Financial Results Announcement - NioCorp Developments Ltd. announced preliminary financial results for the three-month period ended September 30, 2024 [4] - The financial results were disclosed in a press release dated November 8, 2024 [4] SEC Filing Details - The press release is attached as Exhibit 99.1 to the Form 8-K filing [4] - The Form 8-K was signed by Neal S. Shah, Chief Financial Officer, on November 8, 2024 [5] - The Form 8-K includes a cover page interactive data file embedded within the Inline XBRL document [3] - The Form 8-K was filed with the SEC on November 8, 2024 [2] Legal and Regulatory Information - The information in the press release is not deemed filed under Section 18 of the Securities Exchange Act of 1934 [4] - The press release is not incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act [4] Company Information - NioCorp Developments Ltd. is registered on the Nasdaq Stock Market LLC under the symbols NB and NIOBW [1] - The company's principal executive offices are located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 [2]

Financial Performance and Liquidity - The company has a working capital deficit and does not generate any revenue, raising substantial doubt about its ability to continue as a going concern[352] - Cash and cash equivalents decreased to $2,012 thousand from $2,341 thousand year-over-year[374] - Total current assets declined to $2,928 thousand from $3,726 thousand compared to the previous year[374] - Net loss for the period improved to $(11,898) thousand from $(40,308) thousand year-over-year[376] - Total operating expenses decreased significantly to $13,757 thousand from $37,410 thousand[376] - Net cash used in operating activities was $(11,732) thousand, an improvement from $(17,295) thousand in the previous year[379] - Net cash provided by financing activities increased to $11,403 thousand from $14,637 thousand[379] - Total liabilities decreased to $17,536 thousand from $29,797 thousand year-over-year[374] - Loss per common share improved to $(0.31) from $(1.34) compared to the previous year[376] - Weighted average common shares outstanding increased to 34,320,024 from 28,705,840[376] - Total shareholders' equity improved to $1,000 thousand from a deficit of $(10,967) thousand[374] - NioCorp's total shareholders' equity (deficit) as of June 30, 2024, was $1,000, compared to $(10,967) as of June 30, 2023[380] - The company reported a net loss of $11,435 for the year ended June 30, 2024, compared to a net loss of $40,080 for the previous year[380] - NioCorp issued 4,232,592 common shares through debt conversions, raising $14,479 in 2024[380] - The company's redeemable noncontrolling interest decreased from $2,100 as of June 30, 2023, to $1,534 as of June 30, 2024[380] - NioCorp's cash and cash equivalents exceeded FDIC insurance limits by $1,406 as of June 30, 2024[389] - The company's functional currency changed from Canadian dollars to U.S. dollars on March 17, 2023, due to significant changes in economic circumstances[390] - The company currently earns no operating revenues and requires additional capital to advance the Elk Creek Project to construction and commercial operation[384] - The company had a working capital deficit of $9,036 and an accumulated deficit of $161,912 as of June 30, 2024[416] - The company had cash of $2,012 as of June 30, 2024, which is insufficient to fund normal operations or repay the April 2024 Notes for the next twelve months[416] - The company plans to obtain additional financing, expecting access to up to $59,269 in net proceeds from the Yorkville Equity Facility Financing Agreement through April 1, 2026[418] - Net loss for the year ended June 30, 2024 was $11.898 million, compared to $40.308 million in 2023[411] - Basic and diluted loss per share for 2024 was $0.31, compared to $1.34 in 2023[411] - Total potentially dilutive securities excluded from computation were 23.908 million shares in 2024[412] - The company incurred a net loss of $11,435 for the year ended June 30, 2024, compared to a net loss of $40,080 in 2023[416] Financing and Debt - The company closed a private placement of convertible promissory notes for a principal amount of $8,000,000 on April 12, 2024[358] - The fair value of the convertible promissory notes was $7,089,000 as of June 30, 2024[359] - The fair value of the warrant liability was $298,000 as of June 30, 2024[360] - The company uses a simulation model to estimate the fair value of the convertible promissory notes and embedded features[359] - The company uses a Black-Scholes option pricing model to determine the fair value of the warrants[360] - The company issued $8,000 aggregate principal amount of unsecured notes (April 2024 Notes) to Yorkville and Lind Global Fund II LP[456] - The April 2024 Notes require monthly payments of $1,400 principal plus 8.0% payment premium and accrued interest, starting June 1, 2024[458] - The April 2024 Notes can be converted into Common Shares at a fixed conversion price of $2.75 per share, up to a maximum of 3,141,817 shares[459] - The April 2024 Notes mature on December 31, 2024 and carry a 0.0% interest rate, increasing to 18.0% upon default[462] - The company recognized an opening transaction loss of $4,256 related to the April 2024 Notes[466] - The fair value of the April 2024 Notes decreased from $10,315 on April 12, 2024 to $7,089 on June 30, 2024[468] - The fair value of the April 2024 Warrants decreased from $902 on April 12, 2024 to $298 on June 30, 2024[470] - Yorkville advanced $15,360 to NioCorp in exchange for $16,000 aggregate principal amount of unsecured convertible debentures and Common Share purchase warrants exercisable for up to 1,789,267 Common Shares[437] - The Convertible Debentures have an 18-month term with a 5.0% annual interest rate, increasing to 15.0% upon default[438] - The initial fair value of the Financing Warrants was $2,704, with a subsequent mark-to-market value of $3,337, resulting in a loss of $633[449] - The net proceeds of $15,360 from the Convertible Debentures were allocated with $12,656 booked to the convertible debt liability and $503 recognized as transaction costs[451] - The Convertible Debentures have an effective interest rate of 29.9%, with the balance accreted to face value at maturity plus the conversion premium[451] - The Financing Warrants were reclassified to shareholders' equity on March 17, 2023, following the closing of the Convertible Debentures[449] - Total interest expense for 2024 is $4,489, compared to $1,962 for the year ending June 30, 2023[452] - The remaining principal balance of the Convertible Debenture as of June 30, 2024 is $550[453] - The company issued the Lind III Convertible Security with a face value of $11,700, receiving net proceeds of $9,650 after deducting a $350 commitment fee[427] - Lind received a payment of $500, which would have been reduced to $200 if the 2023 Transactions had not been consummated by April 30, 2023[431] - A debt extinguishment loss of $201 occurred due to the Lind Consent, with a minimum estimated Consent Payment of $200 included in the calculation[432] - The initial loss on debt extinguishment totaled $1,622, including a $200 minimum Consent Payment, a $201 loss on debt extinguishment, and an initial fair value of Contingent Consent Warrants at $1,221[433] - The total loss on debt extinguishment amounted to $1,922, including an additional Consent Payment of $300[433] Regulatory and Environmental Compliance - The company is subject to various federal and state regulations, including environmental, labor, and mine safety regulations, which require permits and licenses for exploration and development activities[70] - The company's Elk Creek Project is governed by federal and state laws, including the General Mining Law of 1872, and requires permits and financial assurance for reclamation[71] - The company is subject to various federal, state, and local environmental regulations, which are becoming increasingly restrictive, potentially requiring additional capital expenditures and increased operating costs[72][74] - Compliance with environmental laws such as CERCLA, RCRA, CAA, NEPA, CWA, and SDWA could result in significant liabilities, fines, and delays in project approvals[74][75][76][77][78] - The Clean Air Act (CAA) may impose limitations on production levels or require additional capital expenditures for compliance, particularly for new and existing facilities[75] - The National Environmental Policy Act (NEPA) could cause delays in permit issuance or require project changes, impacting the economic feasibility of proposed projects[76] - The Clean Water Act (CWA) regulates stormwater discharge and prohibits unauthorized discharges, with potential penalties for non-compliance[77] - The Safe Drinking Water Act (SDWA) regulates subsurface injection wells, and violations could result in fines, penalties, and remediation costs[78] - Nebraska's environmental regulations, particularly the Prevention of Significant Deterioration (PSD) permit, could impact the timeline and costs of the Elk Creek Project[79] - The Company accrued $48 as an accrued liability related to estimated environmental obligations as of June 30, 2024[406] Operational and Project Development - The company acquired net cash of approximately $2.2 million and assumed net liabilities of approximately $0.4 million after considering GXII expenses related to the 2023 Transactions[48] - The company incurred expenses of approximately $6.8 million related to the 2023 Transactions, recorded as other operating expenses[48] - The company successfully produced a 1-kilogram ingot of Al-Sc alloy at pilot-scale in October 2023, marking progress in the Al-Sc master alloy initiative[53] - The company received a Preliminary Project Letter (PPL) from EXIM on April 15, 2024, indicating initial due diligence findings and a preliminary Indicative Term Sheet for potential debt financing of up to $800 million[55] - The company completed operations at the Demonstration Plant in February 2024, achieving improved recoveries and higher purities for niobium and titanium products[60] - The company retained a mine engineering consultant in February 2024 to evaluate electrifying the mine and using Railveyor technology, indicating potential savings in upfront capital costs and operating costs[61] - The company is focused on obtaining additional funds to advance the Elk Creek Project to commercial production, including securing project financing for detailed design, development, and construction[62] - The company is evaluating the production of a higher value titanium tetrachloride product with substantially higher metallurgical recovery compared to TiO2, based on Demonstration Plant results[68] - NioCorp completed the GXII Transaction on March 17, 2023, which was accounted for as an equity raise transaction under U.S. GAAP[383] - The company's mineral property acquisition costs are capitalized when incurred, and exploration costs are expensed as incurred[395] - No impairment recorded to mineral properties as of June 30, 2024 or 2023[396] - No impairment recorded to long-lived assets as of June 30, 2024 or 2023[397][398] - The Company currently has no finance leases[398] Equity and Share Issuance - The company issued 1,753,821 post-Reverse Stock Split Common Shares in exchange for all Class A shares of GXII, including 83,770 Common Shares issued to BTIG, LLC[420] - The total Common Shares outstanding upon completion of the 2023 Transactions were 30,081,655, with Legacy NioCorp Shareholders holding 93.90% and Former GXII Class A Shareholders holding 5.83%[421] - The company issued 250,000 units in September 2023 at $4.00 per unit, raising $1,000, with each unit consisting of one Common Share and one Warrant[479] - In December 2023, the company issued 413,432 units, raising $1,290, with each unit consisting of one Common Share and one Warrant[481] - The company issued 315,000 units in June 2024 at $1.91 per unit, raising $602, with each unit consisting of one Common Share and one Warrant[483] - The company issued 314,465 Common Shares in April 2023, raising $2,000 before deducting share issuance costs of $172[484] - The company issued 100,000 Common Shares in June 2023 under the Yorkville Equity Facility Financing Agreement, raising $488[485] - The 2017 Amended Long-Term Incentive Plan limits the issuance of Common Shares to insiders to 10% of the issued and outstanding Common Shares[487] - Stock options balance increased from 1,541,500 in June 2023 to 2,495,500 in June 2024, with a weighted average exercise price of $4.78[489] - The company recognized share-based compensation expenses of $2,779 for the year ended June 30, 2024, compared to $1,794 in 2023[489] - Fair value per option granted decreased from $3.09 in 2023 to $1.71 in 2024, with a risk-free interest rate increase from 3.30% to 4.25%[490] - The company recorded a mark-to-market gain of $147 related to Canadian-denominated options reclassified as liabilities[490] - Warrants balance increased from 18,816,304 in June 2023 to 18,563,561 in June 2024, with a weighted average exercise price of $10.53[493] - Outstanding exercisable warrants include 15,666,626 with an exercise price of $11.50, expiring on March 17, 2028[494] - The company issued 9,999,959 Public Warrants and 5,666,667 Private Warrants in connection with the GXII Warrant Agreement[495] - Public Warrants can be redeemed at $0.01 per warrant if specific conditions are met, including a share price exceeding $16.10 for 20 trading days[497] - Private Warrants are exercisable for cash or on a cashless basis and are not redeemable by the company while held by the Sponsor or its members[498] - Private Warrants are classified as Level 2 instruments and measured using a Black Scholes model, with changes in fair value recognized in the consolidated statement of operations[499] Asset and Liability Management - The company's land and buildings had a net value of $837 as of June 30, 2024, compared to $839 in 2023[423] - The company's total accounts payable and accrued liabilities were $1,843 as of June 30, 2024[425] - The company's current portion of convertible debt was $7,660 as of June 30, 2024, including $7,089 from April 2024 Notes[426] - Convertible promissory notes issued in April 2024 are accounted for at fair value using a Monte Carlo simulation methodology[401] - Warrants are measured at fair value using Black Scholes or Monte Carlo modeling[402] - Earnout Shares are measured at fair value using a Monte Carlo simulation methodology[403] - 7,957,404 shares of Class B common stock of ECRC were issued and outstanding as of June 30, 2023, with 4,565,808 Vested Shares and 3,391,596 Earnout Shares[471] - 243,692 Vested Shares were exchanged for Common Shares on February 28, 2024, and 40,000 Vested Shares were exchanged on May 16, 2024[472] - Earnout Shares vest based on market share price milestones of $12.00 and $15.00 per Common Share, or upon a change in control[475] - The fair value of Earnout Shares as of June 30, 2024, was $3,817, down from $10,521 as of June 30, 2023[478] Risk Management and Market Exposure - The company maintains sufficient cash balances in Canadian dollars to fund expected near-term expenditures to mitigate foreign currency exchange risk[347] - The company is exposed to commodity price risk related to the elements associated with the Elk Creek Project[348] - The company does not currently hold any commodity derivative positions as the Elk Creek Project is not in production[349] - Forward-looking statements highlight the company's reliance on securing sufficient project financing for the Elk Creek Project and the potential impact of regulatory changes, market conditions, and operational risks[83][84][85][87][88][89] Employee and Compensation - As of June 30, 2024, the company had seven full-time employees and one contract employee, relying on consultants for specialized skills[80] - The company's compensation programs are designed to align employee incentives with performance, including competitive wages, benefits, and ethical performance considerations[81][82]

Financial Results Announcement - NioCorp Developments Ltd. announced preliminary financial results for the fiscal year ended June 30, 2024 [3] - The financial results were disclosed in a press release dated August 26, 2024 [3] Regulatory Filing Details - The press release is attached as Exhibit 99.1 to the Form 8-K filing [4] - The Form 8-K was signed by Neal S. Shah, Chief Financial Officer of NioCorp Developments Ltd., on August 27, 2024 [5] Legal and Compliance Information - The information in the press release is not deemed filed under Section 18 of the Securities Exchange Act of 1934 [3] - The press release is not incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act [3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR 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) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O ...

Financing Activities - The company closed a non-brokered private placement on December 22, 2023, raising approximately $1.29 million by issuing 413,432 units, each consisting of one common share and one warrant[72] - The company received a Letter of Interest from EXIM for potential debt financing of up to $800 million for the Elk Creek Project on March 6, 2023[77] - The company submitted a formal application to EXIM for a loan under the "Make More in America" initiative on June 6, 2023, and received approval from the first of three reviews by the EXIM Transaction Review Committee on October 2, 2023[78] - The company is focused on obtaining additional funds to complete mine development and construction of the Elk Creek Project[71] - Financing inflows were $2.9 million during the six months ended December 31, 2023, including $1.0 million from a September 2023 private placement and $1.3 million from a December 2023 private placement[105] - The company expects to require additional financing during the fiscal year ending June 30, 2024, to fund exploration and development activities at the Elk Creek Project[98] - The Yorkville Equity Facility Financing Agreement provides near-term and longer-term access to capital, subject to certain limitations and conditions[94] - The company's ability to arrange additional financing depends on capital market conditions and the success of the Elk Creek Project development[109] - The company has outstanding convertible debentures with an aggregate principal and accrued interest amount of $3.87 million as of February 13, 2024[115] Elk Creek Project Development - The company completed a 90% engineering package for road improvements near the Elk Creek Project site during the quarter ended December 31, 2023[76] - The company is developing the Elk Creek Project, which has disclosed niobium, scandium, and titanium mineral reserves and resources, as well as rare earth oxide mineral resources[70] - The company's forward-looking statements are based on current business and operating plans, including expectations for the Elk Creek Project's production and market demand for its products[63] - The company's forward-looking statements are subject to risks and uncertainties, including the ability to secure sufficient project financing and the impact of inflation and supply chain issues on the Elk Creek Project[65] - The company expects to require additional financing during the fiscal year ending June 30, 2024, to fund exploration and development activities at the Elk Creek Project[98] Operational Updates - The company's demonstration scale processing plant in Trois-Rivieres, Quebec, completed the production of waste materials for tailings impoundment and paste backfill engineering design during the quarter ended December 31, 2023[75] - The company announced an aluminum-scandium master alloy initiative in May 2023, with two of three planned 1-kilogram ingots manufactured by December 31, 2023[73] Financial Performance and Expenses - The company has no revenues from mining operations, with operating expenses of $2.9 million for the three months ended December 31, 2023, and $6.4 million for the six months ended December 31, 2023[80][81] - Employee-related costs increased to $328,000 for the three months ended December 31, 2023, up from $291,000 in the same period in 2022, primarily due to board-authorized salary increases[82] - Professional fees surged to $952,000 for the three months ended December 31, 2023, compared to $262,000 in 2022, driven by legal services and audit fees[83] - Exploration expenditures decreased to $828,000 for the three months ended December 31, 2023, from $1.3 million in 2022, as 2022 costs included Demonstration Plant development and start-up costs[84] - The company had cash of $0.6 million and a working capital deficit of $10.6 million as of December 31, 2023, compared to cash of $2.3 million and working capital of $0.2 million on June 30, 2023[95] - Operating activities consumed $4.6 million of cash during the six months ended December 31, 2023, reflecting funding of losses of $6.8 million and Convertible Debenture accretion[104] Risk Factors and Financial Controls - The company's exposure to interest rate risk primarily relates to earned interest income on cash deposits and short-term investments[116] - NioCorp faces foreign currency exchange risk due to expenditures in both U.S. dollars and Canadian dollars, primarily related to Common Share-related costs and corporate professional services[117] - The company is exposed to commodity price risk related to the elements associated with the Elk Creek Project, which is not yet in production[118] - Material weaknesses in the company's control environment, risk assessment, control activities, and monitoring activities were identified and continued to exist as of December 31, 2023[123] - These material weaknesses resulted in errors that required restatements of the company's consolidated financial statements for fiscal years 2021 and 2022, as well as interim periods in 2021 and 2022[124] - The company is implementing a technical accounting policy to address material weaknesses, including separation of analysis and review of accounting issues and development of a non-routine transactions policy[127] - NioCorp is enhancing controls over its financial statement close and reporting process to remediate material weaknesses related to monitoring activities[127] - NioCorp's disclosure controls and procedures are designed to ensure timely and accurate reporting of material information to management, including the CEO and CFO[120] Tax and Regulatory Matters - NioCorp was classified as a PFIC for the taxable years ended June 30, 2023 and 2022, and may continue to be classified as a PFIC in the current or future taxable years[112]

Financial Position and Liquidity - The company had cash of $1.1 million and a working capital deficit of $10.5 million as of September 30, 2023, compared to cash of $2.3 million and working capital of $0.2 million on June 30, 2023[91] - The company expects to operate at a loss for the foreseeable future, with planned cash needs of approximately $9.25 million until June 30, 2024, and average monthly expenditures of $745,000[92] - The company's operating activities consumed $2.7 million of cash during the three months ended September 30, 2023, compared to $1.7 million in the same period of 2022[99] - The company has no revenue-generating operations and relies on debt and equity financings to fund its activities, with no assurance of obtaining additional financing on acceptable terms[101] - The company has concluded that substantial doubt exists as to its ability to continue as a going concern due to insufficient cash to fund normal operations and meet debt obligations for the next twelve months[97] Funding and Financing - The company anticipates requiring additional funds totaling $10.0 million to $11.0 million to continue advancing the Elk Creek Project in areas such as financing, permitting, and detailed engineering[93] - The company submitted an application to EXIM for debt financing to fund the Elk Creek Project, but there is no assurance that the financing will be completed[95] - Financing inflows were $1.5 million during the three months ended September 30, 2023, primarily from a private placement and share issuances under the Yorkville Equity Facility Financing Agreement[100] - The company's ability to arrange additional financing depends on capital market conditions and the development of the Elk Creek Project[103] Share and Equity Information - Common Shares outstanding on a fully-diluted basis as of November 13, 2023: 33,142,280[109] - Vested shares of ECRC Class B common stock: 4,565,808[109] - Stock options exercisable into Common Shares: 1,319,000[109] - Warrants exercisable into Common Shares: 18,917,199[109] - Convertible debt exchangeable into Common Shares: 2,147,800[109] - NioCorp Assumed Warrants exercisable into Common Shares: 15,666,626[110] - Warrants exercisable into Common Shares: 3,250,573[110] - Convertible Debentures outstanding principal and accrued interest: $7.6 million[110] - Market price per Common Share on November 13, 2023: $3.91[110] Tax and Regulatory Considerations - The company believes it was classified as a PFIC for the taxable years ended June 30, 2023 and 2022, and may be classified as a PFIC in future taxable years, which could have adverse tax consequences for U.S. holders[106] Project and Market Risks - Company's exposure to commodity price risk related to the Elk Creek Project[113]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 ...

[PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section details the company's financial statements, management's analysis of operations and liquidity, market risk exposures, and internal control effectiveness [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) NioCorp, a development-stage company, reported a **$4.8 million** net loss and a **$6.6 million** working capital deficit, raising substantial doubt about its going concern ability Condensed Consolidated Balance Sheet Highlights (in thousands of U.S. dollars) | Account | Dec 31, 2022 | June 30, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $424 | $5,280 | | Total current assets | $536 | $5,682 | | Mineral interests | $16,085 | $16,085 | | **Total assets** | **$21,901** | **$22,756** | | **Liabilities & Equity** | | | | Accounts payable and accrued liabilities | $4,520 | $817 | | Convertible debt | $502 | $2,169 | | Total current liabilities | $7,088 | $5,068 | | **Total liabilities** | **$7,088** | **$5,091** | | **Total shareholders' equity** | **$14,813** | **$17,665** | Condensed Consolidated Statements of Operations Highlights (in thousands of U.S. dollars) | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | :--- | | Total operating expenses | $2,201 | $3,028 | $4,283 | $4,284 | | **Net loss** | **$2,208** | **$3,992** | **$4,762** | **$6,080** | | Loss per common share | $0.01 | $0.01 | $0.02 | $0.02 | Condensed Consolidated Statements of Cash Flows Highlights (in thousands of U.S. dollars) | Cash Flow Activity | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($4,124) | ($2,958) | | Net cash provided by (used in) investing activities | $21 | ($16) | | Net cash (used in) provided by financing activities | ($547) | $645 | | **Change in cash and cash equivalents** | **($4,856)** | **($2,451)** | | Cash and cash equivalents, end of period | $424 | $4,866 | [Notes to the Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's business, going concern warning, prior period restatement, and proposed business combination with GXII and Yorkville financings - The company operates in a single segment: exploration and development of the Elk Creek Niobium/Scandium/Titanium project in Nebraska[18](index=18&type=chunk) - Substantial doubt exists about the Company's going concern ability due to a **$4.8 million** loss, **$6.6 million** working capital deficit, and **$0.4 million** cash insufficient for twelve months of operations[33](index=33&type=chunk)[34](index=34&type=chunk) - Prior period financial statements were restated to correct errors in accounting for unamortized deferred financing costs and debt discounts[27](index=27&type=chunk) - NioCorp entered a business combination agreement with GXII on September 25, 2022, aiming for financing and a Nasdaq listing by Q1 2023[53](index=53&type=chunk)[54](index=54&type=chunk) - Post-quarter, NioCorp secured agreements with Yorkville for up to **$16.0 million** in convertible debentures and a **$65.0 million** standby equity facility, contingent on the GXII transaction closing[60](index=60&type=chunk)[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the **$4.8 million** net loss, critical liquidity challenges, and dependence on GXII and Yorkville financings to continue as a going concern - The primary strategy is to advance the Elk Creek Project to commercial production, focusing on securing necessary project financing[99](index=99&type=chunk)[100](index=100&type=chunk) - Elk Creek Project's demonstration plant shows positive results, with high dissolution and recovery rates for Rare Earths, potentially exceeding **92%** for key magnetic rare earth oxides[110](index=110&type=chunk)[112](index=112&type=chunk) Comparison of Operating Expenses (in thousands of U.S. dollars) | Expense Category | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | Change Driver | | :--- | :--- | :--- | :--- | | Employee-related costs | $584 | $1,551 | Decrease due to timing of stock option grants in 2021 | | Exploration expenditures | $2,605 | $1,112 | Increase due to demonstration plant development and operational costs | | Other operating expenses | $668 | $1,107 | Decrease due to timing of director stock option grants in 2021 | | **Total operating expenses** | **$4,283** | **$4,284** | Relatively flat overall | - As of December 31, 2022, the company had **$0.4 million** cash and a **$6.6 million** working capital deficit, requiring an additional **$13.5 million to $15.5 million** for twelve months of operations[124](index=124&type=chunk)[126](index=126&type=chunk) - The proposed GXII transaction could accelerate financing by providing up to **$285 million** in net cash proceeds and facilitating a Nasdaq listing[128](index=128&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's market risk is primarily from interest rates, foreign currency fluctuations, and future commodity price volatility, with no current derivative use - **Interest Rate Risk:** Exposure is limited to interest income earned on cash deposits[144](index=144&type=chunk) - **Foreign Currency Exchange Risk:** The company incurs costs in both U.S. and Canadian dollars, creating risk from currency fluctuations, mitigated by holding cash balances in both currencies[145](index=145&type=chunk) - **Commodity Price Risk:** The company is exposed to price fluctuations for the elements associated with the Elk Creek Project, but holds no commodity derivative positions as the project is not in production[146](index=146&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective due to a material weakness in accounting for non-routine transactions, leading to financial statement restatement and a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were not effective as of the end of the period[147](index=147&type=chunk) - A material weakness in internal controls over non-routine transaction accounting led to prior period financial statement restatement[151](index=151&type=chunk) - Management is implementing a remediation plan to enhance controls over non-routine transactions, with remediation pending effective operation for a sufficient period[152](index=152&type=chunk) [PART II — OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers non-financial disclosures including legal proceedings, significant risk factors, unregistered equity sales, and other required information and exhibits [Legal Proceedings](index=36&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not aware of any material, active, or pending legal proceedings against it - There are no known material, active, or pending legal proceedings against the Company[155](index=155&type=chunk) [Risk Factors](index=36&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section highlights significant risks, primarily concerning the proposed GXII business combination and Yorkville financings, including potential failure, reduced cash, and shareholder dilution - Failure to consummate the GXII business combination could negatively impact NioCorp's share price and financial position, potentially incurring a termination fee of up to **$25 million**[158](index=158&type=chunk)[129](index=129&type=chunk) - The company may not realize anticipated transaction benefits if significant GXII shareholder redemptions reduce net cash proceeds[161](index=161&type=chunk) - Completion of Yorkville Financings is subject to conditions, including shareholder approval, and failure to complete them could materially and adversely affect the company[162](index=162&type=chunk)[163](index=163&type=chunk) - Consummation of Yorkville Financings will incur significant additional debt (**$16.0 million** in convertible debentures) and substantial shareholder dilution from new share issuance[165](index=165&type=chunk)[167](index=167&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the quarter, NioCorp issued **421,605** Common Shares in a non-cash transaction to settle convertible debt with Lind Global Asset Management III, LLC Convertible Debt Conversion | Date | Conversion Amount (USD) | Shares Issued | Conversion Price/Share (CAD) | | :--- | :--- | :--- | :--- | | November 22, 2022 | $300,000 | 421,605 | C$0.9569 | [Defaults Upon Senior Securities](index=39&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None[170](index=170&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company is not a U.S. mine operator and is therefore not subject to MSHA regulation, requiring no mine safety disclosures - The Company's operations were not subject to regulation by MSHA under the Mine Act during the period[171](index=171&type=chunk)[172](index=172&type=chunk) [Other Information](index=40&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for the period - None[173](index=173&type=chunk) [Exhibits](index=40&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the Form 10-Q, including Yorkville financing agreements and officer certifications - Key exhibits filed include agreements related to the Yorkville financings (Securities Purchase Agreement, Form of Convertible Debentures, Standby Equity Purchase Agreement) and officer certifications[174](index=174&type=chunk)

[PART I — FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for the quarter, detailing balance sheets, operations, cash flows, and equity, alongside notes on going concern status and a financial restatement Condensed Consolidated Balance Sheet Highlights (unaudited) | Account | September 30, 2022 ($ thousands) | June 30, 2022 ($ thousands) | | :--- | :--- | :--- | | **Assets** | | | | Cash | 3,192 | 5,280 | | Total current assets | 3,381 | 5,682 | | Total assets | 23,246 | 22,756 | | **Liabilities & Equity** | | | | Total current liabilities | 6,511 | 5,068 | | Total liabilities | 6,511 | 5,091 | | Total shareholders' equity | 16,735 | 17,665 | Condensed Consolidated Statements of Operations (unaudited) | Metric | Three months ended Sep 30, 2022 ($ thousands) | Three months ended Sep 30, 2021 ($ thousands) | | :--- | :--- | :--- | | Total operating expenses | 2,082 | 1,256 | | Net loss | 2,554 | 2,088 | | Loss per common share | 0.01 | 0.01 | Condensed Consolidated Statements of Cash Flows (unaudited) | Activity | Three months ended Sep 30, 2022 ($ thousands) | Three months ended Sep 30, 2021 ($ thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,738) | (1,609) | | Net cash used in financing activities | - | (16) | | Net cash provided by financing activities | (21) | 346 | | Change in cash and cash equivalents | (2,088) | (1,449) | - The company, in the exploration and development stage for its Elk Creek Project, currently earns no operating revenues, raising **substantial doubt** about its ability to continue as a going concern due to the need for additional capital[19](index=19&type=chunk)[21](index=21&type=chunk)[33](index=33&type=chunk) - NioCorp entered a business combination agreement with GXII on September 25, 2022, concurrently signing non-binding letters of intent for up to **$81.0 million** in financing with Yorkville Advisors Global, LP, contingent on closing[51](index=51&type=chunk)[52](index=52&type=chunk) - The company restated its financial statements for fiscal years 2021 and 2022 to correct errors in accounting for unamortized deferred financing costs and debt discounts upon debt extinguishments[29](index=29&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial performance, liquidity, and capital resources, focusing on the Elk Creek Project, the proposed GXII business combination, and the ongoing need for substantial additional financing - NioCorp is developing the Elk Creek Project in Nebraska, an advanced Niobium, Scandium, and Titanium property, while also evaluating Rare Earth byproduct potential[69](index=69&type=chunk) - The company entered a Business Combination Agreement with GXII, expected to be accounted for as a recapitalization, aiming to accelerate project financing efforts with potential Yorkville funding[71](index=71&type=chunk)[72](index=72&type=chunk)[94](index=94&type=chunk) - A demonstration-scale processing plant in Quebec commenced operations to test a new, simplified process for extracting niobium, scandium, titanium, and rare earth elements from Elk Creek ore[76](index=76&type=chunk)[78](index=78&type=chunk) Comparison of Operating Results | Item | Three Months Ended Sep 30, 2022 ($ thousands) | Three Months Ended Sep 30, 2021 ($ thousands) | Change | | :--- | :--- | :--- | :--- | | Exploration expenditures | 1,288 | 621 | +$667 | | Total operating expenses | 2,082 | 1,256 | +$826 | | Interest expense | 300 | 605 | -$305 | | Net loss | 2,554 | 2,088 | +$466 | - Increased operating expenses were primarily due to higher exploration expenditures for demonstration plant development and TRS filing costs, while interest expense decreased due to Lind III Convertible Security conversions[85](index=85&type=chunk)[88](index=88&type=chunk) - As of September 30, 2022, the company had **$3.2 million** in cash and a **$3.1 million** working capital deficit, with management stating current cash is insufficient and an additional **$12.0 million to $13.5 million** is needed for the next twelve months to advance the project[90](index=90&type=chunk)[92](index=92&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details the company's primary market risk exposures, including interest rate risk on cash deposits, foreign currency exchange risk, and commodity price risk related to Elk Creek Project minerals - The company is exposed to interest rate risk on cash deposits, foreign currency exchange risk from U.S. and Canadian dollar expenditures, and commodity price risk for Elk Creek Project elements[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) [Controls and Procedures](index=29&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of September 30, 2022, due to a material weakness in internal control over financial reporting, leading to a restatement and prompting a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2022[113](index=113&type=chunk) - A **material weakness** was identified in internal controls over financial reporting, as controls for non-routine transactions were inadequately designed, leading to a financial statement restatement[117](index=117&type=chunk) - Management is implementing a remediation plan to enhance the design of controls over accounting for non-routine transactions[118](index=118&type=chunk) [PART II — OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=30&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not aware of any material, active, or pending legal proceedings against it, nor is it involved as a plaintiff in any material litigation - The company knows of no material, active, or pending legal proceedings against it[121](index=121&type=chunk) [Risk Factors](index=30&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates the company's risk factors, focusing on the proposed business combination with GXII, including potential transaction failure, unrealized benefits, and uncertainty in securing definitive Yorkville financing - The business combination with GXII may not be completed, potentially negatively impacting the company's share price and financial position, as completion is subject to shareholder approvals and a minimum cash condition[124](index=124&type=chunk)[125](index=125&type=chunk) - Even if the transaction is consummated, the company may not realize anticipated benefits, as a significant number of GXII shareholders may redeem their shares, reducing available cash[127](index=127&type=chunk) - The company may not negotiate definitive agreements for the proposed Yorkville financing, which could materially adversely affect its ability to complete the GXII transaction and fund the Elk Creek Project[128](index=128&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section discloses the issuance of common shares during the quarter, all made in connection with the voluntary conversion of portions of the Lind III Convertible Security Common Shares Issued via Conversion of Lind III Convertible Security | Date | Conversion Amount ($ thousands) | Shares Issued | Conversion Price/Share (C$) | | :--- | :--- | :--- | :--- | | July 27, 2022 | 600 | 1,025,796 | 0.7504 | | August 8, 2022 | 250 | 431,286 | 0.7496 | | September 7, 2022 | 600 | 958,193 | 0.8236 | | September 26, 2022 | 200 | 307,346 | 0.8845 | [Defaults Upon Senior Securities](index=32&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reports that there were no defaults upon senior securities during the period - None[131](index=131&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) The company's operations were not subject to MSHA regulation during the three-month period ended September 30, 2022, thus requiring no mine safety disclosures - The Company and its properties were not subject to regulation by MSHA under the Mine Act during the reporting period[133](index=133&type=chunk) [Other Information](index=33&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reports no information for this item - None[134](index=134&type=chunk) [Exhibits](index=33&type=section&id=ITEM%206.%20EXHIBITS) This section provides a list of exhibits filed with the Form 10-Q, including the Business Combination Agreement with GXII, related support and employment agreements, and CEO/CFO certifications - Key exhibits filed include the Business Combination Agreement with GXII, various support and employment agreements, and Sarbanes-Oxley certifications[135](index=135&type=chunk) [Signatures](index=35&type=section&id=SIGNATURES)