NB 10-K & 10-Q changes, risk factors and insider trading

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$65 million to $50.0$75 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 advancementsthe advancement 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.

We expect to use our cash balance as of June 30, 2025,2026, as well as the proceeds from theWarrant Julyand 2025options Offering,to thepurchase proceedsCommon fromShares the Warrant("Options") exercise issuances, and the reimbursement payments pursuant to the DoDDoW Agreement, to fund our planned expenditures for the next twelve months. However, additional work is required in order to advance the Elk Creek Project, which will require 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 able 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.

Our inabilityWe to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations, or prospects. Sales of substantial amounts of securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair our ability to raise capital through future sales of Common Shares. We have not yet commenced commercial production at any of our properties and, as such, have not generated positive cash flows to date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our Elk Creek Project. We expect to continue to incur negative investing and operating cash flows until such time as we enter into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise equity capital or to secure additional debt financing, or that we will not continue to incur losses.

Since our inception, we have had no revenue from operations. We have no history of producing products from any of our properties.properties, and our assumptions related to the risks we may face in the future related to the Elk Creek Project may change. Our Elk Creek Project is a development stage property. Advancing our Elk Creek Project from a development stage property to a production stage property will require significant capital and time, and successful commercial production from the Elk Creek Property will be subject to permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

The costs, timing, and complexities of exploration, development, engineering, and construction activities may be increased by the location of our properties and competition from other mineral exploration and mining companies. It is common for exploration companies to experience unexpected problems and delays during development, if commenced, including engineering, procurement, construction, commissioning, and ramp-up.ramp-up delays. Accordingly, our activities may not result in profitable operations and we may not succeed in establishing operations or profitably producing products at any of our current or future properties, including our Elk Creek Project.

We anticipate that costs at our projects that we may explore or develop, including the Elk Creek Project, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgical performance, and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, steel, aluminum, iron, chemicals, natural gas, fresh water, and electricity, as well as by government actions such as tariffs. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable or not profitable at all. For example, the 2026 S-K 1300 Elk Creek Technical Report Summary includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,849 million, including a contingency of 14%, which is an increase of approximately $708 million compared to the estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,141.0 million. million that was included in the 2022 S-K 1300 Elk Creek Technical Report Summary. The increase in estimated total upfront capital expenditure for the Elk Creek Project is primarily driven by a substantially redesigned processing plan and mining operation producing eight critical minerals and significant inflationary impacts since the 2022 S-K 1300 Elk Creek Technical Report Summary. 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. A material increase in costs at any significant location could have a significant effect on our profitability.

We rely on the accuracy, capacity, and security of our third-party service providers’ IT systems for the operations of many of our business processes and to comply with regulatory, legal, and tax requirements. We are dependent on third parties to provide important IT services relating to, among other things, operational technology at our facilities, human resources, electronic communications, and certain finance functions. Despite the security measures that our third-party service providers have implemented, including those related to cybersecurity, we have experienced, and may experience in the future, cybersecurity incidents. Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-service attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information, and the systems and information of our third-party service providers. Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based services and bundled software. AsWe previouslyhave disclosed,experienced oncybersecurity Februarythreats 14,and 2025,cybersecurity we became aware of unauthorized third-party access to our information systems, including portions of its email systems, that resultedincidents in misdirected vendor payments (the “Cybersecurity Incident”).past, and may experience cybersecurity threats and cybersecurity incidents in the future. To date, thewe Cybersecurity Incident hashave not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on our business operations or financial condition.

Though our third-party service providers have controls in place, we cannot provide assurance that a cybersecurity incident will not occur in the future. Furthermore, we may have little or no oversight with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats. Cybersecurity threats or incidents or disruptions of our third-party service providers’ IT systems could interrupt our ability to manage and operate our business, impact data, and adversely affect our business operations and financial performance, including major disruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity. In addition, we have incurred costs in connection with the remediation of cybersecurity incidents in the Cybersecurity Incidentpast and we may be required to incur significant costs to protect against and, if required, remediate the damage caused by cybersecurity incidents, disruptions or system failures in the future.

We are dependent on a relatively small number of key employees, including our Chief Executive Officer. The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary. Further, the specialized nature of our model as summarized in the 2026 S-K 1300 Elk Creek Technical Report Summary may make qualified persons difficult to replace, which could have a material adverse effect on our business and financial condition.

Certain events have effected,affected, and continue to effect,affect, the global and United States economies, including increased inflation, volatility in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs. We cannot predict how this will affect our business, but the impact may be adverse.

Although it is not possible to predict the ultimate impact of these factors on NioCorp’s business plans, financial position, or liquidity, such impacts that may be material include, but are not limited to: (i) delays in the completion of the mine and surface engineering designs and uncertainty regarding our ability to finalize necessary Engineering,EPC Procurement, and Construction (“EPC”) agreements as a result of disruptions in the businesses of our engineering consultants and key contractors for the Elk Creek Project, (ii) reduced availability and increased costs of employees, (iii) a negative impact on our liquidity position, and (iv) increased costs and less ability to access funds in the capital markets. The full extent to which these factors may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time.

We may not recognize the full value of the Yorkville Equity Facility Financing Agreement and may not receive any proceeds from the exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional capital.

In addition, uponUpon exercise, we will receive the cash exercise price of our outstanding Warrants (assuming, that they are not exercised on a cashless basis, as applicable). We believe the likelihood that holders will exercise their Warrants, and therefore, the amount of cash proceeds that we would receive, is, among other things, dependent upon the market price of our Common Shares. For so long as the market price for our Common Shares is less than the applicable exercise price of the Warrants, we believe such holders will be unlikely to exercise their Warrants. The potential adverse effect on the prevailing market price of our Common Shares as a result of sales of Common Shares by us or by other security holders, or the perception that such sales may occur, could keep the market price for our Common Shares below the applicable exercise price of the Warrants. Accordingly, the holders of the Warrants may not exercise their Warrants before they expire, and we may not receive any proceeds from the exercise of the outstanding Warrants.

We may not recognize the full value of the DoDDoW Agreement.

Subject to the terms and conditions of the DoDDoW Agreement, the DoDDoW will reimburse ECRC for a portion of the costs incurred by ECRC under the DoDDoW Agreement and ECRC is entitled to receive up to an aggregate of approximately $10.0 million of reimbursement payments from the DoDDoW upon the achievement of certain project milestones. If the Company is not successful in achieving the milestones required under the DoDDoW Agreement or if the reimbursements sought by the Company are rejected or the DoDDoW Agreement is terminated prior to completion of all milestones, the Company may not receive all or even a significant portion of the payments as reimbursements for expenses incurred as expected under the DoDDoW Agreement.

The Company has identified a material weaknessesweakness in its internal control over financial reporting. If not remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

Our management has identified a material weaknessesweakness in its internal control over financial reporting relating to deficienciesa deficiency in the principles associated with the control environment,activities risk assessment, control activities, and monitoring componentscomponent of internal control,control based on the criteria established by the COSO Framework,Framework (as defined below), that constitute a material weaknesses, either individually or in the aggregate.weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company is committed to remediating its material weaknessesweakness as promptly as possible. Management is in the process of implementing its remediation plan. However, there can be no assurance as to when the material weaknessesweakness will be remediated or that additional material weaknesses will not arise in the future. If the Company is unable to maintain effective internal control over financial reporting, its ability to record, process and report financial information timely and accurately could be adversely affected, which could subject the Company to litigation or investigations, require management resources, increase costs, negatively affect investor confidence and adversely impact the trading price of the Common Shares.

We may face litigation and other risks as a result of the material weaknessesweakness in our internal control over financial reporting.

We identified a material weaknessesweakness in our internal control over financial reporting that existexisted as of June 30, 2025.2026. As a result of such material weaknessesweakness and other matters raised or that may in the future be raised by the SEC or the Canadian securities regulators, we face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknessesweakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could adversely affect our business, financial condition and results of operations.

We face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies inin, or changes to, our estimates or the factors and assumptions on which they are based, including with respect to the economic analysis conducted in connection with the 2026 S-K 1300 Elk Creek Technical Report Summary, could result in lower than expected revenues, higher than expected costs, and decreased profitability.

The net loss attributable to the Company increased to $48.6 million for fiscal year 2026 from $17.4 million for fiscal year 20252025. 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 spending on the fiscal2026 yearElk 2025Creek Study, the recognition of non-cash lossesexpenses related to share-based compensation and the valuation of the Earnout ShareShares and Warrant liabilities, and increased compensation expenses, partially offset by lowerinterest interest expense,income. financialNet instrumentloss fairper values,share andincreased operatingdue expenses.to an increase in net loss, offset by an increase in weighted average Common Shares outstanding since June 30, 2025.

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:

Employee-related Exploration expenditures decreasedincreased infor fiscal year 20252026 as compared to fiscal year 20242025 primarily due to afield-based reductioncosts inassociated with the number2025 ofDrilling Options issuedProgram, which was substantially completed by September 30, 2025, as well as expenses related to employeesthe andCompany’s ongoing efforts to prepare the impact2026 ofElk aCreek lower stock price on the Black-Scholes modeling results.Study.

Change in fair value of Warrantearnout shares liability represents the changeimpact of changes in fair value related to ourvaluation liability-classifiedof Warrantthe obligations. Earnout Shares. The increase in expensefair duringvalue for fiscal year 2026 as compared to fiscal year 2025 is due primarily toreflects the increase in the ending market value of ourCompany’s Common Shares asShare ofprice Junein 30,the 2025.financial modeling used to determine the period end fair value.

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. The increase in loss for fiscal year 2026 as compared to fiscal year 2025 is related to the increased consolidated net loss, as noted above, incurred by ECRC.

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash needsoutflows are approximately $40.0$65 million to $50.0$75 million for the next twelve months. In addition to the settlement of outstanding accounts payable and other short-term liabilities, our planned expenditurescash outflows over the next twelve months are expected to consist of expenditures relating to certain advancementsthe advancement of the Elk Creek Project by NioCorp’s majority ownedmajority-owned subsidiary, ECRC, corporate overhead costs, and estimated costs related to securing the financing necessary for advancementconstruction 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, ancontinued updatedconstruction resourceof the mine portal at the Elk Creek Project, which the Company’s Board of Directors approved in December 2025 and reservefor estimatewhich andthe associatedcurrent mineremaining plan and an updatedestimated capital cost estimateis in connectionapproximately with$38.7 themillion; EXIMdetailed applicationengineering; process.procurement and construction contracting activities; planning and deposits for long-lead equipment; metallurgical test work; environmental and permitting activities; community and stakeholder engagement programs; and advisory costs relating to securing project financing. The planned corporate overhead costs over the next twelve months includeare approximately $19 million, including Elk Creek property lease commitments, whichand arethe $57,000settlement throughof outstanding accounts payable as of June 30, 2026, and outstanding accounts payable.2026.

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 financingfinancing, (thewhich “EXIMmay Financing”) include a loan or loan guarantee, 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. DuringIn April 2024, EXIM provided the fourthCompany quarterwith ofa fiscal yearPPL, 2025,which EXIMalso continued to process the Company’s application for debt financing underconveyed 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 conductinginitial due diligence findings on the Company’s applicationapplication. onThe behalfPPL ofdid EXIM.not Asstate parta total amount of the diligenceEXIM process,Financing. Instead, the PPL provided that the amount of the EXIM has Financing that could be made available for the Elk Creek Project will be scaled based on the number of U.S. jobs supported, both during construction and over the life of EXIM’s financing, and subject to certain expectations regarding the ratio of debt-to-equity financing for the Elk Creek Project. PPL also identified additional project activities to be undertaken,undertaken by the Company as part of EXIM’s due diligence process, 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,On thereFebruary can4, be no assurance what further project activities or matters2025, EXIM mayadvanced requestthe Company’s application to the next stage of the TRC’s reviews and selected RPMGlobal USA, Inc. whose mining advisory business has since been acquired by SLR Consulting, to conduct an independent technical review of the Elk Creek Project, and in connectionOctober 2025 the Company executed a professional services agreement with SLR Consulting to conduct an independent environmental and social review as part of EXIM’s ongoing due diligence. The Company’s application remains at the next stage of the TRC’s review process. If the application process.is We are currently unable to estimate how long the application process may take,approved and theresupported canby EXIM staff, it would be no assurances that we will be ablesubject to successfully negotiate a final commitmentdecision by EXIM’s Board of debt financing from EXIM.Directors.

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,Warrants and the reimbursement payments available to ECRC under the DoW Agreement, we currently have no further funding commitments or arrangements for additional financing at thisas time. Management currently anticipates that it will fundof the upfront capital expenditure amount for the Elk Creek Project through a combinationdate of debtthis andAnnual 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 financingReport on acceptableForm terms, if at all.10-K. 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. OnNotwithstanding 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 iscan significantbe uncertaintyno assurance that we wouldwill be able to secure any additional financing inon theacceptable current equityterms, or debtat markets.all. 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.

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,have ofheld necessity,our beencash requiredreserves toin accept deposit accounts and other highly liquid instruments, which may result in lower rates of interest, whichand hastherefore also lowered our potentiallower interest income.income, than alternative investments.

You should carefully consider the risk factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2025, which could materially affect the Company’s business, financial condition or future results.

All currency amounts are stated in thousands of U.S. dollars, except for share datadata, ,unlessunless noted otherwise.

Forward-looking statements have been based upon our current business and operating plans, as approved by the Board, and may include statements regarding, among other matters, the financial and business performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Company’s niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska; NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”); the estimated timing and capital costs of the Portal Project (as defined below); the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; NioCorp’s ability to access the full amount of the expected net proceeds of 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”); NioCorp’s expectation that it will receive the full $10.0 million in reimbursement under the Project Sub-Agreement (the “DoD Agreement”) (aswith definedAdvanced below)Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of Defense; the intended use of our cash balance as of DecemberMarch 31, 2025 as well as the proceeds from the October 2025 Offering (as defined below),2026, the proceeds from the exercise of Common Share purchase warrants (“Warrants”) and the reimbursement payments pursuant to the DoD Agreement; the expected results of the 2025previously Drillingannounced Programdrilling (as defined below)program at the Elk Creek Project (the "2025 Drilling Program"); the expectation that the results of the 2025 Drilling Program will be used to update the feasibility study for the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite; statements with respect to the estimation of mineral resources and mineral reserves; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; the duration and anticipated benefits of the Rights Plan (as defined below); NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project’s economic model; and the creation of full-time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions, or results “will,” “may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; the future price of and demand for metals, including aluminum-scandium("Al-Sc") alloy; and the stability of the financial and capital markets. Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following: NioCorp’s requirement of significant additional capital; NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; NioCorp’s ability to achieve the required milestones and receive the full $10.0 million in reimbursement under the DoD Agreement; NioCorp’s ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp’s ability to continue to meet Nasdaq listing standards; risks relating to the common shares, no par value, of the Company (“Common Shares”), including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness, if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all; covenants contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a “passive foreign investment company (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); the potential that the 2023 Transactionsbusiness combination with GX Acquisition Corp. II could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships, including our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms or at all; NioCorp’s ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining and scandium alloy industries; trade policies and tensions, including tariffs; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, development, or scandium alloy production activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; the infringement or loss of NioCorp's intellectual property rights; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.

NioCorp is developing the Elk Creek Project, located in southeastsoutheastern Nebraska. The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase battery safety. Niobium is used to produce various superalloys that are extensively used in high performancehigh-performance aircraft and jet turbines. It also is used in High-Strength, Low-Alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others. It also is used in pigments for paper, paint, and plastics. Rare earths are critical to electrification and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available. In December 2025, the Company acquired certain manufacturing assets and intellectual property related to Al-Sc alloy production, which are intended to support a potential future domestic scandium supply chain, subject to financing and development Our primary business strategy is to advance our Elk Creek Project to commercial production. We are focused on carrying out our near-term planned work programs associated with securing the project financing package necessary to complete mine development and construction of the Elk Creek Project.development.

On OctoberFebruary 15,25, 2025,2026, the Company issued and sold (a) 10,152,17517,400,000 Common sharesShares at an offering price of $9.34$5.00 per Common Share and (b) 5,925,0002,600,000 pre-funded Warrants (the “OctoberFebruary Pre-Funded Warrants”) to purchase up to an additional 5,925,0002,600,000 Common Shares at an offering price of $9.3399$4.9999 per OctoberFebruary Pre-Funded Warrant in a registered offering (the “OctoberFebruary 20252026 Offering”) under the Company's registration statement on Form S-3 (Registration No. 333-290837), pursuant to the Placement Agency Agreement between the Company and Maxim, dated OctoberFebruary 13,24, 2025.2026. On OctoberFebruary 17,25, 2025,2026 and March 4, 2026, the Company issued 5,924,942a total of 2,599,951 Common Shares in connection with the cashless exercise of all of the outstanding OctoberFebruary Pre-Funded Warrants. The Company received net proceeds from the OctoberFebruary 20252026 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $139.1 million. The Company intends to use the net proceeds from the October 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.$93,406.

On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the “"Rights Plan”") pursuant to a Shareholder Rights Plan Agreement dated November 21, 2025 (the "Original Rights Plan Agreement"), between the Company and Computershare Investor Services Inc., as rights agent (the "Rights Agent"). One right (a “"Right”") was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each Common Share subsequently issued Common Share until the expiration of the Rights Plan. The Rights generally become exercisable only if a person or group acquiresacquires, or announces the current intention of commencing a take-over bid to acquireacquire, beneficial ownership of 20% or more of the Company’sCompany's outstanding Common SharesShares, other than through a permitted bid made in compliance with applicable Canadian take-over bid rules. If the Rights become exercisable, each holder of a Right, other than the acquiring person, would be entitled to purchase additional Common Shares at a discount to the then-current market price. The Rights Plan was not adopted in response to any specific take-over proposal.

The Company continues to execute a work plan to further advance the development of the Elk Creek Project. In addition to the expected updates to Mineral Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its new and more efficient production process which incorporates the potential addition of magnetic rare earth products and the planned production of titanium in the form of titanium tetrachloride. In addition, the Company is advancing engineering to modify the design of the mine to incorporate a twin ramp for access along with a Railveyor system for material movement instead of utilizing vertical mining shafts. The updated mine design will also incorporate updated costing. This work is expected to be summarized in an updated feasibility study for the Elk Creek Project.

Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth elementoxide production;

Continuation of the Company’s efforts to secure additional federal, state, and local operating permitspermits, as needed;

Three-month period ended DecemberMarch 31, 20252026 compared to the three-month period ended DecemberMarch 31, 20242025

Employee-related expenditures increased for the three-month period in 20252026 as compared to 20242025 primarily due to the timing of grantsthe amortization of costs associated with options to purchase Common Shares ("Options") issued to employees in 20252026 and the hiring of additional corporate staffing.

Professional fees increased for the three-month period in 20252026 as compared to 20242025 primarily due to higher legalprofessional service costs incurred in connection with the preparationsupport of the Company’sCompany's SECcorporate registrationgovernance, statementsregulatory filedcompliance, inand Octoberproject 2025.advancement activities.

Exploration expenditures increased for the three-month period in 20252026 as compared to 2024,2025, primarily due to costs associated with the Company's current efforts to update the Elk Creek Project feasibility study.

Other operating expenses include costs related to investor relations, general office expenses, shareholder services and proxy related activities, board-related expenditures, and other miscellaneous items. These costs increased for the three-month period in 20252026 as compared to 20242025 primarily due the timing of the amortization of costs associated with Option grants issued to board members and advisors, as well as higher investor-facing service costs.

Other significant items impacting the change in the Company’s net income (loss) and net income (loss) per share are noted below:

Interest income represents earnings from the investment of excess cash balances in a commercial money market account. The increase for the three-month period in 20252026 as compared to 20242025 is attributable to our higher cash balance resulting from our successful financing efforts duringsubsequent calendarto yearMarch 31, 2025.

Adjusted net loss increased slightly for the three-month period in 2025,2026, as compared to 2024,2025, primarily due to the increaseincreases in explorationoperating expenditures,expenditures as noted above, incurredpartially offset by ECRC.increased interest income. Adjusted net loss per share declined slightly due to the impact of additional Common Share issuances insubsequent to March 31, 2025.

Six-monthNine-month period ended DecemberMarch 31, 20252026 compared to the six-monthnine-month period ended DecemberMarch 31, 20242025

Except as noted below, the discussion of significant variances for the three-month period also explains the majority of changes for the six-monthnine-month period, including with respect to net loss and net loss per share for the six-monthnine-month period ended DecemberMarch 31, 20252026:

Exploration expenditures increased for the six-monthnine-month period inended 2025March 31, 2026 as compared to 2024,2025, primarily due to field-based costs associated with the 2025 Drilling Program, which was substantially completed by September 30, 2025, as well as expenses related to the Company’s ongoing efforts to update the Elk Creek Project feasibility study.

Change in fair value of earnout shares liability and change in fair value of warrant liabilities both increased for the six-monthnine-month period ended DecemberMarch 31, 2025,2026 as compared to 2024,2025, reflecting the effect of an increase in the Company’s Common Share price on the financial modeling results for each of these liabilities.

As discussed above under “—Recent Corporate Events”, the Company closed the OctoberFebruary 20252026 Offering with net proceeds of approximately $139.1$93.4 million, after deducting placement agency fees and other offering expenses payable by the Company. In addition, during the three-month period ended DecemberMarch 31, 2025,2026, the Company issued an aggregate of 3,957,8224,553,142 Common Shares through the exercise of Warrants and Options by their holders and advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $14.6 million. During the period from January 1, 2026 to February 6, 2026, the Company issued an aggregate of 4,527,662 Common Shares through advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $31.1$31.2 million. The Company expects to use these net proceeds for working capital and general corporate purposes, including to advance efforts to launch construction of the Elk Creek Project and move it to commercial operation.

As of DecemberMarch 31, 2025,2026, the Company had cash of $306.4$419.2 million and working capital of $297.9$409.9 million, compared to cash of $25.6 million and working capital of $24.8 million on June 30, 2025.

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash outflows are approximately $70.0$65.0 million to $85.0$75.0 million for the next twelve months. OurThese planned cash outflows over the next twelve months are expected to consist of expenditures relating to limited, incremental activities to advance certain aspects of the Elk Creek Project by ECRC, corporate overhead costs, and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. These planned expenditures include expenditures relating to the anticipated completion of an updated resource and reserve estimate and associated mine plan and an updated capital cost estimate in connection with the EXIM application process, infrastructure development, ongoing engineering and metallurgical test work, environmental and permitting activities, community and stakeholder engagement programs, corporate and administrative overhead, and advisory costs related to securing project financing.

The planned corporate overhead costs over the next twelve months are approximately $12.0$11.6 million, including Elk Creek property lease commitments, which are $54 through June 30, 2026,million and the settlement of outstanding accounts payable as of DecemberMarch 31, 2025.2026.

The Company continues to meet with EXIM, provide 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 EXIMEXIM, and take steps to complete the additional project activities identified by the PPL. There can be no assurance as to 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.

We expect our cash balance as of DecemberMarch 31, 2025,2026, as well as the proceeds from Warrant and Option exercisesExercises, andif advances under the Yorkville Equity Facility Financing Agreement that occurred since December 31, 2025,any, and the reimbursement payments pursuant to the DoD Agreement, to be sufficient to fund our planned expenditures for the next twelve months. However, additional work is required in order to advance the Elk Creek Project to construction, requiring additional financing. The technical report summary for the Elk Creek Project prepared in accordance with subpart 1300 of Regulation S-K (“S-K 1300”) and filed as Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, 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. 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. As noted above, the Company’s ability to continue operations, fund our current work plan, and construct and operate the Elk Creek Project is dependent on management’s ability to secure additional financing. When available, the Yorkville Equity Facility Financing Agreement provides an opportunity for opportunistic share sales to help fund our current work plan. 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, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC and GX Sponsor II LLC, 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. Notwithstanding the restrictions set forth in the Exchange 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.

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 the three-month period ended DecemberMarch 31, 2025,2026, these events continued to create uncertainty with respect to overall project funding and timelines. The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives.

During the sixnine-month monthsperiod ended DecemberMarch 31, 2025,2026, the Company’s operating activities consumed $7.6$11.9 million of cash (20242025: $2.0$5.9 million). The cash used in operating activities for the sixnine-month monthsperiod ended DecemberMarch 31, 2025,2026, reflects the Company’s funding of losses of $44.7$44.4 million, primarily resulting from increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions. Overall, operational outflows during the sixnine-month monthsperiod ended DecemberMarch 31, 2025,2026, increased from the corresponding period of 20242025 due to costs and expenditures incurred in connection with the 2025 Drilling Program and the Company's current efforts to update the Elk Creek Project feasibility study. Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.

During the sixnine-month monthsperiod ended DecemberMarch 31, 2025,2026, the Company’s investing activities consumed $23.0$27.7 million of cash (20242025: $0$—). The cash used in investing activities for the sixnine months ended DecemberMarch 31, 2025,2026, reflects the acquisition of additional land and mineral rights for the Elk Creek Project as well as costs incurred related to the construction of the Portal Project, and the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC.

Financing inflows were $311.3$435.3 million during the sixnine-month monthsperiod ended DecemberMarch 31, 20252026 (20242025: $0.5$5.2 million), with 20252026 inflows reflecting the gross receipts of $305.2$405.2 million from the equity offerings,offerings and $29.6$60.8 million from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement, offset by $23.5$30.1 million of share issuance costs.

There have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting Pronouncements” as of June 30, 2025, in the Annual Report on Form 10-K, otherexcept thanas thenoted addition of critical accounting estimates related to the valuation and impairment assessment of goodwill and identifiable intangible assets recognized in the current period.below.

The Company has included certain non-GAAP financial measures in this Quarterly Report on Form 10-Q such as adjusted net loss and adjusted net loss per share. Adjusted net loss for presentation purposes is our net loss attributable to the Company plus non-cash items plus (gain)/loss on non-recurring items. Adjusted net loss per share is the impact of these adjustments on the per share net losses incurred. These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP. Because these non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. The Company’s management believes that presenting adjusted net loss and adjusted net loss per share provides investors with additional insight into underlying operating performance by excluding the non-cash gains and losses noted above. Our presentation of certain non-GAAP financial measures should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculations of non-GAAP measures. These non-GAAP measures are not presented in accordance with U.S. GAAP and the use of these terms vary from others in our industry.

Reconciliations of net income (loss) attributable to the Company to adjusted net loss and net loss per share attributable to the Company to adjusted net loss per share are presented below:

The Company has one class of shares, being Common Shares. A summary of outstanding Common Shares, Options, and Warrants as of FebruaryMay 6,14, 2026, is set out below, on a fully diluted basis.