What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-06 compared with 2025-11-13 · 354 added, 444 removed, 182 unchanged (81% of the section changed)

FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the three and six months ended December 31, 2025 and 2024 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

NioCorp Developments Ltd.

Condensed Consolidated Balance Sheets

(expressed in thousands of

Condensed Consolid ated Balance Sheets

(expressed in thousands of U.S.

dollars, except share data) (unaudited)

September 30,

Cash and cash equivalents

5 unchanged sentences

Mineral properties

Intangible assets, net

Accounts payable and accrued liabilities

Deferred reimbursements

Operating lease liability

8 unchanged sentences

Common stock, no par value, unlimited shares authorized;

100,737,151 and 58,491,196 shares outstanding, respectively

120,774,400 and

58,491,196 shares outstanding, respectively

Accumulated deficit

4 unchanged sentences

NioCorp Developments Ltd.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(expressed in thousands of

Condensed Consolidated Statem ents of Operations and Comprehensive Loss

(expressed in thousands of U.S.

dollars, except share and per share data) (unaudited)

For the three months

ended September 30,

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Operating expenses

13 unchanged sentences

Net loss and comprehensive loss

Net loss attributable to redeemable noncontrolling interest

Net loss and comprehensive loss attributable to the Company

Net loss attributable to redeemable

noncontrolling interest

Net loss and comprehensive loss attributable

to the Company

Loss per common share, basic and diluted

Weighted average common shares outstanding, basic and diluted

Weighted average common shares outstanding,

basic and diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statements of Cash Flows

Condensed Consoli dated Statements of Cash Flows

(expressed in thousands of U.S.

dollars) (unaudited)

For the three months

ended September 30,

For the Six Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

1 unchanged sentence

Adjustments for:

Change in valuation of earnout shares liability

Change in valuation of warrant liabilities

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Share-based compensation

Fair value of private placement warrants

Accretion of convertible debt

Change in fair value of convertible note

Yorkville share issuances

Loss on equity facility issuances

Non-cash lease activity

Change in working capital items:

Change in working capital items, net of effects of acquired business:

Deferred reimbursements

Prepaid expenses

2 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of land

Assets acquired in business combination

Acquisition of mineral rights

Acquisition of land and buildings

Net cash used in investing activities

1 unchanged sentence

Proceeds from issuance of capital stock

Debt payments

Debt repayments

Related party debt draws

Related party debt repayment

Share issue costs

Net cash provided by (used in) financing activities

Change in cash and cash equivalents during period

Net cash provided by financing activities

Change in cash and cash equivalents during the period

Cash and cash equivalents, beginning of period

2 unchanged sentences

Conversion of debt for common shares

Additions to construction in progress not yet paid

Value of warrants issued

Unpaid offering costs for the issuance of common shares

Interest paid

1 unchanged sentence

NioCorp Developments Ltd.

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling

Condensed Consolidated Statements of Sh areholders’ Equity and Redeemable Noncontrolling Interest

(expressed in thousands of U.S.

dollars, except for share data) (unaudited)

For the Three Months Ended December 31, 2025 and 2024

Common Shares Outstanding

2 unchanged sentences

Redeemable Noncontrolling Interest

Balance, September 30, 2024

Equity placements

Equity facility draws

Class B share conversions

Share-based compensation

Share issuance costs

Loss for the period

Balance, December 31, 2024

Balance, September 30, 2025

Equity placements

Equity facility draws

Warrant exercises

Option exercises

Class B share conversions

Share-based compensation

Share issuance costs

Loss for the period

Balance, December 31, 2025

For the Six Months Ended December 31, 2025 and 2024

Common Shares Outstanding

Accumulated Deficit

Accumulated Other Comprehensive Loss

Redeemable Noncontrolling Interest

Balance, June 30, 2024

$ ( 161,912 )

Yorkville equity facility draws

Debt conversions

Equity placements

Equity facility draws

Issuance of warrants

Debt conversions

Class B share conversions

Share-based compensation

Share issuance costs

Loss for the period

Balance, September 30, 2024

$ ( 163,983 )

Balance, December 31, 2024

Balance, June 30, 2025

$ ( 179,317 )

Equity placements

Equity facility draws

Warrant exercises

Option exercises

Redemptions of vested shares

Conversion of private warrants

Class B share conversions

Private warrant conversions

Share-based compensation

1 unchanged sentence

Loss for the period

Balance, September 30, 2025

$ ( 221,976 )

Balance, December 31, 2025

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

Developments Ltd.

(“we,” “us,” “our,” “NioCorp” or the “Company”)

was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one reportable

operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s

niobium/scandium/titanium property (the “Elk Creek Project”) located in southeastern Nebraska.

The Company currently

earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and

commercial operation, as discussed in Note 3.

OF PRESENTATION

of Presentation and Consolidation

accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting

principles of the United States of America (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange

Commission (the “SEC”).

The interim condensed consolidated financial statements include the consolidated accounts

of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

The accounting policies

followed in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the

audited consolidated financial statements for the year ended June 30, 2025.

Certain transactions include reference to Canadian

dollars (“C$”) where applicable.

the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement

of the financial position, results of operations, and cash flows as of September 30, 2025, and for all periods presented, have

been included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally

included in the consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant

to appropriate SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements for the year ended June 30, 2025.

The interim results are not necessarily indicative

of results for the full year ending June 30, 2026, or future operating periods.

Accounting Standards

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness

of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is

effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter.

adoption is permitted and the amendments should be applied prospectively;

however, retrospective application is permitted.

are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures

(Subtopic 220-40):

DESCRIPTIO N OF BUSINESS

NioCorp Developments Ltd.

(“we,” “us,” “our,” “NioCorp,” or the “Company”) was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s niobium/scandium/titanium property (the “Elk Creek Project”) located in southeastern Nebraska.

The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation.

In December 2025, the Company acquired certain manufacturing assets and intellectual property related to aluminum-scandium ("Al-Sc") alloy production, which are intended to support a potential future domestic scandium supply chain, subject to financing and development.

As of December 31, 2025, the Company had cash and cash equivalents of $ 306,363 and working capital of $ 297,868 .

Based on its current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within one year from the issuance date of these condensed consolidated financial statements, which have been prepared on a going concern basis.

The Company will require additional capital to fully develop, construct, and operate the Elk Creek Project.

Management expects that future capital requirements will be met through a combination of debt financing, equity financings, and other funding sources.

BASIS OF PRESENTATION

a) Basis of Presentation and Consolidation

The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S.

GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).

The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated.

The accounting policies followed in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2025.

In the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement of the financial position, results of operations, and cash flows as of December 31, 2025, and for all periods presented, have been included in these interim condensed consolidated financial statements.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S.

GAAP have been condensed or omitted pursuant to appropriate SEC rules and regulations.

These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2025 .

The interim results are not necessarily indicative of results for the full year ending June 30, 2026, or future operating periods.

b) Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information.

The amendments are effective for the Company's annual periods beginning after July 1, 2025, with early adoption permitted, and should be applied prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

ASU 2024-03 requires the disclosure of additional information

related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization

included in each income statement line item.

This ASU also requires disclosure of the total amount of selling expenses and our

definition of selling expenses.

This ASU is effective for our annual report for the period ending June 30, 2028, and for interim

period reports beginning thereafter on a prospective or retrospective basis.

Early adoption is permitted.

We are currently evaluating

the impact of adopting this ASU on our consolidated financial statements and disclosures.

time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective

Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a

material impact on the Company’s consolidated financial statements upon adoption.

ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item.

This ASU also

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date

of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

The Company regularly

evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, earnout

valuation, warrant liabilities, and share-based compensation.

The Company bases its estimates and assumptions on current facts,

historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which

form the basis for making judgments about the other sources.

The actual results experienced by the Company may differ materially

and adversely from the Company’s estimates.

To the extent there are material differences between estimates and the actual

results, future results of operations will be affected.

and Diluted Earnings per Share

Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation

of loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss per share

attributable to common shareholders:

For the Three Months

Ended September 30,

requires disclosure of the total amount of selling expenses and our definition of selling expenses.

This ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter on a prospective or retrospective basis.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No.

2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

The guidance establishes authoritative accounting and disclosure requirements for government grants received by business entities, permits early adoption, and is effective for annual reporting periods beginning after December 15, 2028, with application on a prospective basis.

The Company early adopted ASU 2025-10 effective December 31, 2025.

Upon adoption, the Company concluded that the DoD Agreement (as defined in Note 8 below) represents a government grant within the scope of Topic 832.

Adoption of the guidance did not have a material impact on the Company’s consolidated financial statements, as the Company’s existing accounting policies for accounting for government grants are consistent with the guidance.

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.

c) Use of Estimates

The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period.

The Company regularly evaluates estimates and assumptions related to the valuation of mineral properties, goodwill and intangible assets, deferred income tax asset valuations, earnout valuation, warrant liabilities, and share-based compensation.

The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates.

To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

d) Basic and Diluted Earnings per Share

The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders:

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Net loss attributable to noncontrolling interest

Net loss available to participating securities

Net loss attributable to vested shares of ECRC Class B common stock

Net loss attributable to vested shares of

ECRC Class B common stock

Net loss attributed to common shareholders - basic and diluted

1 unchanged sentence

Loss per Common Share outstanding – basic and diluted

following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares

(“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due

to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the periods

indicated below:

Schedule of excluded from the dilutive securities

For the Three Months

Ended September 30,

Excluded potentially dilutive securities (1)(2):

Convertible debt

Total potential dilutive securities

number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations

as required if the securities were dilutive.

Shares are excluded as the vesting terms were not met as of the end of the reporting period.

15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares.

The remaining Warrants are each exercisable

into one Common Share.

The following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares (“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

AND GOING CONCERN

Company incurred a loss of $ 42,659 for the three months ended September 30, 2025 (three months ended September 30, 2024 - $ 2,071 )

and had an accumulated deficit of $ 221,976 as of September 30, 2025.

As a development stage issuer, the Company has not yet commenced

its mining operations, has no revenue-generating capacity, and will not generate operating revenues until such time as mining

operations are initiated and commercial production begins.

discussed in Note 12, on October 15, 2025, the Company closed a registered direct offering which resulted in net proceeds of approximately

$ 139,147 after deducting placement agent fees and other offering expenses payable by us.

As discussed in Note 7, NioCorp expects

to have access to up to $ 46,917 in net proceeds from 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”), through April 1, 2026.

a result of our recent financing activities, we were able to alleviate prior conditions that gave rise to substantial doubt about

our ability to continue as a going concern and we have sufficient cash to fund our planned operations for the next 12 months.

However, the Company will need to secure additional capital to finance construction and achieve commercial production to support

its long-term business objectives.

Company plans to continue to seek additional financing through equity issuances and continues to evaluate debt financing options.

In addition, the Company may pursue additional sources of financing, and while it has been successful in doing so in the past,

there can be no assurance it will be able to do so in the future.

Other than the potential issuance of Common Shares under the

Yorkville Equity Facility Financing Agreement, the Company did not have any further funding commitments or arrangements for additional

financing as of September 30, 2025.

The Company’s plans to obtain additional financing are subject to market conditions

and other factors beyond its control, and therefore the timing and outcome of such activities cannot be predicted with certainty.

AND MINERAL PROPERTIES

August 1, 2025, Elk Creek Resources Corp.

(“ECRC”), an indirect, majority-owned subsidiary of the Company, closed

on its option to purchase three parcels of land in Johnson County, Nebraska (the “August Property Purchases”).

Pursuant to the terms of the applicable option to purchase agreements, the property owners sold, transferred,

conveyed, and assigned to ECRC all of their rights, privileges, title, and interest in and to the surface rights with respect

to one 80-acre parcel and to the surface rights and associated mineral rights with respect to the other two parcels

(consisting of approximately 1.66 acres of the property).

The purchase price for the August Property Purchases was calculated

based on the appraised value per acre and totaled approximately $ 2,699 ,

including indirect costs of $ 35 .

Of this amount, $ 2,650

was allocated to land and the remaining $ 49

was allocated to mineral interests.

September 30, 2025, ECRC closed on its options to purchase two parcels of land in Johnson County, Nebraska, which include:

(i) a 105.77-acre parcel of land and (ii) a 220-acre parcel of land (together, the “September Property

Pursuant to the terms of the applicable option to purchase agreements, the property owners sold,

transferred, conveyed, and assigned to ECRC all of their respective rights, privileges, title, and interest in and to the

surface rights and associated mineral rights with respect to the parcels.

The purchase price for the September

Property Purchases was calculated based on the appraised value per acre and totaled approximately $ 11,325 ,

including indirect costs of $ 29 .

Of this amount, $ 2,263

was allocated to land and the remaining $ 9,062

was allocated to mineral interests.

due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the periods indicated below:

As of December 31,

Excluded potentially dilutive securities (1)(2):

Total potential dilutive securities

(1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end.

Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.

(2) Earnout Shares (as defined in Note 6 below) are excluded as the vesting terms were not met as of the end of the reporting period.

(3) Includes 15,666,526 NioCorp Assumed Warrants (as defined in Note 7c below) (December 31, 2024:

15,666,626 ) that are each exercisable into 1.11829212 Common Shares.

The remaining Warrants are each exercisable into one Common Share.

On December 4, 2025, the Company completed the acquisition of certain manufacturing assets and intellectual property of FEA Materials LLC, a producer of scandium-containing aluminum master alloys.

The Company did not acquire any equity or other legal interest in FEA Materials LLC in connection with the transaction.

The transaction was accounted for as a business combination under ASC 805 as the acquired assets and processes constituted a business.

The acquisition was made to obtain proprietary technology and manufacturing capabilities to support the Company’s scandium alloy commercialization strategy, and control was obtained through the purchase of the acquired assets.

The following table summarizes the fair values of the assets acquired at the acquisition date:

Accounts receivable and prepaids

Security deposit

Intangible asset – technology

Assets acquired

The excess of the purchase consideration over the fair value of net assets acquired, totaling $ 2,220 , was recorded as goodwill.

The goodwill primarily reflects expected future growth opportunities and anticipated synergies resulting from the integration of the acquired technology and production capabilities into the Company’s scandium alloy commercialization strategy.

The goodwill is expected to be deductible for income tax purposes.

The purchase price allocation is based on management’s estimates as of the acquisition date , and management has substantially completed its evaluation of the fair values of the assets acquired.

Any measurement-period adjustments identified would be recorded in accordance with ASC 805.

The Company recognized identifiable intangible assets related to acquired technology, consisting of a group of patented and proprietary intellectual property.

The intangible assets were valued using an income approach, specifically the multi-period excess earnings method, which incorporates significant unobservable inputs (Level 3), including management’s estimates of future cash flows, discount rates, and assumptions related to obsolescence.

The acquired intangible assets are being amortized on a straight-line basis over their estimated weighted-average remaining useful life of 10 years.

As of December 31, 2025, the Company expects to recognize amortization expense of approximately $ 301 for the remainder of fiscal year 2026, and approximately $ 602 annually for each of fiscal years 2027 through 2030, with the remaining $ 3,265 recognized thereafter.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

PAYABLE AND ACCRUED LIABILITIES

Schedule of account payable and accrued liabilities:

September 30,

The Company incurred $ 131 of transaction costs related to the acquisition, which were expensed as incurred and recognized in other operating expenses.

Pro forma financial information has not been presented as the acquisition was not deemed significant under SEC Regulation S-X.

LAND AND MINERAL PROPERTIES

During the six-month period ended December 31, 2025, Elk Creek Resources Corp.

(“ECRC”), an indirect, majority-owned subsidiary of the Company, completed several acquisitions of land and associated mineral rights in Johnson County, Nebraska, in support of the development of the Elk Creek Project, as disclosed below.

August Property Purchases

On August 1, 2025, ECRC closed its options to purchase three parcels of land consisting of (i) an 80-acre parcel of surface rights and (ii) two smaller parcels totaling approximately 1.66 acres that included both surface rights and associated mineral rights.

The total purchase price was approximately $ 2,699 , including $ 35 of indirect costs.

Of this amount, $ 2,650 was allocated to land and $ 49 was allocated to mineral interests.

September Property Purchases

On September 30, 2025, ECRC closed on its options to purchase two additional parcels of land consisting of (i) a 105.77-acre parcel and (ii) a 220-acre parcel, each including both surface rights and associated mineral rights.

The total purchase price was approximately $ 11,325 , including $ 29 of indirect costs.

Of this amount, $ 2,263 was allocated to land and $ 9,062 was allocated to mineral interests.

November Property Purchase

On November 7, 2025, ECRC acquired a 40-acre parcel of land and associated mineral rights located within the one-square-mile section that comprises the Elk Creek Project area.

The acquisition was completed through (i) the transfer of surface rights to a separate 40-acre tract previously acquired as part of the September Property Purchases, (ii) cash consideration of $ 500 for the mineral rights, and (iii) the grant of a 2 % net smelter return royalty on the acquired parcel.

The surface-rights exchange involved parcels of substantially identical value, resulting in no gain or loss recognized.

The total purchase price was $ 551 , including $ 51 of indirect costs, with $ 531 allocated to mineral interests and $ 20 allocated to land.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable, trade

2 unchanged sentences

Total accounts payable and accrued liabilities

B COMMON STOCK OF ECRC

shares of Class B common stock of ECRC include rights under which the holders may exchange such shares into Common Shares.

of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the

tenth anniversary of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject

to certain vesting conditions (the “Earnout Shares”).

Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

Common Share price

volatility of our publicly traded Warrants

following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three-month period

ended September 30, 2025:

CLASS B COMMON STOCK OF ECRC

The shares of Class B common stock of ECRC include rights under which the holders may exchange such shares into Common Shares.

Certain of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting conditions (the “Earnout Shares”).

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

Earnout Shares

The Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:

Closing Common Share price

Term (expiry)

March 17, 2033

Implied volatility of our publicly traded Warrants

Risk-free rate

The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the six-month period ended December 31, 2025:

Fair value as of June 30, 2025

Change in fair value

Fair value as of September 30, 2025

August 13, 2025, 415,581 Vested Shares were exchanged for an equivalent number of Common Shares.

This exchange resulted in a change

in the Company’s ownership interest in ECRC and was accounted for as an equity transaction in accordance with Accounting

Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized.

Accordingly, the carrying amount of

the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding

offset booked to equity.

As of September 30, 2025, 3,518,450 Vested Shares remained outstanding.

Board approval for cash payment and the occurrence of a fundamental transaction that would trigger cash payment are considered

unlikely, the noncontrolling interest has not been adjusted to its redemption value.

As such, noncontrolling interest balance

is only being adjusted for the loss attributed to the noncontrolling interest and exchanges of Vested Shares to Common Shares

since the noncontrolling interest is not currently considered redeemable.

Fair value as of December 31, 2025

Vested Shares

During the six-month period ended December 31, 2025, 417,891 Vested Shares were exchanged for an equivalent number of Common Shares.

These exchanges resulted in a change in the Company’s ownership interest in ECRC and were accounted for as an equity transaction in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized.

Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding offset booked to equity.

As of December 31, 2025 , 3,516,140 Vested Shares remained outstanding.

Because Board approval for cash payment and the occurrence of a fundamental transaction that would trigger cash payment are considered unlikely, the noncontrolling interest has not been adjusted to its redemption value.

Accordingly, the noncontrolling interest balance is only being adjusted for the losses attributable to the noncontrolling interest and exchanges of Vested Shares to Common Shares.

As of December 31, 2025, cumulative losses attributable to the noncontrolling interest exceeded its carrying amount, resulting in a deficit noncontrolling interest balance.

COMMON SHARES

On July 18, 2025, the Company issued and sold 13,850,000 Common Shares, at an offering price of $ 3.25 per Common Share, in a registered offering (the “July 2025 Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim Group LLC (“Maxim”), dated July 17, 2025.

The Company received net proceeds from the July 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 41,186 .

On September 19, 2025, the Company issued and sold 10,000,000 Common Shares, at an offering price of $ 5.00 per Common Share, in a registered direct offering (the “September 2025 Registered Direct Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 17, 2025.

The Company received net proceeds from the September 2025 Registered Direct Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 45,925 .

On September 29, 2025, the Company issued and sold (a) 7,004,740 Common Shares at a public offering price of $ 6.15 per Common Share and (b) 2,755,260 pre-funded Warrants to purchase an aggregate of 2,755,260 Common Shares (the “September Pre-Funded Warrants”) at a public offering price of $ 6.1499 per September Pre-Funded Warrant in a confidentially marketed public offering (the “September 2025 Public Offering”) under the Company’s registration

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

July 18, 2025, the Company issued and sold 13,850,000 Common Shares, at an offering price of $ 3.25 per Common Share, in a registered

offering (the “July 2025 Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim Group LLC (“Maxim”), dated July

The Company received net proceeds from the July 2025 Offering, after deducting placement agent fees and other offering

expenses payable by the Company, of approximately $ 41,186 .

September 19, 2025, the Company issued and sold 10,000,000 Common Shares, at an offering price of $ 5.00 per Common Share, in a

registered direct offering (the “September 2025 Registered Direct Offering”) under the Company’s registration

statement on Form S-3 (Registration No.

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim,

dated September 17, 2025.

The Company received net proceeds from the September 2025 Registered Direct Offering, after deducting

placement agent fees and other offering expenses payable by the Company, of approximately $ 45,925 .

September 29, 2025, the Company issued and sold (a) 7,004,740 Common Shares at a public offering price of $6.15 per Common Share

and (b) 2,755,260 pre-funded Warrants to purchase an aggregate of 2,755,260 Common Shares (the “September Pre-Funded Warrants”)

at a public offering price of $6.1499 per September Pre-Funded Warrant in a confidentially marketed public offering (the “September

2025 Public Offering”) under the Company’s registration statement on Form S-3 (Registration No.

333-280176), pursuant

to the Placement Agency Agreement between the Company and Maxim, dated September 26, 2025.

On September 30, 2025, the Company

issued 2,755,218 Common Shares in connection with the cashless exercise of all of the outstanding September Pre-Funded Warrants.

The Company received net proceeds from the September 2025 Public Offering, after deducting placement agent fees and other offering

expenses payable by the Company, of approximately $55,320.

Schedule Of Stock Option

Number of Options

Weighted Average

Exercise Price

Intrinsic Value

Average Remaining Life

333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 26, 2025.

On September 30, 2025, the Company issued 2,755,218 Common Shares in connection with the cashless exercise of all of the outstanding September Pre-Funded Warrants.

The Company received net proceeds from the September 2025 Public Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 55,320 .

On October 15, 2025, the Company issued and sold (a) 10,152,175 Common shares at an offering price of $ 9.34 per Common Share and (b) 5,925,000 pre-funded Warrants (the “October Pre-Funded Warrants”) to purchase up to an additional 5,925,000 Common Shares at an offering price of $ 9.3399 per October Pre-Funded Warrant in a registered offering (the “October 2025 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 October 13, 2025.

On October 17, 2025, the Company issued 5,924,942 Common Shares in connection with the cashless exercise of all of the outstanding October Pre-Funded Warrants.

The Company received net proceeds from the October 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 139,147 .

b) Stock Options

Balance, June 30, 2025

Cancelled/expired

Balance, September 30, 2025

August 18, 2025, the Company granted 1,955,000 Options with an exercise price of $ 4.35 and an average fair value price of $ 2.61

per Option, based on a Black-Scholes model with an average risk-free rate of 3.86 %, average share price volatility of 76.92 %,

and a 4.5-year weighted average expected life.

250,000 of these Options were fully vested on the issuance date.

34% of the remaining

1,705,000 Options vested at issuance with the balance vesting equally over a two-year period in equal annual installments until

August 18, 2027.

For the three months ended September 30, 2025, the Company expensed $ 2,302 in the condensed consolidated statement

of operations associated with the Option grants and related amortization.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

Schedule of warrant transactions

Number of Warrants

Weighted Average Exercise Price

Balance, December 31, 2025

During the six-month period ended December 31, 2025 , the Company granted 2,282,500 Options with a weighted average exercise price of $ 4.68 and an average grant-date fair value of $ 2.84 per Option, as determined using the Black-Scholes option pricing models.

The assumptions used in the Black-Scholes models included an average risk-free interest rate of 3.84 %, average expected share price volatility of 76.8 %, and an average expected life of 4.56 years.

Of the Options granted, 250,000 vested immediately upon issuance.

The remaining Options are subject to service-based vesting, including (i) Options that vest partially upon issuance with the remainder vesting in substantially equal installments over one- and two-year periods, (ii) Options that vest in installments over 12, 18, and 24 months, and (iii) Options that vest in installments over one-, two-, and three-year periods.

For the six-month period ended December 31, 2025, the Company recognized $ 3,086 of stock-based compensation expense in the condensed consolidated statement of operations related to these Option grants and associated amortization.

Balance, June 30, 2025

( 10,856,224 )

Balance, September 30, 2025

of September 30, 2025, the Company had outstanding exercisable Warrants, as follows:

Private Warrants

March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”)

pursuant to the Business Combination Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger

In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s

obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an

assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate

of 15,666,626 Warrants (the “NioCorp Assumed Warrants”).

The Company issued (a) 9,999,959 public NioCorp Assumed Warrants

(the “2023 Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b)

5,666,667 NioCorp Assumed Warrants (the “2023 Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

2023 Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per

1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the

No fractional shares will be issued upon exercise of any 2023 Private Warrants, and fractional shares that would otherwise

be due to the exercising holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required

to net cash settle any 2023 Private Warrant.

2023 Private Warrants:

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will

not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the Sponsor, its members or

any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed

Warrant Agreement, any 2023 Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted

transferees are treated as 2023 Public Warrants.

Balance, December 31, 2025

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing

model are based on observable data points.

The following observable data points were used in calculating the fair value of the

2023 Private Warrants using a Black-Scholes pricing model:

Key Valuation Input

As of December 31, 2025, the Company had outstanding exercisable Warrants, as follows:

November 5, 2026

November 13, 2026

March 17, 2028

September 17, 2028

November 5, 2029

November 13, 2029

2023 Private Warrants

On March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd.

In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”).

The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “2023 Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “2023 Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

Each 2023 Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like).

No fractional shares will be issued upon exercise of any 2023 Private Warrants, and fractional shares that would otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share.

In no event will the Company be required to net cash settle any 2023 Private Warrant.

The 2023 Private Warrants:

(i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement).

In accordance with the NioCorp Assumed Warrant Agreement, any 2023 Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as 2023 Public Warrants.

The Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points.

The following observable data points were used in calculating the fair value of the 2023 Private Warrants using a Black-Scholes pricing model:

Closing Common Share price

3 unchanged sentences

Expected warrant life in years

provided for in the NioCorp Assumed Warrant Agreement, during the three months ended September 30, 2025, a total of 2,281,881

2023 Private Warrants were exchanged for 2023 Public Warrants.

Upon exchange, the Company recorded a non-cash loss of $ 1,217 in

change in fair value of warrant liabilities in the condensed consolidated statement of operations, representing the change in

fair value of the 2023 Private Warrants through the respective exercise dates.

change in the 2023 Private Warrants liability is presented below:

For the Three Months Ended September 30, 2025

As provided for in the NioCorp Assumed Warrant Agreement, during the six months ended December 31, 2025 , a total of 2,281,881 2023 Private Warrants were exchanged for 2023 Public Warrants.

Upon exchange, the Company recorded a non-cash loss of $ 1,217 in change in fair value of warrant liabilities in the condensed consolidated statement of operations, representing the change in fair value of the 2023 Private Warrants through the respective exercise dates.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

The change in the 2023 Private Warrants liability is presented below:

For the Six Months

Ended December 31, 2025

Fair value as of June 30, 2025

2 unchanged sentences

Change in fair value

Fair value as of September 30, 2025

2024 Warrants

previously disclosed, 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”) $ 8,000 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 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 Company accounted for the April 2024 Warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that

at issuance, the April 2024 Warrants should be classified as a warrant liability.

During the three-month period ended September

30, 2025, all of the outstanding April 2024 Warrants were exercised.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

change in the April 2024 Warrant liability is presented below:

For the Three Months Ended September 30, 2025

Fair value as of December 31, 2025

April 2024 Warrants

As previously disclosed, 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”) $ 8,000 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 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 Company accounted for the April 2024 Warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that at issuance, the April 2024 Warrants should be classified as a warrant liability.

During the three-month period ended September 30, 2025, all of the outstanding April 2024 Warrants were exercised.

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

For the Six Months

Ended December 31, 2025

Fair value as of June 30, 2025

1 unchanged sentence

Exercise of warrants

Fair value as of September 30, 2025

Company recorded a non-cash loss of $ 1,318 in change in fair value of warrant liabilities in the condensed consolidated statement

of operations during the three-month period ended September 30, 2025, representing the change in fair value of the April 2024

Warrants through the respective exercise dates.

2024 Warrants

previously disclosed, on November 13, 2024, the Company closed a non-brokered private placement of 2,199,602 units of the Company

(the “November 2024 Units”).

Each November 2024 Unit consisted of one Common Share, one Warrant (a “Series A

Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a “Series B

Private Warrant” and, together with the Series A Private Warrants, the “November 2024 Private Warrants”), with

each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share.

The Series A Private Warrants

have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026.

Fair value as of December 31, 2025

The Company recorded a non-cash loss of $ 1,318 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the three-month period ended September 30, 2025, representing the change in fair value of the April 2024 Warrants through the respective exercise dates.

November 2024 Warrants

As previously disclosed, on November 13, 2024, the Company closed a non-brokered private placement of 2,199,602 units of the Company (the “November 2024 Units”).

Each November 2024 Unit consisted of one Common Share, one Warrant (a “Series A Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a “Series B Private Warrant” and, together with the Series A Private Warrants, the “November 2024 Private Warrants”), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share.

The Series A Private Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026.

The Series B Private Warrants have an exercise price of $2.07 per underlying Common Share and will expire on November 13, 2029.

Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November 2024 Private

Warrants met the definition of a derivative liability.

Company classifies the November 2024 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our

pricing model are based on observable data points.

The following observable data points were used in calculating the fair value

of the November 2024 Private Warrants using a Black-Scholes pricing model:

Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November 2024 Private Warrants met the definition of a derivative liability.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

The Company classifies the November 2024 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points.

The following observable data points were used in calculating the fair value of the November 2024 Private Warrants using a Black-Scholes pricing model:

Series A Private Warrants

Series B Private Warrants

Key Valuation Input

September 30,

Closing Common Share price

2 unchanged sentences

Expected warrant life in years

change in the fair value of the November 2024 Private Warrants is shown below:

For the Three

September 30, 2025

The change in the fair value of the November 2024 Private Warrants is shown below:

For the Six Months

Ended December 31, 2025

Fair value as of June 30, 2025

2 unchanged sentences

Change in fair value

Fair value as of September 30, 2025

Company recorded a non-cash loss of $ 885 in change in fair value of warrant liabilities in the condensed consolidated statement

of operations during the quarter ended September 30, 2025, representing the change in fair value of the November 2024 Series A

Private Warrants and Series B Private Warrants through the respective exercise dates.

Fair value as of December 31, 2025

The Company recorded a non-cash loss of $ 1,680 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the six-month period ended December 31, 2025, representing the change in fair value of the November 2024 Series A Private Warrants and Series B Private Warrants through the respective exercise dates.

d) Shareholder Rights Plan

On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the “Rights Plan”).

One right (a “Right”) was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each subsequently issued Common Share until the expiration of the Rights Plan.

The Rights generally become exercisable only if a person or group acquires or announces the current intention of commencing a take-over bid to acquire beneficial ownership of 20 % or more of the Company’s outstanding Common Shares 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 Rights Plan expires on May 21, 2026 , or earlier as provided by the terms of the agreements governing the Rights Plan.

Adoption of the Rights Plan did not have an impact on the Company’s consolidated financial statements for the period ended December 31, 2025.

As of December 31, 2025, the Company has access to up to $ 41,303 in net proceeds from Yorkville Equity Facility Financing Agreement through April 1, 2026 .

The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the three- and six-month periods presented below:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

of September 30, 2025, the Company has access to up to $ 46,917 in net proceeds from the Yorkville Equity Facility Financing Agreement,

through April 1, 2026.

No Common Shares were issued under the Yorkville Equity Facility Financing Agreement during the three-month

period ended September 30, 2025.

Schedule of exploration expenditures

For the Three Months

Ended September 30,

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Common Shares issued

Gross funds received

Market value of Common Shares issued

Loss on issuance

Exploration Expenditures

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Technical studies and engineering

2 unchanged sentences

Geologists and field staff

August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International,

an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S.

reimbursements recognized

Net exploration expense

On August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S.

Department of Defense (“DoD”).

Subject to the terms and conditions of the DoD 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.

These milestones include, among

other matters, the completion of new drilling operations at the Elk Creek Project to support the conversion of a portion of the

current indicated mineral resources into measured mineral resources and the subsequent conversion of a portion of the current probable mineral

reserves into proven mineral reserves, the production of samples of scandium metal and scandium-aluminum master alloys, and the

completion of a new feasibility study for the Elk Creek Project.

Reductions to exploration expenditures for reimbursement

under the DoD Agreement will be recognized based on management’s assessment regarding the achievement of milestones set

forth in the DoD Agreement.

As of September 30, 2025, no individual milestones had been met.

Company incurred lease costs as follows:

For the Three Months

Ended September 30,

The DoD Agreement commenced upon full execution and has an initial term through December 30, 2028, with an option to extend the term for an additional five-year period through December 30, 2033.

Subject to the terms and conditions of the DoD 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.

These milestones include, among other matters, the completion of new drilling operations at the Elk Creek Project to support the conversion of a portion of the current indicated mineral resources into measured mineral resources and the subsequent conversion of a portion of the current probable mineral reserves into proven mineral reserves, the production of samples of scandium metal and Al-Sc master alloys, and the completion of a new feasibility study for the Elk Creek Project.

Reductions to exploration expenditures for reimbursement under the DoD Agreement will be recognized based on management’s assessment regarding the achievement of milestones set forth in the DoD Agreement.

As of December 31, 2025 , the Company had received reimbursements totaling $ 6,854 , of which $ 84 was recognized as a reduction of exploration expenditures, with the remaining $ 6,770 recorded as deferred reimbursements in current liabilities.

The Company incurred lease costs as follows:

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Operating Lease Cost:

4 unchanged sentences

Lease cost – other operating expense:

maturities of lease liabilities are as follows as of September 30, 2025:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

The maturities of lease liabilities are as follows as of December 31, 2025:

Future Lease Maturities

4 unchanged sentences

Non-current lease liability

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

dollars, except share and per share data or as otherwise stated) (unaudited)

Value Measurements

following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as

of September 30, 2025, and June 30, 2025, respectively, and indicate the fair value hierarchy of the valuation techniques the

Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted)

in active markets for identical instruments.

Fair values determined by Level 2 inputs utilize data points that are observable,

such as quoted prices, interest rates, and yield curves.

Fair values determined by Level 3 inputs are unobservable data points

for the financial instrument and include situations where there is little, if any, market activity for the instrument.

Schedule of fair values determined by level 3 inputs are unobservable data

As of September 30, 2025

Effective October 1, 2025, the Company executed an amendment to its existing operating lease for office space at the Company's principal executive offices in Centennial, Colorado, which extended the lease term by an additional 27 months.

In accordance with ASC 842, the amendment was accounted for as a modification of the existing lease, resulting in a remeasurement of the lease liability and a corresponding adjustment to the right-of-use asset.

The modification increased both the right-of-use asset and the lease liability by approximately $ 345 .

The impact of this modification is not material to the Company’s financial statements.

Fair Value Measurements

The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025, and June 30, 2025, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments.

Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, and yield curves.

Fair values determined by Level 3 inputs are unobservable data points for the financial instrument and include situations where there is little, if any, market activity for the instrument.

As of December 31, 2025

Cash and cash equivalents

7 unchanged sentences

Warrant liabilities

Company has one reportable segment:

the United States.

The United States segment conducts exploration, development,

and care and maintenance activities at the Elk Creek Project.

This segment holds substantially all of the Company’s non-current

assets and does not presently report any revenues from operations.

Through this segment, the Company seeks to position the Elk

Creek Project as a development opportunity in the strategic minerals sector.

The Company’s chief operating decision maker

is the Chief Executive Officer (“CODM”).

information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level.

The CODM assesses

performance for the single operating segment and decides how to better allocate resources based on total operating expenses, net

loss, changes in cash and cash equivalents, and cash and cash-equivalent balances that are reported on the Condensed Consolidated

Statement of Operations and Condensed Consolidated Statement of Cash Flows.

The CODM’s objective in making resource allocation

decisions is to optimize the Company’s ability to develop and operate the Elk Creek Project.

In addition, the CODM reviews

the segment’s assets based on total assets reported on the Condensed Consolidated Balance Sheet, and the accounting policies

of our single operating segment are the same as those described in the Summary of Significant Accounting Policies in our Annual

Report on Form 10-K for the fiscal year ended June 30, 2025.

For additional reportable single operating segment level financial

information, see the Condensed Consolidated Financial Statements.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

September 30, 2025

(expressed in thousands

December 31, 2025

(expressed in thousands of U.S.

dollars, except share and per share data or as otherwise stated) (unaudited)

October 2025 Offering

October 15, 2025, the Company issued and sold (a) 10,152,175 Common shares at an offering price of $ 9.34 per Common Share and

(b) 5,925,000 pre-funded Warrants (the “October Pre-Funded Warrants”) to purchase up to an additional 5,925,000 Common

Shares at an offering price of $ 9.3399 per October Pre-Funded Warrant in a registered offering (the “October 2025 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 October 13, 2025.

On October 17, 2025, the Company issued 5,924,942 Common Shares in connection

with the cashless exercise of all of the outstanding October Pre-Funded Warrants.

The Company received net proceeds from the October

2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 139,147 .

Common Share Issuances

the period from October 1, 2025 through November 13, 2025, the Company issued

2,546,457 Common Shares through the exercise of Warrants and Options by their holders and received cash totaling approximately

Real Estate Purchase and Transfer Agreement

On November 7, 2025, ECRC completed the acquisition of a 40-acre parcel of land and associated mineral rights (the “November

Property”) located within the one-square-mile section that comprises the Elk Creek Project area.

The acquisition was

completed in exchange for (i) the transfer of surface rights to a separate 40-acre tract constituting a portion of the September

Properties, which lies outside the Elk Creek Project section, (ii) cash consideration of $ 500 , and (iii) the grant of a 2 %

net smelter return royalty on the November Property.

SEGMENT INFORMATION

The Company has one operating and reportable segment in the United States.

The United States segment includes the exploration, development, and site management of the Elk Creek Project, as well as early-stage scandium technology and commercialization initiatives held through wholly owned subsidiaries.

The segment holds substantially all of the Company’s assets and does not presently generate revenues from operations.

Through this segment, the Company seeks to position the Elk Creek Project as a development opportunity in the strategic minerals sector.

The Company’s chief operating decision maker is the Chief Executive Officer (“CODM”).

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level.

The CODM assesses performance for the single operating segment and decides how to better allocate resources based on total operating expenses, net loss, changes in cash and cash equivalents, and cash and cash-equivalent balances that are reported on the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows.

The CODM’s objective in making resource allocation decisions is to optimize the Company’s ability to develop and operate the Elk Creek Project.

In addition, the CODM reviews the segment’s assets based on total assets reported on the Condensed Consolidated Balance Sheet, and the accounting policies of our single operating segment are the same as those described in the Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 .

For additional reportable single operating segment level financial information, see the Condensed Consolidated Financial Statements.

SUBSEQUENT EVENTS

Other Common Share Issuances

During the period from January 1, 2026 through February 6, 2026, the Company issued 4,527,662 Common Shares through advances under the Yorkville Equity Facility Agreement and received cash totaling approximately $ 31,146 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements