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, 2025

☐ 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 May 8, 2025, the registrant had 55,709,163 Common Shares outstanding.

TABLE OF CONTENTS


		Page
PART I — FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4.	CONTROLS AND PROCEDURES	30

PART II — OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 1A.	RISK FACTORS	32
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	32
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	32
ITEM 4.	MINE SAFETY DISCLOSURES	32
ITEM 5.	OTHER INFORMATION	32
ITEM 6.	EXHIBITS	33

SIGNATURES		34

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Contents

		Page
Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024 (unaudited)		2

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2025 and 2024 (unaudited)		3

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (unaudited)		4

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the three and nine months ended March 31, 2025 and 2024 (unaudited)		5

Notes to condensed consolidated financial statements (unaudited)		6 - 19

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

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


	As of
	March 31, 2025			June 30, 2024
ASSETS
Current
Cash and cash equivalents	$	1,294		$	2,012
Prepaid expenses and other		79			916
Total current assets		1,373			2,928
Non-current
Deposits		35			35
Investment in equity securities		3			4
Right-of-use assets		135			181
Land and buildings, net		839			837
Mineral properties		16,085			16,085
Total assets	$	18,470		$	20,070

LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,024		$	1,843
Warrant liabilities, at fair value		-			2,365
Convertible debt		-			7,660
Operating lease liability		98			96
Total current liabilities		1,122			11,964
Non-current		-			-
Warrant liabilities, at fair value		4,200			1,651
Earnout liability, at fair value		4,327			3,817
Operating lease liability		52			104
Total liabilities		9,701			17,536
Commitments and contingencies		-			-
Redeemable noncontrolling interest		1,238			1,534
SHAREHOLDERS’ EQUITY
Common stock, no par value, unlimited shares authorized; 47,188,119 and 38,062,647 shares outstanding, respectively		178,172			163,823
Accumulated deficit		(169,730	)		(161,912	)
Accumulated other comprehensive loss		(911	)		(911	)
Total shareholders’ equity		7,531			1,000
Total liabilities, redeemable noncontrolling interest, and shareholders’ equity	$	18,470		$	20,070

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

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)


	For the three months ended March 31,						For the nine months ended March 31,
	2025			2024			2025			2024
Operating expenses
Employee related costs	$	376		$	2,531		$	1,610		$	3,181
Professional fees		636			633			1,858			2,772
Exploration expenditures		495			489			894			2,417
Other operating expenses		1,092			1,457			2,533			3,100
Total operating expenses		2,599			5,110			6,895			11,470
Change in fair value of earnout shares liability		1,263			(955	)		510			(3,854	)
Change in fair value of warrant liabilities		1,513			(724	)		620			(580	)
Change in fair value of convertible notes		-			-			40			-
Interest expense		-			1,016			48			4,267
Foreign exchange (gain) loss		(2	)		(27	)		2			(10	)
Other gains		-			(195	)		(122	)		(195	)
Loss on equity securities		2			-			2			2
Loss before income taxes		(5,375	)		(4,225	)		(7,995	)		(11,100	)
Income tax benefit		-			-			-			(101	)
Net loss and comprehensive loss		(5,375	)		(4,225	)		(7,995	)		(10,999	)
Less: Net loss attributable to redeemable noncontrolling interest		(78	)		(169	)		(177	)		(439	)
Net loss and comprehensive loss attributable to the Company	$	(5,297	)	$	(4,056	)	$	(7,818	)	$	(10,560	)

Loss per common share, basic and diluted	$	(0.11	)	$	(0.11	)	$	(0.17	)	$	(0.29	)
Weighted average common shares outstanding, basic and diluted		45,893,738			35,160,333			41,777,986			33,421,185

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

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

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


	For the nine months ended March 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(7,995	)	$	(10,999	)
Adjustments for:
Change in valuation of earnout shares liability		510			(3,854	)
Change in valuation of warrant liabilities		620			(580	)
Other gain		(122	)		(195	)
Share based compensation		788			2,779
Fair value of private placement warrants		144			102
Accretion of convertible debt		43			4,267
Change in fair value of convertible note		40			-
Yorkville share issuances		80			78
Depreciation		3			2
Unrealized loss on equity securities		2			2
Non-cash lease activity		(4	)		21
		(5,891	)		(8,377	)
Change in working capital items:
Prepaid expenses		836			1,124
Accounts payable and accrued liabilities		(820	)		1,637
Net cash used in operating activities		(5,875	)		(5,616	)

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		14,516			3,663
Related party debt draws		504			-
Related party debt repayments		(504	)		-
Convertible debt repayments		(7,223	)		-
Share issue costs		(2,131	)		(194	)
Net cash provided by financing activities		5,162			3,469
Change in cash and cash equivalents during period		(718	)		(2,147	)
Cash and cash equivalents, beginning of period		2,012			2,341
Cash and cash equivalents, end of period	$	1,294		$	194

Supplemental cash flow information:
Conversion of debt for common shares	$	501		$	13,121
Value of warrants issued		2,262			-
Interest paid		4			-

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

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)

	Common Shares Outstanding		Common Stock			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total			Redeemable Noncontrolling Interest
Balance, December 31, 2023		34,091,844	$	151,810		$	(156,981	)	$	(911	)	$	(6,082	)	$	1,830
Yorkville equity facility draws		242,500		622			-			-			622			-
Debt conversions		1,674,954		4,815			-			-			4,815			-
Share issuance costs		-		(55	)		-			-			(55	)		-
Option liability valuations		-		(206	)		-			-			(206	)		-
Exchange of Class B shares		243,692		89			-			-			89			(89	)
Share based compensation		-		2,779			-			-			2,779			-
Loss for the period		-		-			(4,056	)		-			(4,056	)		(169	)
Balance, March 31, 2024		36,252,990	$	159,854		$	(161,037	)	$	(911	)	$	(2,094	)	$	1,572

Balance, December 31, 2024		43,671,287	$	172,235		$	(164,433	)	$	(911	)	$	6,891		$	1,316
Equity placement		2,577,320		5,000			-			-			5,000			-
Warrant exercises		230,000		403			-			-			403			-
Option exercises		512		-			-			-			-			-
Yorkville equity facility draws		709,000		1,328			-			-			1,328			-
Share-based compensation		-		6			-			-			6			-
Share issuance costs		-		(800	)		-			-			(800	)		-
Loss for the period		-		-			(5,297	)		-			(5,297	)		(78	)
Balance, March 31, 2025		47,188,119	$	178,172		$	(169,730	)	$	(911	)	$	7,531		$	1,238

	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
Equity placements		663,432		2,393			-			-			2,393			-
Exercise of options		7,800		-			-			-			-			-
Yorkville equity facility draws		462,500		1,451			-			-			1,451			-
Debt conversions		3,673,435		13,121			-			-			13,121			-
Share issuance costs		-		(194	)		-			-			(194	)		-
Option liability valuations		-		(206	)		-			-			(206	)		-
Exchange of Class B shares		243,692		89			-			-			89			(89	)
Share based compensation		-		2,779			-			-			2,779			-
Loss for the period		-		-			(10,560	)		-			(10,560	)		(439	)
Balance, March 31, 2024		36,252,990	$	159,854		$	(161,037	)	$	(911	)	$	(2,094	)	$	1,572

Balance, June 30, 2024		38,062,647	$	163,823		$	(161,912	)	$	(911	)	$	1,000		$	1,534
Equity placements		6,369,278		9,218			-			-			9,218			-
Warrant exercises		230,000		403			-			-			403			-
Option exercises		512		-			-			-			-			-
Yorkville equity facility draws		1,919,250		3,191			-			-			3,191			-
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		-		788			-			-			788			-
Share issuance costs		-		(2,133	)		-			-			(2,133	)		-
Loss for the period		-		-			(7,818	)		-			(7,818	)		(177	)
Balance, March 31, 2025		47,188,119	$	178,172		$	(169,730	)	$	(911	)	$	7,531		$	1,238

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

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

(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

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 as of March 31, 2025, 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.

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.

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

(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.

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, 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 nine months ended March 31, 2024. 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.

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:

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

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


	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2025			2024			2025			2024
Net loss	$	(5,375	)	$	(4,225	)	$	(7,995	)	$	(10,999	)
Adjust: Net loss attributable to noncontrolling interest		(78	)		(167	)		(177	)		(520	)
Net loss available to participating securities		(5,297	)		(4,058	)		(7,818	)		(10,479	)
Net loss attributable to vested shares of ECRC Class B common stock		(41	)		(184	)		(591	)		(825	)
Net loss attributed to common shareholders - basic and diluted	$	(5,256	)	$	(3,874	)	$	(7,227	)	$	(9,654	)
Denominator:
Weighted average shares outstanding – basic and diluted		45,893,738			35,160,333			41,777,986			33,421,185
Loss per Common Share outstanding – basic and diluted	$	(0.11	)	$	(0.11	)	$	(0.17	)	$	(0.29	)

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.

	For the Three and Nine Months Ended March 31,
Excluded potentially dilutive securities (1)(2):	2025		2024
Options		3,073,000		2,563,000
Warrants (3)		29,520,695		18,585,105
Convertible debt		-		714,900
Total potential dilutive securities		32,593,695		21,863,005

	(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. The remaining Warrants are each exercisable into one Common Share.

3.	GOING CONCERN

The Company incurred a loss of $7,818 for the nine months ended March 31, 2025 (nine months ended March 31, 2024 - $10,560) and had an accumulated deficit of $169,730 as of March 31, 2025. As a development stage issuer, the Company has not yet commenced its mining operations and accordingly does not generate any revenue. As of March 31, 2025, the Company had cash of $1,294, which will not be sufficient to fund normal operations for the next twelve months from the date these interim condensed consolidated financial statements are issued. 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 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 to obtain additional financing have not been finalized, are subject to market conditions, and are not within

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

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

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 nine months ended March 31, 2025, the Company completed negotiations with 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 six parcels of land for project construction and operation which the Company does not already own. The Company paid $196 upon closing of the OTP extensions and will make periodic payments totaling $206 over the extension period.

5.	ACCOUNTS PAYABLE AND ACCRUED LIABILITIES


	As of
	March 31, 2025		June 30, 2024
Accounts payable, trade	$	716	$	1,417
Trade payable accruals		260		350
Environmental accruals		48		48
Loan origination fees payable to related party		-		28
Total accounts payable and accrued liabilities	$	1,024	$	1,843

DEBT

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 Nine Months Ended March 31, 2025
Balance as of June 30, 2024	$	571
Accretion expense		43
Principal and interest converted		(614	)
Balance as of March 31, 2025	$	-

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

(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.

	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
	2025		2024		2025		2024
Contractual interest	$	-	$	45	$	1	$	266
Amortization of discount and issuance costs		-		971		42		4,001
Total	$	-	$	1,016	$	43	$	4,267

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 changes in the April 2024 Notes and the April 2024 Warrant liability are presented below, respectively:

April 2024 Notes:	For the Nine Months Ended March 31, 2025
Balance as of June 30, 2024	$	7,089
Principal payments		(7,129	)
Change in fair value		40
Balance as of March 31, 2025	$	-

April 2024 Warrant Liability:	For the Nine Months Ended March 31, 2025
Fair value as of June 30, 2024	$	298
Change in fair value		42
Fair value as of March 31, 2025	$	340

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. 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.

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

(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:

	March 31, 2025	June 30, 2024
Closing Common Share price	$1.97	$1.73
Term (expiry)	March 17, 2033	March 17, 2033
Implied volatility of Public Warrants	66.0%	65.0%
Risk-free rate	4.13%	4.35%

The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the nine-month period ended March 31, 2025:

	For the Nine Months Ended March 31, 2025
Fair value as of June 30, 2024	$	3,817
Change in fair value		510
Fair value as of March 31, 2025	$	4,327

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 March 31, 2025, 3,934,031 Vested Shares remained outstanding.

8.	COMMON SHARES

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 (“Maxim”), 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

NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
March 31, 2025

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

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 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 Maxim 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, Maxim 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 and were 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 consisted of one Common Share, one Warrant (a “Series A Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a “Series B Private Warrant” and, together with the Series A Private Warrants, the “November Private Warrants”), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share. 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 Private Warrant 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 expenses 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, respectively.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

	November 5, 2024
November Public Warrants:	Series A Public Warrants			Series B Public Warrants
Closing Common Share price	$	1.455		$	1.455
Term (years)		4.5			2.0
Historic equity volatility		67.43	%		67.13	%
Risk-free rate		4.14	%		4.20	%

		March 31, 2025
November Private Warrants:	Series A Private Warrants			Series B Private Warrants
Closing Common Share price	$	1.97		$	1.97
Term (years)		1.62			4.5
Historic equity volatility		80.09	%		71.22	%
Risk-free rate		3.96	%		3.94	%

The following table sets forth a summary of the changes in the fair value of the November Private Warrants liabilities.

	November Private Warrants
Fair value at issuance (November 13, 2024)	$	1,929
Change in fair value		1,258
Fair value as of March 31, 2025	$	3,187

On January 31, 2025, the Company closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant to an underwriting agreement, dated January 29, 2025, with Maxim, 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” and, together with the January 2025 Series A Warrants, the “January 2025 Warrants”). Each Common Share was sold together with one January 2025 Series A Warrant and one-half of one January 2025 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 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 January 2025 Warrants on the date of issuance, with $2,200 allocated to the fair value of the January 2025 Warrants and the balance of the proceeds of $2,800 allocated to Common Shares. The Company incurred total transaction costs related to the January 2025 Offering of $799, which were treated as share issuance costs at closing. 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 following primary inputs were used in the Black-Scholes model for valuing the January 2025 Warrants:

	Series A Public Warrants			Series B Public Warrants
Closing Common Share price	$	2.25		$	2.25
Term (years)		2.5			4.0
Historic equity volatility		73.18	%		73.36	%
Risk-free rate		4.23	%		4.31	%

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

As of March 31, 2025, the Company has access to up to $56,157 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 three and nine month periods presented below:

	For The Three Months Ended March 31,				For The Nine Months Ended March 31,
	2025		2024		2025		2024
Common Shares issued		709,000		242,500		1,919,250		462,500
Gross funds received	$	1,286	$	607	$	3,111	$	1,373
Market value of Common Shares Issued	$	1,328	$	622	$	3,191	$	1,451
Loss on issuance	$	42	$	15	$	80	$	78

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.

Stock Options

Schedule Of Stock Option

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Life
Balance, June 30, 2024		2,495,500		$	4.78
Granted		945,000			1.41
Exercised		(5,000	)		1.40
Cancelled/expired		(362,500	)		9.25
Balance, March 31, 2025		3,073,000		$	3.17	$	530		3.6 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.

On February 24, 2025, the Company granted 10,000 Options with a fair value price of $1.13 per Option, based on a Black-Scholes model with a risk-free rate of 4.28%, average share price volatility of 73.3%, and a three-year expected option life. These Options were 50% vested on the issuance date with the remaining portion vesting over one year. The Company expensed $6 in the condensed consolidated statement of operations associated with the grant and the remaining balance will be amortized over the vesting period.

Warrants

Schedule of warrant transactions

	Number of Warrants			Weighted Average Exercise Price
Balance, June 30, 2024		18,563,561		$	10.53
Granted		12,490,252			2.00
Exercised		(230,000	)		1.75
Expired		(1,303,118	)		9.44

Balance, March 31, 2025

29,520,695

7.12

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

As of March 31, 2025, the Company had outstanding exercisable Warrants, as follows:

Number	Exercise Price	Expiry Date
250,000	$4.60	September 1, 2025
413,432	3.54	December 22, 2025
315,000	2.20	June 24, 2026
1,442,090	1.75	November 5, 2026
2,199,602	1.75	November 13, 2026
615,385	3.25	April 12, 2027
2,577,320	1.98	August 2, 2027
15,666,626	11.50	March 17, 2028
2,816,742	2.31	September 17, 2028
1,288,660	2.05	January 31, 2029
836,045	2.07	November 5, 2029
1,099,793	2.07	November 13, 2029
29,520,695

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 “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 the 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	March 31, 2025		June 30, 2024
Closing Common Share price	$1.97		$1.73
Implied volatility of Public Warrants	64.3	%	69.0	%
Risk free rate	3.88	%	4.45	%
Dividend yield	0	%	0	%
Expected warrant life in years	3.0		3.7

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

The change in the Private Warrants liability is presented below:

	For the Nine Months Ended March 31, 2025
Fair value as of June 30, 2024	$	1,353
Change in fair value		(680	)
Fair value as of March 31, 2025	$	673

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.

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:

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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2025

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

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 March 31, 2025, the principal amount outstanding under the Smith Loan was $0 and accounts payable and accrued liabilities as of March 31, 2025, included $0 dollars of loan origination fees payable to Mr. Smith.

10.	Exploration Expenditures

Schedule of exploration expenditures

	For the Three Months Ended March 31,				For the Nine Months Ended March 31,
	2025		2024		2025		2024
Technical studies and engineering	$	107	$	53	$	111	$	350
Field management and other		315		136		616		418
Metallurgical development		73		300		167		1,630
Geologists and field staff		-		-		-		19
Total	$	495	$	489	$	894	$	2,417

11.

Leases

The Company incurred lease costs as follows:


	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
Operating Lease Cost:	2025			2024			2025			2024
Fixed rent expense	$	24		$	23		$	70		$	68
Variable rent expense		4			3			11			10
Short-term lease cost		2			2			7			7
Sublease income		(8	)		(7	)		(32	)		(23	)
Lease cost – other operating expense:	$	22		$	21		$	56		$	62

The maturities of lease liabilities are as follows as of March 31, 2025:

	Future Lease Maturities
Total remaining lease payments	$	172
Less portion of payments representing interest		(22	)
Present value of lease payments		150
Less current portion of lease payments		(98	)
Non-current lease liability	$	52

12.	Fair Value Measurements

The following tabl

SEC Form 10-Q filed by NioCorp Developments Ltd.