# NIOCORP DEVELOPMENTS LTD (NB) FY 2025 MD&A

Verbatim Item 7 Management's Discussion and Analysis from NIOCORP DEVELOPMENTS LTD's 10-K for fiscal year 2025.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1512228/000153949725002331/n2574_x280-10k.htm
Accession: 0001539497-25-002331
Filing date: 2025-09-11
Report date: 2025-06-30
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/NB/
All MD&A years: /company/NB/mda/
Previous year: /company/NB/mda/fy2024/ (FY 2024)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The
following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is
relevant to an assessment and understanding of the consolidated financial condition and results of operations of NioCorp and subsidiaries.
This item should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual
Report on Form 10-K.

Summary
of Consolidated Financial and Operating Performance

The
Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily
to performing exploration and feasibility study related activities, as well as the activities necessary to support corporate and
shareholder duties.

[[GREPCENT_TABLE]]
[["","","For the year ended June 30,"],["","","2025","","2024"],["","","($000)"],["Operating expenses","","$","11,958","","","$","13,757"],["Net loss attributable to the Company","","","(17,405",")","","","(11,435",")"],["Net loss per share (basic and diluted)","","","(0.36",")","","","(0.31",")"]]
[[/GREPCENT_TABLE]]

The
net loss attributable to the Company increased to $17.4 million for fiscal year 2025 from $11.4 million for fiscal year 2024.
This increased net loss in fiscal year 2025 as compared to fiscal year 2024 is primarily due to the fiscal year 2025 recognition
of non-cash losses related to the valuation of the Earnout Share and Warrant liabilities, partially offset by lower interest
expense, financial instrument fair values, and operating expenses.

Results
of Operations

The
Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily
to performing exploration and feasibility study related activities, and the activities necessary to support corporate and shareholder
duties, as detailed in the following table:

45

[[GREPCENT_TABLE]]
[["","For the year ended June 30,"],["","2025","","","2024"],["","($000)"],["Operating expenses:"],["Employee related costs","$","1,944","","","$","3,509"],["Professional fees","","2,237","","","","3,533"],["Exploration expenditures","","4,135","","","","2,552"],["Other operating expenses","","3,642","","","","4,163"],["Total operating expenses","","11,958","","","","13,757"],["Change in fair value of earnout shares liability","","2,063","","","","(6,704",")"],["Change in fair value of warrant liabilities","","4,093","","","","(1,875",")"],["Change in fair value of convertible note","","40","","","","2,542"],["Interest expense","","48","","","","4,490"],["Foreign exchange gain","","(5",")","","","(31",")"],["Interest income","","(94",")","","","-"],["Other gains","","(122",")","","","(147",")"],["Loss on equity securities","","1","","","","5"],["Income tax benefit","","-","","","","(139",")"],["Loss attributable to noncontrolling interest","","(577",")","","","(463",")"],["Net loss attributable to the Company","$","(17,405",")","","$","(11,435",")"]]
[[/GREPCENT_TABLE]]

Fiscal
Year 2025 as Compared to Fiscal Year 2024

Significant
items affecting operating expenses are noted below:

Employee-related
expenditures decreased in fiscal year 2025 as compared to fiscal year 2024 primarily due to a reduction in the number of Options
issued to employees and the impact of a lower stock price on the Black-Scholes modeling results.

Professional
fees decreased for fiscal year 2025 as compared to fiscal year 2024, primarily due to higher costs incurred in 2024 related
to the timing of legal services associated with the Company’s SEC registration statements filed in October 2023, as well
as increased audit fees associated with the Company’s June 30, 2023 financial statements and increased review fees in connection
with the Company’s September 30, 2023 financial statements.

Exploration
expenditures increased for fiscal year 2025 as compared to 2024, as fiscal year 2025 costs include expenditures related to
a drilling program initiated by the Company in April 2025 designed to support the conversion of a portion of the Company’s
current Indicated Resources into Measured Resources and the subsequent conversion of a portion of current Probable Mineral Reserves
into Proven Mineral Reserves. Fiscal year 2024 costs included expenses associated with the third-party owned and operated Demonstration Plant, for which testwork was completed during the third quarter of fiscal year 2024.

Other
operating expenses decreased for fiscal year 2025 as compared to fiscal year 2024 primarily due to a decrease in director
and officer insurance expense, the timing of fully vested Options issued to board members and advisors, and declines in scandium
development initiatives and financial-related services, partially offset by the expense incurred in 2025 associated with a cybersecurity
incident that resulted in misdirected vendor payments.

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

Change
in fair value of Earnout Shares liability represents the change in fair value related to the Earnout Shares based on the results
of Monte Carlo financial modeling. Overall, the increased expense in fiscal year 2025 corresponds to an overall increase in our
share value during fiscal year 2025.

Change
in fair value of Warrant liability represents the change in fair value related to our liability-classified Warrant obligations.
The increase in expense during fiscal year 2025 is due primarily to the increase in the ending market value of our Common Shares
as of June 30, 2025.

46

Change
in fair value of convertible notes represents the impact of the initial allocation of fair value to the April 2024 Notes (as
defined below), which are carried at fair value, as well as the impact of fair value adjustments through final payoff.

 Interest
expense decreased in fiscal year 2025 as compared to fiscal year 2024 due to the impacts of convertible debenture interest
expense incurred in fiscal year 2024. This convertible debt instrument was paid off in early fiscal year 2025.

Loss
attributable to noncontrolling interest represents the portion of net loss in ECRC attributable to the Vested Shares, which
are not owned by the Company.

Liquidity
and Capital Resources

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

On
April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II (“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, between the Company and each of the April 2024 Purchasers.
The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of the April 2024 Notes
issued to each April 2024 Purchaser, Warrants to purchase up to 615,385 Common Shares. All remaining amounts due to Lind II ($176,000)
and Yorkville ($1.0 million) under the April 2024 Notes were repaid on January 6, 2025, and February 7, 2025, respectively.

On
September 11, 2024, the Company and Mark Smith entered into the Loan Agreement, by and between the Company and Mark Smith (the
“Smith Loan Agreement”), which provides for a $2.0 million non-revolving credit facility (the “Smith Loan”).
A total of $504,000 was subsequently drawn down, and subsequently the Company repaid $508,000, representing the balance of the
interest and principal outstanding under the Smith Loan, plus $41,000 related to the loan origination fees payable.

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, with Maxim, as underwriter, which consisted of 1,592,356 Common Shares,
1,672,090 Series A Warrants to purchase up to an additional 1,672,090 Common Shares and 836,045 Series B Warrants to purchase
up to 836,045 Common Shares.

On
November 13, 2024, the Company closed a non-brokered private placement (the “November 2024 Private Offering”) pursuant
to binding subscription agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602
units of the Company (the “November 2024 Units”). Each November 2024 Unit consists of one Common Share, one Series
A Warrant to purchase up to an additional Common Share and one-half of one Series B Warrant to purchase up to one-half of one
Common Share.

On
January 31, 2025, the Company closed an underwritten public offering (the “January 2025 Offering”), pursuant to the
underwriting agreement, dated January 29, 2025, with Maxim, as underwriter, which consisted of 2,577,320 Common Shares, 2,577,320
Series A Warrants to purchase up to an additional 2,577,320 Common Shares and 1,288,660 Series B Warrants to purchase up to 1,288,660
Common Shares.

On
April 21, 2025, the Company closed an underwritten public offering (the “April 2025 Offering”), pursuant to an underwriting
agreement dated April 17, 2025, with Maxim, as underwriter, pursuant to which the Company issued and sold an aggregate of 8,015,812
Common Shares (or pre-funded Warrants in lieu thereof), which includes 323,504 Common Shares issued and sold pursuant to Maxim’s
partial exercise of its over-allotment option.

47

The
combined gross proceeds from the November 2024 Registered Offering, the November 2024 Private Offering, the January 2025 Offering,
and the April 2025 Offering were approximately $31.8 million, before deducting underwriting discounts and offering expenses. In
addition, during fiscal year 2025, the Company issued an aggregate of 6,499,977 Common Shares under the Yorkville Equity Facility
Financing Agreement and through the exercise of Warrants by their holders, as a result of which, the Company received cash totaling
approximately $13.8 million. A portion of these proceeds were used for working capital and general corporate purposes, to repay
amounts outstanding on the Smith Loan, to repay the April 2024 Notes, and to advance efforts to launch construction of the Elk
Creek Project and move it to commercial operation.

As
of June 30, 2025, the Company had cash of $25.6 million and working capital of $24.8 million, compared to cash of $2.0 million
and a working capital deficit of $9.0 million on June 30, 2024.

We
expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash needs are
approximately $40.0 million to $50.0 million for the next twelve months. In addition to outstanding accounts payable and short-term
liabilities, our planned expenditures over the next twelve months are expected to consist of expenditures relating to certain
advancements of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC, corporate overhead costs, and estimated
costs related to securing financing necessary for advancement of the Elk Creek Project. As discussed below, if the Company were
able to obtain additional funding, the Company would be in a position to accelerate planned expenditures ahead of its current
schedule.

The
planned expenditures relating to the advancement of the Elk Creek Project over the next twelve months include, but are not
limited to, an updated resource and reserve estimate and associated mine plan and an updated capital cost estimate in
connection with the EXIM application process. The planned corporate overhead costs over the next twelve months include Elk
Creek property lease commitments, which are $57,000 through June 30, 2026, and outstanding accounts payable.

The
estimated financing costs associated with the Elk Creek Project over the next twelve months include, but are not limited to, costs
relating to the EXIM application process, the scope of which remains under discussion with EXIM. On June 6, 2023, the Company
announced that it had submitted an application to EXIM for up to $800 million in debt financing (the “EXIM Financing”)
to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative. The EXIM
Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of
final terms, and the negotiation of definitive documentation. There can be no assurance that the EXIM Financing will be completed
on the terms described herein or at all. The Company was informed that its application received approval by the first of three
reviews by the EXIM Transaction Review Committee (the “TRC”) on October 2, 2023. During the fourth quarter of fiscal
year 2025, EXIM continued to process the Company’s application for debt financing under EXIM’s Make More in America
Program. The Company’s application sits at the TRC in the second step in EXIM’s four-step approval process. The Company
continues to meet with EXIM as well as providing responses to requests for additional information from EXIM and to the consultants
that are conducting due diligence on the Company’s application on behalf of EXIM. As part of the diligence process, EXIM
has identified additional project activities to be undertaken, including, among other things, an updated mine plan and updated
Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows. However, there can be no
assurance what further project activities or matters EXIM may request in connection with the application process. We are currently
unable to estimate how long the application process may take, and there can be no assurances that we will be able to successfully
negotiate a final commitment of debt financing from EXIM.

On
July 18, 2025, the Company closed a public offering (the “July 2025 Offering”), pursuant to which the Company issued
and sold 13,850,000 Common Shares at a public offering price of $3.25 per Common Share, for net proceeds of approximately $41.8
million after deducting placement agent fees discounts and prior to other offering expenses. Maxim acted as sole placement agent
for the July 2025 Offering. The Company intends to use the net proceeds from the July 2025 Offering for working capital and general
corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial
operation. During the period from July 1, 2025 through September 11, 2025, the
Company also issued 5,000,312 Common Shares through the exercise of Warrants and Options by their
holders, and received cash totaling approximately $10.4 million.

On
August 4, 2025, ECRC entered into the DoD Agreement with ATI, an entity acting on behalf of the Defense Industrial Base Consortium
under the authority of the DoD. Subject to the terms and conditions of the DoD

48

Agreement, ECRC is entitled to receive up to an
aggregate of approximately $10.0 million of reimbursement payments from the DoD upon the achievement of certain project milestones
related to feasibility study-level engineering and additional reserve drilling, as well as preparing updated cost estimates, for
the Elk Creek Project.

We
expect to use our cash balance as of June 30, 2025, as well as the proceeds from the July 2025 Offering, the proceeds from the
Warrant exercise issuances, and the reimbursement payments pursuant to the DoD Agreement, to fund our planned expenditures for
the next twelve months. However, additional work is required in order to advance the Elk Creek Project, requiring additional financing.
The S-K 1300 Elk Creek Technical Report Summary includes an estimated total upfront capital expenditure for the Elk Creek Project
of approximately $1,141.0 million. The actual amount of capital expenditure required to successfully achieve commercial production
at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility
studies, permitting, engineering and the construction of infrastructure, mining and processing facilities. If the Company were
able to obtain additional funding, the Company would be in a position to accelerate planned expenditures ahead of its current
schedule. In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence
process, the Company would require additional funding to complete such activities. The Company’s ability to continue operations
and fund our current work plan is dependent on management’s ability to secure additional financing. When available,
the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more
closely, and the Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a
time when they are in need. Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement for
opportunistic share sales. However, the Yorkville Equity Facility Financing Agreement will expire by its terms on April 1, 2026.

Except
for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential
exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at
this time. Management currently anticipates that it will fund the upfront capital expenditure amount for the Elk Creek Project
through a combination of debt and equity financing, with approximately two-thirds of such amount being funded from the net proceeds
of debt financing, including the amount of debt that would be represented by the EXIM Financing, if any. Management is actively
pursuing additional sources of debt and equity financing to meet its long-term funding requirements, and while it has been successful
in doing so in the past, there is no assurance that we will be able to obtain any such additional financing on acceptable terms,
if at all. Pursuant to the Exchange Agreement, NioCorp is restricted from issuing equity or equity-linked securities (other than
Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of
the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock
of ECRC. On July 17, 2025, we entered into the Placement Agency Agreement with Maxim, which also contains certain covenants that,
among other things, limit NioCorp’s ability to enter into any variable rate transaction on or before September 17, 2025, including
issuances of equity or debt securities that are convertible into Common Shares at variable rates and any equity line of credit,
ATM agreement, or other continuous offering of Common Shares, other than with Maxim, subject to certain exceptions. Notwithstanding
the restrictions set forth in the Exchange Agreement and the Placement Agency Agreement, there is significant uncertainty that
we would be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and
the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to
raise funds arise. Management may pursue funding sources of both debt and equity financing, including but not limited to the issuance
of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the
Company pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered
offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities,
including secured and unsecured convertible debt instruments, or secured debt project financing. Management does not currently
know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at
arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed
at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.
In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and
other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests. However,
we cannot provide any assurances that we will be able to be successful in raising such funds.

49

Based
on the conditions described within, management has concluded and the audit opinion and notes that accompany our consolidated financial
statements for the year ended June 30, 2025, disclose that substantial doubt exists as to our ability to continue as a going concern.
The consolidated financial statements included in this Annual Report on Form 10-K have been prepared under the assumption that
we will continue as a going concern. As defined under S-K 1300, we are a development stage issuer, and we have incurred losses
since our inception. The Company will require additional capital to meet its long-term operating requirements. Uncertainty in
capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions
have contributed to general global economic uncertainty. During fiscal year 2025, these events continued to create uncertainty
with respect to overall project funding and timelines. We believe that the going concern uncertainty cannot be alleviated with
confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is
secured. Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.

We
have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating
needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S. and Canadian chartered banks. We do not
believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions.
However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept
lower rates of interest, which has also lowered our potential interest income.

Operating
Activities

During
the year ended June 30, 2025, the Company’s operating activities consumed $10.7 million of cash (2024: $11.7 million). Overall,
operational outflows during fiscal year 2025 decreased from the corresponding period of 2024 primarily due to the timing of vendor
payments. Going forward, the Company’s working capital requirements are expected to increase substantially in connection
with the development of the Elk Creek Project.

Investing
Activities

The
Company had minimal investing activities during the years ended June 30, 2025 and 2024, respectively.

Financing
Activities

Net
cash provided by financing activities was $34.2 million in fiscal year 2025 (2024: $11.4 million). This increase in financing
inflows primarily reflects the timing of cash inflows from the financing transactions disclosed above under “Liquidity
and Capital Resources.”

Cash
Flow Considerations

The
Company has historically relied upon debt and equity financing to finance its activities. Subject to the restrictions set forth
in the Exchange Agreement, the Company may pursue additional debt and/or equity financing in the medium term; however, there can
be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.

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

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

Historically,
the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration
and development plans and other contractual obligations when due. However, development and construction of the Elk Creek Project
will require substantial additional capital resources. This

50

includes near-term funding and, ultimately, funding for Elk Creek
Project construction and other costs. See “Liquidity and Capital Resources” above, for the Company’s
discussion of arrangements related to possible future financings.

Environmental

Our
mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the
environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot
predict the full amount of such future expenditures. As of June 30, 2025 and 2024, we had accrued $48,000 and $48,000, respectively,
related to estimated environmental obligations.

Forward-Looking
Statements

The
foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking
Statements” in Item 1., “Business.”

Accounting
Developments 

For
a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the
consolidated financial statements included in this Annual Report on Form 10-K.

Critical
Accounting Estimates and Recent Accounting Pronouncements

Our
significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in this Annual
Report on Form 10-K. As described in Note 3, we are required to make estimates and assumptions that affect the reported amounts
and related disclosures of assets, liabilities, revenue, and expenses. Our estimates are based on our experience and our interpretation
of economic, political, regulatory, and other factors that affect our business prospects. Many of the inputs into our estimation
process are subjective and are subject to uncertainty over time and therefore, actual results may differ significantly from our
estimates. Note 3 also discloses recent accounting pronouncements applicable to the Company.

We
believe that our most critical accounting estimates are related to the carrying value of our long term assets; accounting for
income taxes and the valuation of deferred tax assets; and the valuation of liabilities associated with Warrants, convertible
debt carried at fair value, and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the
accounting estimates are made and changes in them are reasonably likely to occur from period to period. Management has discussed
the development and selection of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”),
and the Audit Committee has reviewed the disclosures presented below. In addition, there are other items within our financial
statements that require estimation, but are not deemed to be critical. However, changes in estimates used in these and other items
could have a material impact on our consolidated financial statements.

Carrying
Value of Long-Lived Assets

The
recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed
on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions
related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability
to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever
information or circumstances indicate the potential for impairment. Key inputs include events and circumstances such as our inability
to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of
exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input
prices. Many of these inputs are subjective and are subject to uncertainty over time. Such evaluations compare estimated future
net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated
future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded, measured
by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Where

51

estimates of future net cash
flows are not determinable and where other conditions indicate the potential for impairment, management uses available market
information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

We
review and evaluate our long-lived assets, other than mineral properties, for impairment when events or changes in circumstances
indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated
fair value of the long-lived assets being tested for impairment and their carrying amounts.

Income
Taxes

We
have assets, hold interests, and conduct activities in the U.S. and Canada and are subject to their tax regimes. Tax laws are
complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to review and
interpretation by taxing authorities and could be modified. Management judgment is required in determining our provision for income
taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. We consider
factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable
income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning
strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance.
In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our
valuation allowance, which could materially impact our financial position and results of operations.

Financial
Instruments Carried at Fair Value

The
fair values of our Earnout Shares, private Warrants, Contingent Consent Warrants, and convertible debt carried at fair value
were determined using various significant unobservable inputs, including a discount rate and our best estimate of expected
volatility and expected holding periods. Changes in the estimated fair values of these liabilities may have material impacts
on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact
on our U.S. GAAP results of operations. See Notes 8, 9, and 10c to our consolidated financial statements included in this
Annual Report on Form 10-K for additional details.

Other

The
Company has one class of shares, being Common Shares. A summary of outstanding Common Shares, Vested Shares, Options, and Warrants
as of September 11, 2025, is set out below, on a fully diluted basis.

[[GREPCENT_TABLE]]
[["","","","Common Shares Outstanding (fully diluted)"],["Common Shares","","","77,757,089"],["Vested Shares(1)","","","3,518,450"],["Options(2)","","","4,900,000"],["Warrants(3)","","","24,787,533"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","(1)","Each exchangeable into one Common Share at any time, and from time to time, until the tenth anniversary of the Closing Date."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","(2)","Each exercisable for one Common Share."]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","(3)","Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable for 1.11829212 Common Shares, and 9,120,907 Warrants that are each exercisable into one Common Share."]]
[[/GREPCENT_TABLE]]