (3,343) | (6,088) |
| Change in working capital items: | | |
| Prepaid expenses | 654 | 953 |
| Accounts payable and accrued liabilities | 709 | 510 |
| Net cash used in operating activities | (1,980) | (4,625) |
| CASH FLOWS FROM INVESTING ACTIVITIES | | |
| Acquisition of land and buildings | (5) | - |
| Net cash used in investing activities | (5) | - |
| CASH FLOWS FROM FINANCING ACTIVITIES | | |
| Proceeds from issuance of capital stock | 7,828 | 3,054 |
| Related party debt draws | 33 | - |
| Related party debt repayments | (33) | - |
| Convertible debt repayments | (6,047) | - |
| Share issue costs | (1,331) | (136) |
| Net cash provided by financing activities | 450 | 2,918 |
| Change in cash and cash equivalents during period | (1,535) | (1,707) |
| Cash and cash equivalents, beginning of period | 2,012 | 2,341 |
| Cash and cash equivalents, end of period | $477 | $634 |
| Supplemental cash flow information: | | |
| Conversion of debt for common shares | $501 | $8,306 |
| Value of warrants issued | 2,262 | - |
| Interest paid | 4 | - |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
4
**NioCorp Developments Ltd.**
### Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest
_(expressed in thousands of U.S. dollars, except for share data) (unaudited)_
| Line item | Common Shares Outstanding | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | Redeemable Noncontrolling Interest |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, September 30, 2023 | 32,913,419 | $147,697 | $(153,690) | $(911) | $(6,904) | $1,926 |
| Exercise of options | 7,800 | - | - | - | - | - |
| Private placements | 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 |
| Balance, September 30, 2024 | 38,720,244 | $167,275 | $(163,983) | $(911) | $2,381 | $1,503 |
| November 2024 Registered Offering | 1,592,356 | 2,502 | - | - | 2,502 | - |
| November 2024 Private Offering | 2,199,602 | 1,716 | - | - | 1,716 | - |
| Yorkville equity facility draws | 811,000 | 1,172 | - | - | 1,172 | - |
| Redemptions of vested shares | 348,085 | 119 | - | - | 119 | (119) |
| Share-based compensation | - | 781 | - | - | 781 | - |
| Share issuance costs | - | (1,330) | - | - | (1,330) | - |
| Loss for the period | - | - | (450) | - | (450) | (68) |
| Balance, December 31, 2024 | 43,671,287 | $172,235 | $(164,433) | $(911) | $6,891 | $1,316 |
| Line item | Common Shares Outstanding | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | Redeemable Noncontrolling Interest |
| --- | --- | --- | --- | --- | --- | --- |
| Balance, June 30, 2023 | 31,202,131 | $140,421 | $(150,477) | $(911) | $(10,967) | $2,100 |
| Exercise of options | 7,800 | - | - | - | - | - |
| Private placements | 663,432 | 2,393 | - | - | 2,393 | - |
| Yorkville equity facility draws | 220,000 | 829 | - | - | 829 | - |
| Debt conversions | 1,998,481 | 8,306 | - | - | 8,306 | - |
| Share issuance costs | - | (139) | - | - | (139) | - |
| Loss for the period | - | - | (6,504) | - | (6,504) | (270) |
| Balance, December 31, 2023 | 34,091,844 | $151,810 | $(156,981) | $(911) | $(6,082) | $1,830 |
| Balance, June 30, 2024 | 38,062,647 | $163,823 | $(161,912) | $(911) | $1,000 | $1,534 |
| November 2024 Registered Offering | 1,592,356 | 2,502 | - | - | 2,502 | - |
| November 2024 Private Offering | 2,199,602 | 1,716 | - | - | 1,716 | - |
| Yorkville equity facility draws | 1,210,250 | 1,863 | - | - | 1,863 | - |
| Redemptions of vested shares | 348,085 | 119 | - | - | 119 | (119) |
| Debt conversions | 258,347 | 501 | - | - | 501 | - |
| Issuance of warrants | - | 2,262 | - | - | 2,262 | - |
| Share-based compensation | - | 781 | - | - | 781 | - |
| Share issuance costs | - | (1,332) | - | - | (1,332) | - |
| Loss for the period | - | - | (2,521) | - | (2,521) | (99) |
| Balance, December 31, 2024 | 43,671,287 | $172,235 | $(164,433) | $(911) | $6,891 | $1,316 |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
5
**NioCorp Developments Ltd.**
### **Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
1. DESCRIPTION OF BUSINESS
NioCorp Developments Ltd. (“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 Company’s niobium, scandium, and titanium project
(the “Elk Creek Project”) located in southeastern Nebraska.
The Company currently earns
no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial
operation. As further discussed in Note 3, these matters raised substantial doubt about the Company’s ability to continue
as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining additional financing
and maintaining continued support from its shareholders and creditors.
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.
2. BASIS OF PRESENTATION
a) Basis of Presentation and Consolidation
The accompanying interim condensed
consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United
States of America (“U.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 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, 2024. Certain transactions include reference to Canadian dollars (“C$”) where applicable.
In the opinion of management,
all adjustments considered necessary (including normal recurring adjustments) for a fair statement of the financial position, results
of operations, and cash flows at December 31, 2024, 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 U.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, 2024. The interim results are not necessarily indicative of results for the full year ending
June 30, 2025, or future operating periods.
b) Recent Accounting Standards
Issued and Not Effective
In November 2023, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU expand public entities’ segment disclosures
by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included
within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and
interim disclosures of a reportable segment’s profit or loss and assets. The ASU will be effective for our annual report
for the period ending June 30, 2025, and for interim period reports beginning thereafter. We are currently evaluating the impact
of adopting this ASU on our consolidated financial statements and disclosures.
6
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
In December 2023, the FASB issued
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness
of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is
effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter. Early
adoption is permitted and the amendments should be applied prospectively; however, retrospective application is permitted. We are
currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued
ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation
of Income Statement Expenses. ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses,
including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement
line item. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This
ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter
on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU
on our consolidated financial statements and 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.
c) Use of Estimates
The preparation of consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the 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 assets and related valuations, liabilities related to the April
2024 Notes, Earnout Shares, Private Warrants, November Public Warrants, and November Private 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 acquired a federal
income tax payable of $443 in connection with the GXII Transaction (as defined below). As a result of post-transaction losses at
Elk Creek Resources Corp. (“ECRC”), a partial release of the valuation allowance attributed to the reduction of the
acquired federal income tax payable of $101 was recorded as an income tax benefit in the condensed consolidated statement of operations
and comprehensive loss for the six months ended December 31, 2023. The Company maintains a full valuation allowance against future
income tax assets as it is more likely than not that all of the assets will not be realized.
d) Basic and Diluted Earnings per Share
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:
7
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| Line item | For the Three Months Ended December 31, 2024 | For the Three Months Ended December 31, 2023 | For the Six Months Ended December 31, 2024 | For the Six Months Ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Net loss | $(518) | (3,387) | $(2,620) | $(6,774) |
| Adjust: Net loss attributable to noncontrolling interest | (68) | (96) | (99) | (270) |
| Net loss available to participating securities | (450) | (3,291) | (2,521) | (6,504) |
| Net loss attributable to vested shares of ECRC Class B common stock | (48) | (321) | (176) | (580) |
| Net loss attributed to common shareholders - basic and diluted | $(402) | (2,970) | $(2,345) | $(5,924) |
| Denominator: | | | | |
| Weighted average shares outstanding – basic and diluted | 41,168,372 | 33,255,557 | 39,764,858 | 32,555,092 |
| Loss per Common Share outstanding – basic and diluted | $(0.01) | (0.09) | $(0.06) | $(0.18) |
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-month periods
indicated below.
Schedule of excluded from the dilutive securities
| Excluded potentially dilutive securities (1)(2): | For the Three and Six Months Ended December 31, 2024 | For the Three and Six Months Ended December 31, 2023 |
| --- | --- | --- |
| Options | 3,068,000 | 938,000 |
| Warrants (3) | 26,740,515 | 19,032,421 |
| Convertible debt | - | 2,089,860 |
| Total potential dilutive securities | 29,808,515 | 22,060,281 |
| (1) | The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. |
| --- | --- |
| (2) | Earnout Shares are excluded as the vesting terms were not met as of the end of the reporting period. |
| (3) | Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 11,073,889 Warrants that are each exercisable into one Common Share. |
3. GOING CONCERN
The Company incurred a loss
of $2,521 for the six months ended December 31, 2024 (six months ended December 31, 2023 - $6,504) and had a working capital deficit
of $3,087 and an accumulated deficit of $164,433 as of December 31, 2024. 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, 2024, the Company had cash of
$477, which will not be sufficient to fund normal operations or the repayment of the April 2024 Notes (as further discussed in
Note 6b) for the next twelve months. These conditions and events raise substantial doubt about the Company’s ability to continue
as a going concern.
In response to these conditions
and events, the Company plans to obtain additional financing. As disclosed in Note 13, on January 31, 2025, the Company closed the January 2025 Offering (as defined below), which resulted in the receipt of net proceeds of approximately $5,000 before deducting underwriting discounts and offering expenses. 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. The Company’s
plans
8
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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 include any adjustments related to the recoverability and classification of recorded asset amounts
or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
4. MINERAL PROPERTIES
During the quarter ended December 31, 2024,
the Company completed negotiations with four landowners in Nebraska and entered into contract amendments which extended the option
periods by approximately five years for each option to purchase agreement (“OTP”) covering four parcels of land for
project construction and operation which the Company does not already own. The Company paid $106 upon closing of the OTP extensions
and will make periodic payments totaling $184 over the extension period.
5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Schedule of account payable and accrued liabilities:
| Line item | As of / December 31, 2024 | As of / June 30, 2024 |
| --- | --- | --- |
| Accounts payable, trade | $2,243 | $1,417 |
| Trade payable accruals | 261 | 350 |
| Environmental accruals | 48 | 48 |
| Loan origination fees payable to related party | - | 28 |
| Total accounts payable and accrued liabilities | $2,552 | $1,843 |
6. DEBT
a) Yorkville Convertible Debenture
On July 19, 2024, the Company
and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the remaining outstanding principal
and accrued interest of $554 under the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville
pursuant to the Securities Purchase Agreement, dated January 26, 2023 (the “Yorkville Convertible Debt Financing Agreement”),
into Common Shares in exchange for a $95 make-whole payment. The Company recorded a gain on extinguishment of $19 as part other
gains in the condensed consolidated statements of operations and comprehensive loss.
The change
in the Convertible Debentures is presented below:
_For the Six Months Ended December 31, 2024_
| | |
| --- | --- |
| Balance at June 30, 2024 | $571 |
| Accretion expense | 43 |
| Principal and interest converted | (614) |
| Balance, December 31, 2024 | $- |
9
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The following table discloses
the components of interest expense associated with the Convertible Debentures.
| Component of Interest Expense | For the Three Months Ended December 31, 2024 | For the Three Months Ended December 31, 2023 | For the Six Months Ended December 31, 2024 | For the Six Months Ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Contractual interest | - | $91 | $1 | $221 |
| Amortization of discount and issuance costs | - | 1,085 | 42 | 3,030 |
| Total | - | $1,176 | $43 | $3,251 |
b) April 2024 Notes
On April 12, 2024, the Company
issued and sold to Yorkville and Lind Global Fund II LP (“Lind II”, and together with Yorkville, the “April 2024
Purchasers”) $8.0 million aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to
a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”), between the Company and
each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal
amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up
to 615,385 Common Shares, which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April 2024
Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split
or recapitalization.
The change
in the April 2024 Notes is presented below:
_For the Six Months Ended December 31, 2024_
| | |
| --- | --- |
| Fair value at June 30, 2024 | $7,089 |
| Principal payments | (5,953) |
| Change in fair value | 40 |
| Balance, December 31, 2024 | $1,176 |
| Remaining Principal Balance, December 31, 2024 | $1,176 |
The change
in the April 2024 Warrant liability is presented below:
_For the Six Months Ended December 31, 2024_
| | |
| --- | --- |
| Fair value at June 30, 2024 | $298 |
| Change in fair value | (86) |
| Fair value at December 31, 2024 | $212 |
On September 4, 2024 and October
3, 2024, NioCorp entered into (i) consents and waivers (the “2024 Yorkville Consents”) to the April 2024 Notes issued
and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) consents and waivers (together with the 2024 Yorkville
Consents, the “2024 Note Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase
Agreement. The 2024 Note Consents, among other things, extended and deferred certain monthly payments and extended the maturity
of the April 2024 Notes until January 31, 2025.
Except as modified by the 2024
Note Consents and the January Yorkville Consent (as defined below), as discussed in Note 13, the terms of the April 2024 Notes
as previously disclosed are unchanged.
10
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
7. CLASS B COMMON STOCK OF ECRC
The shares of Class B common
stock of ECRC, an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp. II (“GXII”),
include rights under which the holders may exchange such shares into Common Shares. Certain of such shares were vested as of the
Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date
(as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting conditions (the
“Earnout Shares”).
*Earnout Shares*
The Earnout Shares were valued
utilizing a Monte Carlo Simulation pricing model with the following primary inputs:
| Key Valuation Input | December 31, 2024 | June 30, 2024 |
| --- | --- | --- |
| Closing Common Share price | $1.55 | $1.73 |
| Term (expiry) | March 17, 2033 | March 17, 2033 |
| Implied volatility of Public Warrants | 64.0% | 65.0% |
| Risk-free rate | 4.52% | 4.35% |
The following table sets forth
a summary of the changes in the fair value of the Earnout Shares liability for the six-month period ended December 31, 2024:
_For the Six Months Ended December 31, 2024_
| | |
| --- | --- |
| Fair value at June 30, 2024 | $3,817 |
| Change in fair value | (753) |
| Fair value at December 31, 2024 | $3,064 |
*Vested Shares*
On December 12, 2024, and December
20, 2024, 25,000 Vested Shares and 323,085 Vested Shares, respectively, were exchanged for an equivalent number of Common Shares.
This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted for as an equity transaction
in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized. Accordingly,
the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest
with a corresponding offset booked to equity. As of December 31, 2024, 3,934,031 Vested Shares remained outstanding.
8. COMMON SHARES
a) Issuance
On November 5, 2024, the
Company closed an underwritten public offering (the “November 2024 Registered Offering”), pursuant to the underwriting
agreement, dated November 3, 2024 (the “Underwriting Agreement”), with Maxim Group LLC, as underwriter (the “Underwriter”),
which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”) to purchase up to an
additional 1,672,090 Common Shares and 836,045 Warrants (the “Series B Public Warrants” and, together with the Series
A Public Warrants, the “November Public Warrants”) to purchase up to an additional 836,045 Common Shares. Each Common
Share was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering
price of $1.57. The gross proceeds from the November 2024 Registered Offering were $2,501 before deducting underwriting
discounts and offering expenses. The November Public Warrants were classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair values of the Common Shares and the November Public Warrants on the date of issuance, with $943 allocated to the fair value of the November Public Warrants and the balance of the proceeds of $1,558 allocated to Common Shares. The Company incurred total transaction costs related to the November 2024 Registered Offering $1,226, which were treated as share issuance costs at closing. The Series A Public
11
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
Warrants have an exercise price of $1.75 per underlying Common Share, are
exercisable immediately, and will expire on November 5, 2026. The Series B Public Warrants have an exercise price of $2.07 per
underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November
5, 2029. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option
to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate
of 358,280 Common Shares. “Option Warrant” means one Series A Public Warrant combined with one-half of one Series B
Public Warrant. On November 4, 2024, the Underwriter partially exercised its over-allotment option to purchase 79,734 additional
Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts, discussed above,
issued at closing of the November 2024 Registered Offering.
On November 13, 2024, the
Company closed a non-brokered private placement (the “November 2024 Private Offering”), pursuant to binding subscription
agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602 units of the Company (the
“November 2024 Units”). Each November 2024 Unit consists of one Common Share, one Warrant (collectively, the “Series
A Private Warrants”) to purchase one Common Share and one-half of one Warrant to purchase one-half of one Common Share (collectively,
the “Series B Private Warrants” and, together with the Series A Private Warrants, the “November Private Warrants”).
Each November 2024 Unit was issued and sold at a price of $1.57. The gross proceeds of the November 2024 Private Offering were
approximately $3,500 before deducting offering expenses. Certain directors and officers of the Company (the “Insider Investors”)
purchased November 2024 Units at a price of $1.7675 per November 2024 Unit, which price includes $0.1975 per November 2024 Unit
and allowed such directors and officers to participate in the November 2024 Private Offering in accordance with the rules of the
Nasdaq Stock Market LLC (the “Nasdaq”). The Series A Private Warrants have an exercise price of $1.75 per underlying
Common Share, are exercisable immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise
price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will
expire on November 13, 2029. The Company recorded a non-cash expense of $34 and $110 to other operating expense and employee related
costs, respectively, representing the excess of fair value of the November 2024 Units over the purchase price paid by Insider Investors.
Based upon the
Company’s analysis of the criteria contained in ASC 815, the Company determined that the November Private Warrants met
the definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of
NioCorp Common Shares would require shareholder approval. As such, the November Private Warrants were recognized as warrant
liabilities on the consolidated balance sheet and were measured at their issuance date fair value of
$1,928 and subsequently remeasured at each reporting period with changes being recorded as a non-operating gain or loss in the
consolidated statement of operations and comprehensive loss. The remaining proceeds of the November 2024 Private Offering of
$1,573 were allocated to Common Shares. The Company incurred total transaction costs related to the November 2024 Private Offering
of $161, of
which $60 was
allocated to the November Private Warrants and was expensed at closing.
The following tables disclose
the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November Private Warrants.
Schedule of Black-Scholes model used in valuing the November Public Warrants and November Private Warrants
| Key Valuation Input | Series A Public Warrants / December 31, 2024 | Series A Public Warrants / November 5, 2024 | Series B Public Warrants / December 31, 2024 | Series B Public Warrants / November 5, 2024 |
| --- | --- | --- | --- | --- |
| Closing Common Share price | $$1.55 | $1.455 | $1.55 | 1.455 |
| Term (years) | 4.5 | 4.5 | 1.85 | 2.0 |
| Historic equity volatility | 67.98% | 67.43% | 70.84% | 67.13% |
| Risk-free rate | 4.36% | 4.14% | 4.25% | 4.20% |
12
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| Key Valuation Input | Series A Private Warrants / December 31, 2024 | Series A Private Warrants / November 13, 2024 | Series B Private Warrants / December 31, 2024 | Series B Private Warrants / November 13, 2024 |
| --- | --- | --- | --- | --- |
| Closing Common Share price | $$1.55 | $1.49 | $1.55 | 1.49 |
| Term (years) | 4.5 | 4.5 | 1.87 | 2.0 |
| Historic equity volatility | 67.98% | 67.52% | 70.47% | 67.26% |
| Risk-free rate | 4.36% | 4.30% | 4.25% | 4.20% |
The following table sets forth
a summary of the changes in the fair value of the November Private Warrants liabilities.
| Line item | November Private Warrants |
| --- | --- |
| Fair value at issuance | $1,929 |
| Change in fair value | 152 |
| Fair value as of December 31, 2024 | $2,081 |
As of December 31, 2024,
the Company has access to up to $57,443 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the
“Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed
by Yorkville Advisors Global, LP (“Yorkville”), through April 1, 2026. The Company issued the following Common Shares
under the Yorkville Equity Facility Financing Agreement during the six months ended December 31, 2024:
The Company issued the following
Common Shares under the Yorkville Equity Facility Financing Agreement during the six months ended December 31, 2024:
| Date | Common Shares Issued | Gross Funds Received | Market Value of Shares Issued | (Gain)/Loss on Issuance |
| --- | --- | --- | --- | --- |
| August 28, 2024 | 75,000 | $140 | $133 | $(7) |
| September 3, 2024 | 71,000 | 124 | 123 | (1) |
| September 6, 2024 | 71,500 | 118 | 118 | - |
| September 16, 2024 | 72,000 | 124 | 124 | - |
| September 19, 2024 | 49,750 | 85 | 85 | - |
| September 25, 2024 | 60,000 | 101 | 108 | 7 |
| November 18, 2024 | 115,000 | 158 | 167 | 9 |
| November 21, 2024 | 110,000 | 147 | 150 | 3 |
| November 27, 2024 | 105,000 | 137 | 138 | 1 |
| December 6, 2024 | 110,000 | 155 | 187 | 32 |
| December 11, 2024 | 141,000 | 219 | 212 | (7) |
| December 16, 2024 | 120,000 | 168 | 166 | (2) |
| December 20, 2024 | 110,000 | 149 | 154 | 5 |
(Gain)/loss on issuance
represents a non-cash amount 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 condensed
consolidated statement of operations and comprehensive loss.
13
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
b) Stock Options
Schedule of stock option
| Line item | Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Life |
| --- | --- | --- | --- | --- |
| Balance, June 30, 2024 | 2,495,500 | $4.78 | | |
| Granted | 935,000 | 1.40 | | |
| Exercised | - | - | | |
| Cancelled/expired | (362,500) | 9.35 | | |
| Balance, December 31, 2024 | 3,068,000 | $3.17 | $140 | 3.89 Years |
On December 23, 2024, the Company
granted 935,000 Options with a fair value price of $0.84 per Option, based on a Black-Scholes model with a risk-free rate of 4.44%,
average share price volatility of 67.2%, and a five-year expected option life. These Options were fully vested on the issuance
date and the Company expensed $781 in the condensed consolidated statement of operations associated with the Option grants.
c) Warrants
Warrant transactions are summarized
as follows. Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using
end of period foreign currency exchange rates.
Schedule of warrant transactions
| Line item | Number of Warrants | Weighted Average Exercise Price |
| --- | --- | --- |
| Balance, June 30, 2024 | 18,563,561 | $10.53 |
| Granted | 8,624,272 | 2.00 |
| Exercised | - | - |
| Expired | (447,318) | 8.94 |
| Balance, December 31, 2024 | 26,740,515 | $7.81 |
At December
31, 2024, the Company had outstanding exercisable Warrants, as follows:
| Number | Exercise Price | Expiry Date |
| --- | --- | --- |
| 855,800 | C$9.70 | February 19, 2025 |
| 250,000 | $4.60 | September 1, 2025 |
| 413,432 | $3.54 | December 22, 2025 |
| 315,000 | $2.20 | June 24, 2026 |
| 1,672,090 | $1.75 | November 5, 2026 |
| 2,199,602 | $1.75 | November 13, 2026 |
| 615,385 | $3.25 | April 12, 2027 |
| 15,666,626 | $11.50 | March 17, 2028 |
| 2,816,742 | $2.31 | September 17, 2028 |
| 836,045 | $2.07 | November 5, 2029 |
| 1,099,793 | $2.07 | November 13, 2029 |
| 26,740,515 | | |
*Private Warrants*
On March 17, 2023 (the “Closing
Date”), the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination
Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd. In connection with the closing
of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing
the GXII share purchase warrants (the
14
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
“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 of their permitted transferees are treated as Public Warrants.
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 pricing
model:
| Key Valuation Input | December 31, 2024 | June 30, 2024 |
| --- | --- | --- |
| Closing Common Share price | $1.55 | $1.73 |
| Strike price | $11.50 | $11.50 |
| Implied volatility of Public Warrants | 62.5% | 69.0% |
| Risk free rate | 4.35% | 4.45% |
| Dividend yield | 0% | 0% |
| Expected warrant life in years | 3.2 | 3.7 |
The change in the Private Warrants
liability is presented below:
_For the Six Months Ended December 31, 2024_
| | |
| --- | --- |
| Fair value at June 30, 2024 | $1,353 |
| Change in fair value | (960) |
| Fair value at December 31, 2024 | $393 |
*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 Lind Global Asset Management III, LLC (“Lind III”), Lind III received, amongst other things,
the right to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, the closing
trading price of the Common Shares on the Toronto Stock Exchange 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 Contingent Consent Warrants to be issued, if any, is based
on the Canadian dollar equivalent (based on the then current Canadian to U.S. dollar exchange rate as reported by Bloomberg, L.P.)
of $5,000 divided by the five-day volume weighted average price of the Common Shares on the 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
III that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.
15
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
On September 17, 2024, the Company’s
Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742 Contingent
Consent Warrants to Lind III. Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of $2.308 and may be exercised at any time prior to their expiration on September 17, 2028. The number of Contingent Consent Warrants issued
was based on $5,000 divided by the five-day volume weighted average price of the Common Shares on September 16, 2024. The Company
valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation with the following inputs:
The Company
valued the Contingent Consent Warrants at $2,262 based on a Black-Scholes valuation with the following inputs:
| Key Valuation Input | September 17, 2024 |
| --- | --- |
| Closing Common Share price | $1.74 |
| Term (years) | 4.0 |
| Historic equity volatility | 67.14% |
| Risk-free rate | 3.44% |
The Company recognized a gain
of $103 on the issuance of the Contingent Consent Warrants. This gain was recorded as a part of other gains in the condensed consolidated
statements of operations and comprehensive loss.
9. RELATED PARTY TRANSACTIONS
On September 11, 2024, the Company
and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into a loan agreement (the “Smith
Loan Agreement”), which provides for a $2,000 non-revolving, multi-draw credit facility (the “Smith Loan”). The
Smith Loan has an interest rate of 10% per annum, calculated monthly in arrears, through the date of repayment of the Smith Loan.
The Company can pre-pay the Smith Loan at any time without notice and without penalty, but any amount of principal or interest
repaid by the Company prior to the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025 and the occurrence
of an event of default under the Smith Loan Agreement will be subject to an early payment fee of 2.5% of the value of any such
payment. The Smith Loan is secured by all of the Company’s assets pursuant to a general security agreement between the Company
and Mr. Smith dated September 11, 2024.
Through October 30, 2024, the
Company borrowed a total of $504 under the Smith Loan and subsequently the Company repaid $508, representing the balance of the
interest and principal outstanding under the Smith Loan, along with $41 related to loan origination fees payable. As of December
31, 2024, the principal amount outstanding under the Smith Loan was $0 and accounts payable and accrued liabilities as of December
31, 2024, included $0 dollars of loan origination fees payable to Mr. Smith.
10. Exploration Expenditures
Schedule of exploration expenditures
| Line item | For the Three Months Ended December 31, 2024 | For the Three Months Ended December 31, 2023 | For the Six Months Ended December 31, 2024 | For the Six Months Ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Technical studies and engineering | $4 | $97 | $4 | $297 |
| Field management and other | 210 | 147 | 301 | 282 |
| Metallurgical development | 47 | 584 | 94 | 1,330 |
| Geologists and field staff | - | - | - | 19 |
| Total | $261 | $828 | $399 | $1,928 |
16
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
11. Leases
The Company
incurred lease costs as follows:
| Operating Lease Cost: | For the Three Months Ended December 31, 2024 | For the Three Months Ended December 31, 2023 | For the Six Months Ended December 31, 2024 | For the Six Months Ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Fixed rent expense | $23 | $23 | $46 | $45 |
| Variable rent expense | 4 | 3 | 7 | 7 |
| Short-term lease cost | 2 | 2 | 5 | 5 |
| Sublease income | (15) | (10) | (24) | (16) |
| Lease cost – other operating expense: | $14 | $18 | $34 | $41 |
The maturities of lease liabilities
are as follows at December 31, 2024:
| Line item | Future Lease Maturities |
| --- | --- |
| Total remaining lease payments | $197 |
| Less portion of payments representing interest | (30) |
| Present value of lease payments | 167 |
| Less current portion of lease payments | (97) |
| Non-current lease liability | $70 |
12. Fair Value Measurements
The following tables present
information about the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024, and
June 30, 2024, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine
such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for
identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices,
interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument
and include situations where there is little, if any, market activity for the instrument.
Schedule of fair values determined by level 3 inputs are unobservable data
_As of December 31, 2024_
| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| Assets: | | | | |
| Cash and cash equivalents | $477 | $477 | - | - |
| Investment in equity securities | 4 | 4 | - | - |
| Total | $481 | $481 | - | - |
| Liabilities: | | | | |
| April 2024 notes | $1,176 | - | - | $1,176 |
| Earnout Shares liability | 3,064 | - | - | 3,064 |
| Warrant liabilities | 2,687 | - | 2,687 | - |
| Total | $6,927 | - | $2,687 | $4,240 |
17
**NioCorp Developments Ltd.**
**Notes to the Condensed Consolidated Financial Statements**
**December 31, 2024**
(expressed in thousands of
U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
_As of June 30, 2024_
| Line item | Total | Level 1 | Level 2 | Level 3 |
| --- | --- | --- | --- | --- |
| Assets: | | | | |
| Cash and cash equivalents | $2,012 | $2,012 | - | - |
| Investment in equity securities | 4 | 4 | - | - |
| Total | $2,016 | $2,016 | - | - |
| Liabilities: | | | | |
| April 2024 notes | $7,089 | - | - | $7,089 |
| Earnout Shares liability | 3,817 | - | - | 3,817 |
| Warrant liabilities | 4,016 | - | 1,651 | 2,365 |
| Total | $14,922 | - | $1,651 | $13,271 |
13. SUBSEQUENT EVENTS
*The January Yorkville Consent
and the Repayment of the April 2024 Notes*
On January 3, 2025, the Company
entered into a consent and waiver (the “January Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville
pursuant to the April 2024 Purchase Agreement. The January Yorkville Consent, among other things, deferred the due date for the
amounts that would otherwise have been due to Yorkville on January 1, 2025 to the maturity date and extended the maturity date
to February 17, 2025, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure
of the Company to pay to Yorkville the remainder of the amount due on January 1, 2025. All remaining amounts due to Lind II ($176)
and Yorkville ($1,000) under the April 2024 Notes were repaid on January 6, 2025, and February 7, 2025, respectively.
*The January 2025 Offering*
On January 31, 2025, the Company
closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant to the underwriting agreement, dated January 29, 2025, with Maxim Group LLC, as underwriter, pursuant to which the Company issued and sold 2,577,320 Common Shares, 2,577,320 Series A warrants to purchase up to 2,577,320 Common Shares
(the “January 2025 Series A Warrants”) and 1,288,660 Series B warrants to purchase up to an additional 1,288,660 Common
Shares (the “January 2025 Series B Warrants”). Each Common Share was sold
together with one Series A Warrant and one-half of one Series B Warrant at a combined public offering price of $1.94. The gross
proceeds from the January 2025 Offering were approximately $5,000 before deducting underwriting discounts and offering expenses. The January 2025 Series A
Warrants have an exercise price of $1.98 per underlying Common Share, are exercisable immediately, and will expire on August 2, 2027. The January 2025 Series B Warrants have an exercise price of $2.05 per underlying Common Share,
are exercisable immediately, and will expire on January 31, 2029.
The Company used a portion of the net proceeds from the January 2025 Offering to repay outstanding obligations
under the April 2024 Notes and currently intends to use the remaining net proceeds for working capital and general corporate purposes,
including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operations.
18
**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 historical interim condensed consolidated financial statements
and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”) for the year ended June 30, 2024 filed on September 23, 2024 (the “Annual
Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United
States (“U.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 U.S. dollars unless noted otherwise.*
*As
used in this Quarterly Report on Form 10-Q, 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 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 “2023 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”); the anticipated benefits of the November Offerings (as defined below); the anticipated benefits of the January 2025 Offering (as defined below); 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 the Common Shares, no par value, of the Company (“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 Company’s niobium, scandium and titanium project (the “Elk Creek Project”) located in southeastern Nebraska;
NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements
at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products;
the outcome of current recovery process improvement testing and the evaluation of the benefits and costs of electrifying the mine
using Railveyor technology, and NioCorp’s expectation that such process and design improvements could lead to greater efficiencies
and cost savings in the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical metals; the Elk
Creek Project’s projected ore production and mining operations over its expected mine life; the completion of technical
and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite; NioCorp’s
updating its technical report for the Elk Creek Project; statements with respect to the estimation of mineral resources and mineral
reserves; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement
and construction companies; NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical
unrest on the Elk Creek Project’s economic model; and the creation of full time and contract construction jobs over the
construction period of the Elk Creek Project.
Forward-looking
statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,”
“intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements
that events, conditions,
19
or results “will,” “may,” “could,” or “should” (or the
negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions
with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance
(often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,”
“anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,”
or stating that certain actions, events, or results “may,” “could,” “would,” “might,”
or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions
relating to: NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on
acceptable terms or at all; NioCorp’s ability to service its existing debt and meet the payment obligations thereunder;
the future price of metals; the stability of the financial and capital markets; and current estimates and assumptions regarding
the 2023 Transactions and their benefits. Such forward-looking statements reflect the Company’s current views with respect
to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause
actual results, performance, or achievements to be materially different from any future results, performance, or achievements
that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following:
NioCorp’s ability to use the net proceeds of the November Offerings in a manner that will increase the value of shareholders’
investment; NioCorp’s ability to operate as a going concern; NioCorp’s requirement of significant additional capital;
NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms
or at all; NioCorp’s ability to receive a final commitment of financing from EXIM on an acceptable timeline, on acceptable
terms, or at all; NioCorp’s ability to recognize the anticipated benefits of the 2023 Transactions, including NioCorp’s
ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp’s
ability to continue to meet Nasdaq listing standards; risks relating to the Common Shares, including price volatility, lack of
dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp’s
level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity
Facility Financing Agreement may impair NioCorp’s ability to obtain additional financing; covenants contained in agreements
with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s
history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts
to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a “passive
foreign investment company” (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);
the potential that the 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax
consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s
exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems,
including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of,
niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships;
NioCorp’s ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and
production activities; feasibility study results; the results of metallurgical testing; the results of technological research;
changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry;
changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal
and/or state laws that may significantly affect the mining industry; the impacts of climate change, as well as actions taken or
required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to
obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling
and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived
potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties
or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties
in connection with exploration, mining, or development activities; management of the water balance at the Elk Creek Project site;
land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development,
including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties;
potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should
one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may
vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s
forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual
achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking
statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the
heading “Risk Factors” in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly
Report on Form 10-Q and the Company’s other reports filed with the SEC.
20
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 as of the date of this Quarterly Report on Form 10-Q. The Company does not assume any obligation to
update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except
as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance
on, forward-looking statements.
**Qualified
Person**
All
technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report
on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer. Mr. Honan
is a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of Disclosure for
Mineral Projects and subpart 1300 of Regulation S-K.
**Company
Overview**
NioCorp
is developing the Elk Creek Project, located in southeast Nebraska. The Elk Creek Project is a development-stage property that
has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is
continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources
in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking
into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries,
which may reduce charging times and increase battery safety. 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 steel, a stronger steel used in
automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or
reduces weight, 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 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.
**Recent
Corporate Events**
On January 31, 2025, the Company closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant to the underwriting agreement, dated January 29, 2025 (the January 2025 Underwriting Agreement”), with Maxim Group LLC, as underwriter, pursuant to which the Company issued and sold 2,577,320 Common Shares, 2,577,320 Series A warrants to purchase up to 2,577,320 Common Shares (the “January 2025 Series A Warrants”) and 1,288,660 Series B warrants to purchase up to an additional 1,288,660 Common Shares (the “January 2025 Series B Warrants”). Each Common Share was sold together with one Series A Warrant and one-half of one Series B Warrant at a combined public offering price of $1.94. The gross proceeds from the January 2025 Offering were approximately $5.0 million before deducting underwriting discounts and offering expenses. The January 2025 Series A Warrants have an exercise price of $1.98 per underlying Common Share, are exercisable immediately, and will expire on August 2, 2027. The January 2025 Series B Warrants have an exercise price of $2.05 per underlying Common Share, are exercisable immediately, and will expire on January 31, 2029.
**Elk
Creek Project Update**
On
October 30, 2024, the Company announced that it had completed bench-scale testwork at a demonstration-scale processing plant located
in Trois-Rivieres, Quebec built by the Company and L3 Process Development (“L3”) and operated by L3 (the “Demonstration
Plant”) that successfully demonstrated that the process developed for extracting and recovering rare earth oxides found
in the ore at the Elk Creek Project can be used to recycle the rare earth content in rare earth permanent magnets. The L3 team
was able to demagnetize and grind up permanent rare earth magnets and then leach the contained rare earth elements from the magnet.
The successful outcome of this testing opens up the possibility
21
of accepting mixed rare earth concentrate from other mines into
the planned Elk Creek plant once it is constructed and operating to supplement the ore expected to be produced from the Elk Creek
mine.
During
the quarter ended December 31, 2024, the Company completed negotiations with four landowners in Nebraska and entered into contract
amendments which extended the option periods by approximately five years for each Option to Purchase agreement (“OPT”)
covering four parcels of land for project construction and operation which the Company does not already own. The Company paid
$106,000 upon closing of the OPT extensions and will make periodic payments totaling $184,000 over the extension period.
Other
Activities
If
funds become available through the Company’s fundraising efforts, we expect to undertake the following activities:
- Continuation of the Company’s efforts to secure federal, state and local operating permits;
- Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements;
- Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth element production;
- Negotiation and completion of engineering, procurement, and construction agreements;
- Completion of the final detailed engineering for the underground portion of the Elk Creek Project;
- Initiation and completion of the final detailed engineering for surface project facilities;
- Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;
- Completion of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site;
- Initiation of revised mine groundwater investigation and control activities;
- Initiation of long-lead equipment procurement activities;
- As a follow-on to the Demonstration Plant operations, complete characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs;
- Continue the engineering and costing of road improvements near the junction of Nebraska state highways 50 and 62, which are intended to facilitate access to the Elk Creek Project site and manage increased traffic in the project vicinity; and
- Continue technical work with respect to improvements in the mine and the metallurgical process and costs.
**Financial
and Operating Results**
The
Company has no revenues from mining operations. Operating expenses incurred primarily related to 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.
22
| Line item | For the Three Months Ended December 31, 2024 | For the Three Months Ended December 31, 2023 | For the Six Months Ended December 31, 2024 | For the Six Months Ended December 31, 2023 |
| --- | --- | --- | --- | --- |
| Operating expenses | ($000s) | | | |
| Employee-related costs | $904 | $328 | $1,234 | $650 |
| Professional fees | 772 | 952 | 1,222 | 2,139 |
| Exploration expenditures | 261 | 828 | 399 | 1,928 |
| Other operating expenses | 964 | 809 | 1,441 | 1,643 |
| Total operating expenses | 2,901 | 2,917 | 4,296 | 6,360 |
| Change in fair value of Earnout Shares liability | (1,569) | (806) | (753) | (2,899) |
| Change in fair value of warrant liabilities | (837) | 71 | (893) | 144 |
| Change in fair values of convertible notes | 23 | - | 40 | - |
| Interest expense | 4 | 1,176 | 48 | 3,251 |
| Foreign exchange (gain) loss | (4) | 28 | 4 | 17 |
| Other gains | - | - | (122) | - |
| Loss on equity securities | - | 1 | - | 2 |
| Income tax benefit | - | - | - | (101) |
| Net loss and comprehensive loss | (518) | (3,387) | (2,620) | (6,774) |
| Less: Loss attributable to noncontrolling interest | (68) | (96) | (99) | (270) |
| Net loss attributable to the Company | $(450) | $(3,291) | $(2,521) | $(6,504) |
**Three-
and six-month periods ended December 31, 2024 compared to the three- and six-month periods ended December 31, 2023**
Significant
items affecting operating expenses are noted below:
*Employee-related
costs* increased for the three- and six-month periods in 2024 as compared to 2023, primarily due to the timing of fully vested
incentive options to purchase Common Shares (“Options”) issued to employees in 2024.
*Professional
fees* decreased for the three-month period in 2024 primarily due to increased audit fees associated with the
Company’s June 30, 2023 financial statements and increased review fees in connection with the Company’s September
30, 2023 financial statements, partially offset by transactions expenses (primarily legal and accounting costs) associated
with the warrant liabilities incurred with the November Offerings. Professional fees decreased for the six-month period in
2024 as compared to 2023, primarily due to higher costs incurred in 2023 related to the timing of legal services associated
with the Company’s SEC registration statements filed in October 2023, as well as increased audit fees associated with
the Company’s June 30, 2023 financial statements and increased review fees in connection with the Company’s
September 30, 2023 financial statements.
*Exploration
expenditures* decreased for the three- and six-month period in 2024 as compared to 2023, as 2023 costs included Demonstration
Plant operation costs. Operation of the Demonstration Plant ended during the prior year.
*Other
operating expenses* include 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 three-month period in 2024 as compared
to 2023 primarily due to the timing of fully vested Options issued to board members and advisors in 2024 as well as broker fees
and other financial service costs associated with the warrant liabilities incurred with the November Offerings. These costs decreased
for the six-month period in 2024 as compared to 2023 primarily due to a decrease in director and officer insurance expense, as
well as declines in scandium development initiatives and financial-related services, partially offset by the timing of fully vested
Options issued to board members and advisors in 2024 and an increase in investor relation services.
Other
significant items impacting the change in the Company’s net loss are noted below*:*
*Change
in fair value of Earnout Shares liability* represents the changes in fair value related to 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, the rights of the holders of which to exchange such shares into Common
23
Shares are subject to certain vesting
conditions (such shares of ECRC Class B common stock, the “Earnout Shares”). The credit balances for all periods represents
the impact of decreases in the Company’s Common Share price on the financial modeling used to determine the period end fair
values.
*Change
in fair value of warrant liabilities* represents the changes in fair value of Common Share purchase warrants (“Warrants”)
that are carried as liabilities in the condensed consolidated balance sheet. Expenses for the three- and six-month periods ending
December 31, 2023, primarily related to Lind Global Asset Management III, LLC’s (“Lind III”) 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 III. Expense
was recorded in these periods based on the impact of a lower closing Common Share price, which increased the probability of these
Contingent Consent Warrants being issued on the 18-month anniversary. The credit amounts booked for the three-and six-month periods
ending December 31, 2024, primarily related to the impact of our declining Common Share market price on the Black-Scholes modeling
results for our outstanding warrant liabilities.
*Interest
expense* decreased for the three-and six-month periods in 2024 as compared to 2023 as 2023 periods included accretion expense
associated with the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville in March 2023.
The outstanding balance of the Convertible Debentures was substantially reduced during fiscal year 2023, and was fully retired
in the first quarter of 2024, resulting in lower accretion during 2024.
*Other
Gain*s for the six-month period ended December 31, 2024, primarily relates to a non-cash gain on the issuance of the Contingent
Consent Warrants, which were issued in September 2024.
*Loss
attributable to noncontrolling interest* represents the portion of net loss in ECRC not owned by the Company.
**Liquidity
and Capital Resources**
We
have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed
by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of Options and
Warrants, and related party loans. With respect to currently outstanding Options and Warrants, we believe that exercise of these
instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares equals
or exceeds the related exercise price of each instrument.
On
April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (“Lind II” and, together with
Yorkville, the “April 2024 Purchasers”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April
2024 Purchase Agreement”), between the Company and each of the April 2024 Purchasers. The Company also issued to the April
2024 Purchasers, in proportion to the aggregate principal amount of the April 2024 Notes issued to each April 2024 Purchaser,
Warrants to purchase up to 615,385 Common Shares (the “April 2024 Warrants”), which are equal to 25% of the aggregate
principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any
adjustment to give effect to any stock dividend, stock split or recapitalization.
On
November 5, 2024, the Company closed the November 2024 Registered Offering, pursuant to the underwriting agreement, dated November
3, 2024 (the “Underwriting Agreement”), with Maxim Group LLC, as underwriter (the “Underwriter”), which
consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”) to purchase up to an additional
1,672,090 Common Shares and 836,045 Warrants (the “Series B Public Warrants” and, together with the Series A Public
Warrants, the “November Public Warrants”) to purchase up to an additional 836,045 Common Shares. Each Common Share
was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering price
of $1.57. The gross proceeds from the November 2024 Registered Offering were approximately $2.5 million before deducting underwriting
discounts and offering expenses. The Company entered into a warrant agency agreement with Computershare Inc. and its affiliate,
Computershare Trust Company, N.A., together as warrant agent, setting forth the terms and conditions of the November Public Warrants.
The Series A Public Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will
expire on November 5, 2026. The Series B Public Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable
beginning six months and one day from the date of issuance, and will expire on November 5, 2029. In addition, pursuant to the
Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option to purchase (i) 238,853 additional
Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares. “Option
Warrant” means one Series A Public Warrant combined with one-half
24
of one Series B Public Warrant. On November 4, 2024, Underwriter
partially exercised its over-allotment option to purchase 79,734 additional Series A Public Warrants and 39,867 additional Series
B Public Warrants, which amounts are included in the amounts issued at closing of the November 2024 Registered Offering above.
On November 13, 2024, the Company
closed a non-brokered private placement (the “November 2024 Private Offering” and, together with the November 2024
Registered Offering, the “November Offerings”) pursuant to binding subscription agreements with certain accredited
investors (the “Private Placement Investors”) as part of a non-brokered private placement of 2,199,602 units of the
Company (the “November 2024 Units”). Each November 2024 Unit consists of one Common Share, one Warrant (the “Series
A Private Warrants”) to purchase up to an additional Common Share and one-half of one Warrant to purchase up to an additional
one-half of one Common Share (the “Series B Private Warrants” and, together with the Series A Private Warrants, the
“November Private Warrants”). Each November 2024 Unit was issued and sold at a price of $1.57. The gross proceeds of
the November 2024 Private Offering were approximately $3.5 million before deducting offering expenses. Certain directors and officers
of the Company purchased November 2024 Units at a price of $1.7675 per November 2024 Unit, which price includes $0.1975 per November
2024 Private Unit and allows such directors and officers to participate in the November 2024 Private Offering in accordance with
the rules of the Nasdaq. The Series A Private Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable
immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise price of $2.07 per underlying
Common Share, are exercisable beginning six months and one day from the date of issuance, and will expire on November 13, 2029.
The November Offerings and the sale of
the April 2024 Notes have provided, and the January 2025 Offering and the Yorkville Equity Facility Financing Agreement are expected
to provide, near-term and longer-term access to capital. The ability of the Company to draw down on the Yorkville Equity Facility
Financing Agreement, at its discretion, is subject to certain limitations and the satisfaction of certain conditions. When available,
the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more
closely. Historically, cash has generally been available to the Company through private placements of equity for which the timing
did not always coincide with the Company’s cash needs. In the near term, the Company intends to utilize the Yorkville Equity
Facility Financing Agreement for working capital and general corporate purposes, including to advance our efforts to launch construction
of the Elk Creek Project and move it to commercial operations. The Company may also utilize the Yorkville Equity Facility Financing
Agreement to potentially generate funds at a time when they are in need. Alternatively, the Company can also utilize the Yorkville
Equity Facility Financing Agreement for opportunistic share sales.
On
September 11, 2024, the Company and Mark Smith entered into the Smith Loan Agreement, which provides for a $2.0 million non-revolving
credit facility (the “Smith Loan”). A total of $504,000 was subsequently drawn down, and subsequently the Company
repaid $508,000, representing the balance of the interest and principal outstanding under the Smith Loan, plus $41,000 related
to the loan origination fees payable.
As
of December 31, 2024, the Company had cash of $0.5 million and a working capital deficit of $3.1 million, compared to cash of
$2.0 million and a working capital deficit of $9.0 million on June 30, 2024.
We expect that the Company will
operate at a loss for the foreseeable future. The Company’s current planned cash needs are approximately $13.0 million
until June 30, 2025. On September 4, 2024, NioCorp entered into (i) a consent and waiver (the “September Yorkville
Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a
consent and waiver (together with the Yorkville Consent, the “September Consents”) to the April 2024 Notes issued
and sold to Lind II. On October 3, 2024, NioCorp entered into (i) a consent and waiver (the “October Yorkville
Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a
consent and waiver (together with the September Consents and the October Yorkville Consent, the “2024 Note
Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement. The 2024
Note Consents, among other things, extended and deferred certain monthly payments and extended the maturity of the April 2024
Notes until January 31, 2025. On January 3, 2025, NioCorp entered into a consent and waiver (the “January Yorkville
Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement. The
January Yorkville Consent, among other things, deferred the due date for the amounts that would otherwise have been due to
Yorkville on January 1, 2025 to the maturity date and extended the maturity date to February 17, 2025, and
prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay
to Yorkville the remainder of the amount due on January 1, 2025. See Notes 6b and 13 to the interim condensed consolidated
financial statements for additional information on the terms of the 2024 Note Consents and January Yorkville Consent,
respectively. All remaining amounts due to Lind II ($176,000) and Yorkville ($1.0 million) under the April 2024 Notes were repaid on
January 6, 2025, And February 7, 2025, respectively.
In
addition to outstanding accounts payable and short-term liabilities, our average monthly planned expenditures through June 30,
2025, are expected to be approximately $2.275 million per month where approximately $0.350 million is for corporate overhead and
estimated costs related to securing financing necessary for advancement of the Elk Creek Project. This
25
includes general overhead costs and satisfying outstanding accounts payable. This also includes anticipated
financing costs associated with the Elk Creek Project. The scope of these financing costs remains under discussion with EXIM. Approximately
$1.925 million per month is planned for expenditures relating to the advancement of the Elk Creek Project by NioCorp’s majority
owned subsidiary, ECRC, including an updated mine plan in connection with the EXIM application process. The Company’s ability
to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing.
The Company anticipates that it does not
have sufficient cash on hand to continue to fund basic operations for the next twelve months, and additional funds totaling $12.0
million to $15.0 million, net of funds raised from advances under the Yorkville Equity Facility Financing Agreement and borrowings
under the Smith Loan, if any, are likely to be necessary to continue advancing the Elk Creek Project in the areas of financing,
permitting, and detailed engineering. While the Yorkville Equity Facility Financing Agreement may provide the Company with access
to additional capital, the Company will likely require additional capital to meet its cash needs. Management is actively pursuing
such additional sources of debt and equity financing, and while it has been successful in doing so in the past, there can be no
assurance it will be able to do so in the future.
Current Elk Creek property lease commitments
are $136,000 through June 30, 2025. To maintain our currently held properties and fund our currently anticipated general and administrative
costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, 2025, the
Company will likely require additional financing during the current fiscal year. Should such financing not be available in that
timeframe, we will be required to reduce our activities and will not be able to carry out all our presently planned activities
at the Elk Creek Project.
On June 6, 2023, the Company announced
that it had submitted an application to EXIM 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. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction
Review Committee (the “TRC”) on October 2, 2023. During the quarter, EXIM continued to process the Company’s
application for debt financing under EXIM’s Make More in America Program. The Company’s application sits at TRC in
the second step in EXIM’s four-step approval process. The Company continues to meet with EXIM as well as providing responses
to requests for additional information from EXIM and to the consultants that are conducting due diligence on the Company’s
application on behalf of EXIM. As part of the diligence process, EXIM has identified additional project activities to be undertaken,
including, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis
reflecting updated process flows. However, there can be no assurance what further project activities or matters EXIM may request
in connection with the application process.
We
are currently unable to estimate how long the application process may take, and there can be no assurances that we will be able
to successfully negotiate a final commitment of debt financing from EXIM.
Except for the potential funding from advances under the Yorkville Equity Facility Financing Agreement,
as discussed above, and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements
for additional financing at this time, and there is no assurance that we will be able to obtain any such additional financing on
acceptable terms, if at all. Pursuant to the Exchange Agreement, 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 January 2025 Underwriting Agreement also contains certain covenants
that, among other things, limit NioCorp’s ability 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, at-the-market agreement
or other continuous offering of Common Shares, subject to certain exceptions. Notwithstanding the restrictions set forth in the
Exchange Agreement and the January 2025 Underwriting Agreement, there is significant uncertainty that we would be able to secure
any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed
equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management
may pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in
the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the Company
26
pursuant to private placements to accredited investors or pursuant to public
offerings in the form of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and
public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project
financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but
any such financings will be negotiated at arm’s-length. Future financings involving the issuance of equity securities or
derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities
and will likely be dilutive to current shareholders. In addition, we could raise funds through the sale of interests in our mineral
properties, although current market conditions and other recent worldwide events have substantially reduced the number of potential
buyers/acquirers of any such interests. However, we cannot provide any assurances that we will be able to be successful in raising
such funds.
Based
on the conditions described within, management has concluded, as supported by the notes that accompany our financial statements
for the year ended June 30, 2024, that substantial doubt exists as to our ability to continue as a going concern. The interim
condensed consolidated 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. As defined under S-K 1300, we are a development stage issuer and we have incurred losses
since our inception. We may not have sufficient cash, including Option and Warrant exercises subsequent to June 30, 2024, to fund
normal operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities
and raising additional funds. Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation,
and the potential for geographic recessions have contributed to general global economic uncertainty. During the three months ended
December 31, 2024, these events continued to create uncertainty with respect to overall project funding and timelines. We believe
that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate
where funding of its planned ongoing operating activities is secured. Therefore, these factors raise substantial doubt as to our
ability to continue as a going concern.
We
have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating
needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S. and Canadian chartered banks. We do not
believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions.
However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept
lower rates of interest, which has also lowered our potential interest income.
**Operating
Activities**
During
the six months ended December 31, 2024, the Company’s operating activities consumed $2.0 million of cash (2023: $4.6 million).
The cash used in operating activities for the six months ended December 31, 2024, reflects the Company’s funding of losses
of $2.6 million, increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other
non-cash transactions. Overall, operational outflows during the six months ended December 31, 2024, decreased from the corresponding
period of 2023 due to costs and expenditures incurred in connection with the Company’s Demonstration Plant. 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 $0.5 million during the three months ended December 31, 2024 (2023 inflows: $2.9 million), with 2024 inflows reflecting
the gross receipts of $6.0 million from the November Offerings and $1.8 million from Common Share issuances under the Yorkville
Equity Facility Financing Agreement, offset by $6.0 million of convertible debt repayments and $1.3 million of share issuance
costs.
**Cash
Flow Considerations**
The Company has historically relied upon
debt and equity financings to finance its activities. Subject to the restrictions set forth in the Exchange Agreement and the January
2025 Underwriting Agreement, the Company may pursue additional debt and/or equity financing in the medium term; however, there
can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.
27
The
Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance
that additional funding will be available to it for current or future projects, although the Company has been successful in the
past in financing its activities through the sale of equity securities.
The
ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions,
and its success in developing the Elk Creek Project. Any quoted market for the Common Shares may be subject to market trends generally,
notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading
price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.
Historically,
the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration
and development plans and other contractual obligations when due. However, development and construction of the Elk Creek Project
will require substantial additional capital resources. This includes near-term funding and, ultimately, funding for Elk Creek
Project construction and other costs. See “*Liquidity and Capital Resources*” above for the Company’s discussion
of arrangements related to possible future financings.
**Critical
Accounting Estimates**
There
have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting
Pronouncements” as of June 30, 2024, in the Annual Report on Form 10-K.
**Certain
U.S. Federal Income Tax Considerations**
If
NioCorp (or a subsidiary) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.
holder of Common Shares or other 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, 2024 and 2023, 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 the Annual Report on Form 10-K.
Other
The
Company has one class of shares, being Common Shares. A summary of outstanding shares, Options, Warrants, and convertible debt
as of February 7, 2025, is set out below, on a fully diluted basis.
| Line item | Common Shares Outstanding (Fully Diluted) |
| --- | --- |
| Common Shares | 46,818,119 |
| Vested shares of ECRC Class B common stock (1) | 3,934,031 |
| Options (2) | 3,063,000 |
| Warrants (3) | 30,376,495 |
28
| (1) | Each exchangeable into one Common Share at any time, and from time to time, until March 17, 2033. |
| --- | --- |
| (2) | Each exercisable into one Common Share. |
| (3) | Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 14,709,869 Warrants that are each exercisable into one Common Share. |
**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 incurs expenditures in both U.S. dollars and Canadian dollars. Canadian dollar expenditures are primarily related to 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 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**
The
management of NioCorp Developments Ltd. has evaluated, under the supervision of and with the participation of our management,
including the Chief Executive Office (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness
of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act) as of December 31, 2024. Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024,
our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting
described below.
Notwithstanding the material weaknesses
in our internal control over financial reporting, our CEO and CFO have concluded that the interim condensed consolidated financial
statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results
of operations and cash flows for the periods presented in conformity with U.S. GAAP.
***Material Weaknesses in Internal Control
over Financial Reporting Existing as of December 31, 2024***
The management of NioCorp Developments
Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act for the Company. Management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth in the Internal Control
- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).
Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024, our internal control over financial
reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
29
*Material
Weaknesses*
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be
prevented or detected on a timely basis.
Management
concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June
30, 2024, continued to exist as of December 31, 2024. Specifically, management identified deficiencies in the principles associated
with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the
criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.
- Control Environment: The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s financing transactions and associated reporting requirements. This material weakness contributed to additional material weaknesses further described below.
- Risk Assessment: The Company does not have a formal process to identify, update, and assess financial reporting risks due to changes in the Company’s business practices, including entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s control activities.
- Control Activities: Management did not maintain effective controls over:
○ monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness of accounting conclusions, and
○ the evaluation of certain inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions.
- Monitoring Activities: Management did not appropriately:
○ select, develop, and perform ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and
○ evaluate and communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
As
previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated
financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s
condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March
31, 2022, September 30, 2022, and December 31, 2022. Additionally, these material weaknesses could result in a misstatement of
the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial
statements that would not be prevented or timely detected.
***Remediation
Plan for the Material Weaknesses***
To
address our material weaknesses existing as of December 31, 2024, we have implemented a detailed plan to address each individual
material weakness identified, including the following:
- We have, and will continue, to engage outside accounting and internal control consultants with subject matter expertise to supplement our level of knowledge, experience, and training in accounting and internal control over financial reporting.
- We plan to develop a formal risk assessment process to ensure that it is robust and frequent enough for the Company’s business, including the identification of risks, the level of detail in our risk assessment, and the clarity of the linkage between risks and internal controls associated with the material weaknesses. The results of this effort are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks.
- We plan to develop and provide incremental training to the accounting and financial reporting team regarding accounting for and valuation of complex financial instruments.
- Management will develop a monitoring program to periodically evaluate and assess whether those responsible for controls are conducting their activities in accordance with their design, such that there is contemporaneous evidence
30
that the controls are present and functioning and will communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.
The
process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires
management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant
resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate
the material weaknesses or modify the remediation actions described above.
While
we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered
remediated until management completes the design and implementation of the actions described above and the controls operate for
a sufficient period of time, and management has concluded, through testing, that these controls are effective.
**Changes
in Internal Control over Financial Reporting**
Other
than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended December
31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal 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 the Annual Report on Form 10-K.
**ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**
**Recent
Sales of Unregistered Securities**
The
Company issued and sold the following Common Shares in reliance on exemptions from the registration requirements of the Securities
Act:
| Date | Gross Proceeds ($000s) | Shares Issued | Price/Share ($) |
| --- | --- | --- | --- |
| November 13, 2024(1) | 3,500.8 | 5,499,005 | |
| November 18, 2024(4) | 158.3 | 115,000 | $1.3767 |
| November 21, 2024(4) | 147.2 | 110,000 | $1.3381 |
| November 27, 2024(4) | 136.8 | 105,000 | $1.3024 |
| December 6,2024(4) | 155.4 | 110,000 | $1.4126 |
| December 11, 2024(4) | 218.7 | 141,000 | $1.5512 |
| December 16, 2024(4) | 168.3 | 120,000 | $1.4026 |
| December 20, 2024(4) | 149.0 | 110,000 | $1.3545 |
(1) Issued in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof in connection with the closing of the November 2024 Private Offering and based upon representations and warranties of the Private Placement Investors in connection therewith.
(2) Represents 2,199,602 Units, each of which consisted of one Common Share, one Series A Private Warrant and one-half of one Series B Private Warrant.
31
(3) The Units were sold at a price of $1.57 per Unit to Private Placement Investors other than the Insider Investors. The Units were sold to the Insider Investors at a price of $1.7675 per Unit, which price includes $0.1975 per Unit purchased by the Insider Investors and allowed the Insider Investors to participate in the November 2024 Private Offering in accordance with the rules of Nasdaq.
(4) 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, 2024, the Company and
its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure
is required under Section 1503(a) of the Dodd-Frank Act.
**ITEM
5. OTHER INFORMATION**
*Rule
10b5-1 Trading Arrangements*
During
the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of
the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”
(as each term is defined in Item 408 of Regulation S-K).
**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 |
| 3.3(2) | Amendment to Articles, effective March 17, 2023 |
| 4.1(3) | Consent and Waiver, dated as of October 3, 2024, between NioCorp Developments Ltd. and YA II PN, Ltd. |
| 4.2(3) | Consent and Waiver, dated as of October 3, 2024, between NioCorp Developments Ltd. and Lind Global Fund II LP |
| 4.3(4) | Warrant Agency Agreement, dated as of November 5, 2024, by and between NioCorp Developments Ltd., Computershare Inc. and Computershare Trust Company, N.A. |
| 4.4(4) | Form of November 2024 Series A Public Warrant |
| 4.5(4) | Form of November 2024 Series B Public Warrant |
| 4.6(3) | Form of Subscription Agreement in respect of units issued in November 2024 |
| 4.7(3) | Form of November 2024 Series A Private Warrant |
| 4.8(3) | Form of November 2024 Series B Private Warrant |
| 4.9(5) | Form of January 2025 Series A Warrant |
| 4.10(5) | Form of January 2025 Series B Warrant |
| 4.9 | Consent and Waiver, dated as of January 3, 2025, between NioCorp Developments Ltd. and YA II PN, Ltd. |
| 10.1(4) | Underwriting Agreement, dated as of November 3, 2024, by and between NioCorp Developments Ltd. and Maxim Group LLC |
| 10.1(5) | Underwriting Agreement, dated as of January 29, 2025, by and between NioCorp Developments Ltd. and Maxim Group LLC |
| 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
| 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(6) | Inline XBRL Instance Document |
| 101.SCH(6) | Inline XBRL Taxonomy Extension- Schema |
| 101.CAL(6) | Inline XBRL Taxonomy Extension – Calculations |
| 101.DEF(6) | Inline XBRL Taxonomy Extension – Definitions |
| 101.LAB(6) | Inline XBRL Taxonomy Extension – Labels |
| 101.PRE(6) | Inline XBRL Taxonomy Extension – Presentations |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
# Management compensation plan, arrangement, or agreement.
(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. 001-41655) filed with the SEC on March 17, 2023, and incorporated herein by reference. |
| --- | --- |
| (3) | Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-41655) filed with the SEC on November 11, 2024, and incorporated herein by reference. |
| (4) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on November 5, 2024, and incorporated herein by reference. |
| (5) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on January 31, 2025, and incorporated herein by reference. |
| (6) | 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 Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024, (ii) the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended December 31, 2024 and 2023, (iii) the Interim Condensed Consolidated Statements of Cash Flows for the Six Months ended December 31, 2024 and 2023, (iv) the Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the Three and Six Months ended December 31, 2024 and 2023 and (v) the Notes to the Interim Condensed Consolidated Financial Statements. |
**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 7, 2025
By: /s/ Neal Shah
Neal Shah
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 7, 2025
33
---
## CONSENT AND WAIVER, DATED AS OF JANUARY 3, 2025, BETWEEN NIOCORP DEVELOPMENTS LT
SEC source: [n2574_x249ex4-9.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex4-9.htm)
**Exhibit 4.9**
**CONSENT AND WAIVER**
**THIS CONSENT
AND WAIVER** (this “Consent and Waiver”), dated as of January 3, 2025 to the Note (as defined below) is between **NIOCORP DEVELOPMENTS LTD.**, a company organized under the laws of the Province of British Columbia, Canada, with principal
executive offices located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 (the “Company”),
and **YA II PN, LTD.**, a Cayman Islands exempt limited partnership (the “Holder”). Capitalized terms used
herein and not otherwise defined have the meanings set forth for such terms in the Note.
**WHEREAS**,
reference is made to that certain Unsecured Convertible Note, dated as of April 12, 2024 (the “Note”), between
the Company and the Holder, as modified by the Consents and Waivers, dated September 4, and October 3, 2024, between the Company
and the Holder (the “Consents”);
**WHEREAS**,
the Note was originally issued pursuant to the Securities Purchase Agreement, dated April 11, 2024, between the Company, the Holder
and Lind Global Fund II LP;
**WHEREAS**,
pursuant to Section (1)(c) of the Note, any Payment Date and the amount payable to the Holder on any such Payment Date may be modified
from time to time upon the mutual written consent of the Company and the Holder;
**WHEREAS**,
pursuant to the terms of the Note (as unmodified), the Company is obligated to make payment of $1,000,000 (the “January
Payment Amount”) in respect of the Payment Date on January 1, 2025 (the “January Payment Date”) because
the Equity Conditions have not been satisfied as of the last Trading Date prior to the January Payment Date;
**WHEREAS**,
the Company and the Holder desire to modify the Company’s payment obligation with respect of the January Payment Date by
deferring the due date of the January Payment Amount until February 17, 2025 (the “Amended January Payment Date”);
and
**WHEREAS**,
the Company and the Holder desire to modify the meaning of “Maturity Date” from the Amended Maturity Date of January
31, 2025 to February 17, 2025 (the “New Maturity Date”);
**WHEREAS**,
the Holder desires to prospectively waive any term in the Note that would otherwise be triggered upon a failure to pay to the Holder
the full January Payment Amount on the January Payment Date, including, but not limited to, (i) the occurrence of an Event of Default
under Section (2)(a)(i) of the Note (the “Event of Default Provision”), (ii) an increase to the Interest Rate
pursuant to Section (1)(b) of the Note (the “Interest Rate Provision”) and (iii) the Holder’s right to
accelerate, at the Holder’s election, all amounts owing in respect of the Note pursuant to Section (2)(b) of the Note (the
“Acceleration Provision”).
**NOW, THEREFORE**,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:
1.
The Holder hereby prospectively waives any term in the Note that would otherwise be triggered upon a failure to pay to the Holder
the January Payment Amount, equal to $1,000,000, on the Amended January Payment Date, including, but not limited to, (i) the Event
of Default Provision, (ii) the Interest Rate Provision and (iii) the Acceleration Provision.
2.
Except as described in Sections 1 of this Consent and Waiver, the terms of the Note attached hereto as Exhibit A are unchanged.
3.
This Consent and Waiver may be executed in two or more counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same document.
*[remainder of page intentionally left blank]*
2
**IN WITNESS WHEREOF**, the
Holder and the Company have caused their respective signature page to this Consent and Waiver to be duly executed as of the date
first written above.
**COMPANY:**
**NIOCORP DEVELOPMENTS LTD.**
By: /s/ Mark A. Smith
Name: Mark A. Smith
Title: President & CEO
*[Signature Page to Consent and Waiver to the Unsecured
Convertible Note]*
**HOLDER:**
**YA II PN, LTD.**
By: Yorkville Advisors Global, LP
Its: Investment Manager
By: Yorkville Advisors Global II, LLC
Its: General Partner
By: /s/ Michael Rosselli
Name: Michael Rosselli
Title: Partner
*[Signature
Page to Consent and Waiver to the Unsecured Convertible Note]*
**Exhibit A**
Yorkville Note
---
## CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SEC source: [n2574_x249ex31-1.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex31-1.htm)
**EXHIBIT 31.1**
**CERTIFICATION**
I, Mark A. Smith, certify that:
1. I have reviewed this Quarterly Report
on Form 10-Q of NioCorp Developments Ltd.;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report;
4. The registrant's other certifying officer(s)
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s)
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 7, 2025 By: /s/ Mark A. Smith
Mark A. Smith
Chief Executive Officer
(Principal Executive Officer)
---
## CERTIFICATION OF CHIEF FINANCIAL OFFICER
SEC source: [n2574_x249ex31-2.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex31-2.htm)
**EXHIBIT
31.2**
**CERTIFICATION**
I,
Neal Shah, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of NioCorp Developments Ltd.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
4. The registrant's
other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;
and
5. The registrant's
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the registrant's board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: February 7, 2025 By: /s/ Neal Shah
Neal Shah
Chief Financial Officer
(Principal Financial and Accounting Officer)
---
## CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
SEC source: [n2574_x249ex32-1.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex32-1.htm)
**EXHIBIT 32.1**
**CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350**
**AS ADOPTED PURSUANT TO**
**SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002**
In connection with the Quarterly Report
on Form 10-Q of NioCorp Developments Ltd. (the "Company"), for the period ended December 31, 2024, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark Smith, Chief Executive Officer of the Company,
hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that,
to my knowledge:
1. The Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company.
Date: February 7, 2025 By: /s/ Mark A. Smith
Mark A. Smith
Chief Executive Officer
(Principal Executive Officer)
---
## CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
SEC source: [n2574_x249ex32-2.htm](https://www.sec.gov/Archives/edgar/data/1512228/000153949725000398/n2574_x249ex32-2.htm)
**EXHIBIT
32.2**
**CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350**
**AS
ADOPTED PURSUANT TO**
**SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002**
In
connection with the Quarterly Report on Form 10-Q of NioCorp Developments Ltd. (the "Company"), for the period ended
December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Neal Shah,
Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
Date: February 7, 2025 By: /s/ Neal Shah
Neal Shah
Chief Financial Officer
(Principal Financial and Accounting Officer)