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DEBT

9 Months Ended

Mar. 31, 2025

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	$	-

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.