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DEBT

3 Months Ended

Sep. 30, 2024

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 Three Months Ended September 30, 2024
Balance at June 30, 2024	$	571
Accretion expense		43
Principal and interest converted		(614	)
Balance, September 30, 2024	$	-

The following table discloses the components of interest expense associated with the Convertible Debentures.

	For the Three Months Ended September 30,
Component of Interest Expense	2024		2023
Contractual interest	$	1	$	130
Amortization of discount and issuance costs		43		1,945
Total	$	44	$	2,075

April 2024 Notes

On April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (“Lind II”, and together with Yorkville, the “April 2024 Purchasers”) $8.0 million aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”), between the Company and each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385 Common Shares, which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.

The change in the April 2024 Notes is presented below:

	For the Three Months Ended September 30, 2024
Fair value at June 30, 2024	$	7,089
Principal payments		(1,848	)
Change in fair value		17
Balance, September 30, 2024	$	5,258
Remaining Principal Balance, September 30, 2024	$	5,280

The change in the April 2024 Warrant liability is presented below:

	For the Three Months Ended September 30, 2024
Fair value at June 30, 2024	$	298
Change in fair value		149
Balance, September 30, 2024	$	447

On September 4, 2024, NioCorp entered into (i) a consent and waiver (the “September Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent, the “September Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement. The September Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate of $1,176 to an aggregate of $336, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $1,176, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to the April 2024 Purchasers the remainder of the amount due on September 1, 2024. Except as modified by the September Consents and the October Consents (as defined below), as discussed in Note 12, the terms of the April 2024 Notes as previously disclosed are unchanged.