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                               March 31, 2023

       Neal Shah
       Chief Financial Officer
       NioCorp Developments Ltd.
       7000 South Yosemite Street, Suite 115
       Centennial, CO 80112

                                                        Re: NioCorp
Developments Ltd.
                                                            Registration
Statement on Form S-3
                                                            Filed March 15,
2023
                                                            File No. 333-270541

       Dear Neal Shah:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-3 filed March 15, 2023

       Cover Page

   1.                                                   For each of the shares
being registered for resale please disclose the price that the selling
                                                        securityholders paid
for such shares, or the securities overlying such shares.
   2.                                                   Disclose the exercise
price of the Financing Warrants compared to the market price of the
                                                        underlying security.
Please also disclose that holders of the Financing Warrants may
                                                        exercise them on a
cashless exercise basis. We note your related disclosure on page 31. If
                                                        any warrants are out
the money, please disclose the likelihood that warrant holders will
                                                        not exercise their
warrants. Provide similar disclosure in the prospectus summary, risk
                                                        factors, and use of
proceeds section and disclose that cash proceeds associated with the
                                                        exercises of the
warrants are dependent on the stock price. As applicable, describe the
                                                        impact on your
liquidity.
 Neal Shah
NioCorp Developments Ltd.
March 31, 2023
Page 2
3.       We note the significant number of redemptions of your Common Shares in
connection
         with your business combination and that the shares being registered
for resale will
         constitute a considerable percentage of your public float. Highlight
the significant
         negative impact sales of shares on this registration statement could
have on the public
         trading price of the Common Shares.
Risk Factors, page 9

4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         Common Shares. To illustrate this risk, disclose the purchase price of
the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding.
General

5.       Please update your disclosure to reflect that the Transactions have
closed; that the reverse
         stock split has been effected at the ratio of 10-for-1; and that
listing and trading of the
         company's Common Shares and the NioCorp Assumed Warrants has begun on
The
         Nasdaq Global Market and The Nasdaq Capital Market, respectively. We
note your Form
         8-K filed March 17, 2023 in this regard.
6.       In light of the significant number of redemptions, and the uncertainty
if the company will
         receive significant proceeds from exercises of the warrants, where
appropriate include a
         discussion of capital resources to address any changes in the company
 s liquidity position
         since the business combination. If the company is likely to have to
seek additional capital,
         discuss the effect of this offering on the company   s ability to
raise additional capital.
7.     Where appropriate please include a discussion reflecting the fact that
this offering
       involves the potential sale of a substantial portion of shares for
resale and discuss how
       such sales could impact the market price of the company   s common
stock. Your
FirstName LastNameNeal Shah
       discussion should highlight the fact that the selling securityholders
will be able to sell all
Comapany    NameNioCorp
       of their shares for soDevelopments   Ltd.
                              long as the registration statement of which this
prospectus forms a
March part  is available
       31, 2023  Page 2 for use.
FirstName LastName
 Neal Shah
FirstName  LastNameNeal  Shah
NioCorp Developments   Ltd.
Comapany
March      NameNioCorp Developments Ltd.
       31, 2023
March3 31, 2023 Page 3
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or
Kevin Dougherty,
Staff Attorney, at (202) 551-3271 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:      Andrew C. Thomas