What changed in this filing

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Item 4. Controls and Procedures

2026-02-06 compared with 2025-11-13 · 49 added, 94 removed, 3 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

management of NioCorp Developments Ltd.

has evaluated, under the supervision of and with the participation of the Chief Executive

Officer (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025.

Based on that evaluation,

the CEO and the CFO have concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due

to the material weaknesses in internal control over financial reporting described below.

Notwithstanding

the material weaknesses in our internal control over financial reporting, our CEO and CFO have concluded that the interim condensed

consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our

financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Weaknesses in Internal Control over Financial Reporting Existing as of September 30, 2025

management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal control over financial

reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company.

Management assessed the effectiveness

of our internal control over financial reporting as of September 30, 2025.

In making this assessment, our management used the

criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the CFO have concluded that,

as of September 30, 2025, our internal control over financial reporting was not effective due to the material weaknesses in internal

control over financial reporting described below.

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 our annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June

30, 2025, continued to exist as of September 30, 2025.

Specifically, management identified deficiencies in the principles associated

with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the

criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.

Environment :

The Company does not have sufficient personnel with the appropriate

levels of knowledge, experience, and training in accounting and internal control over

financial reporting commensurate with the complexity of the Company’s financing

transactions and associated reporting requirements.

This material weakness contributed

to additional material weaknesses further described below.

The Company does not have a formal process to identify, update, and assess

financial reporting risks due to changes in the Company’s business practices, including

entering into increasingly complex transactions that could significantly impact the design

and operation of the Company’s control activities.

Disclosure Controls and Procedures

The management of NioCorp Developments Ltd.

has evaluated, under the supervision of and with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.

Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and CFO have concluded that the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

Material Weaknesses in Internal Control over Financial Reporting Existing as of December 31, 2025

The management of NioCorp Developments Ltd.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”).

Based on that evaluation, the CEO and the

CFO have concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses

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 our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, continued to exist as of December 31, 2025.

Specifically, management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.

• Control Environment :

The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s financing transactions and associated reporting requirements.

This material weakness contributed to additional material weaknesses further described below.

• Risk Assessment :

The Company does not have a formal process to identify, update, and assess financial reporting risks due to changes in the Company’s business practices, including entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s control activities.

• Control Activities :

Management did not maintain effective controls over:

and assessing the work of third-party specialists, including the evaluation of the appropriateness

of accounting conclusions,

evaluation of certain inputs and assumptions used to estimate the fair value of instruments

and features associated with complex debt and equity transactions, and

design and implementation of effective process-level control activities related to vendor

banking information.

o monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness of accounting conclusions,

o the evaluation of certain inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions, and

o the design and implementation of effective process-level control activities related to vendor banking information.

• Monitoring Activities :

Management did not appropriately:

develop, and perform ongoing evaluation to ascertain whether the components of internal

controls are present and functioning, and

and communicate internal control deficiencies in a timely manner to those parties responsible

for taking corrective action.

previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated

financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s

condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March

31, 2022, September 30, 2022, and December 31, 2022.

Additionally, these material weaknesses could result in a misstatement of

the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial

statements that would not be prevented or timely detected.

Plan for the Material Weaknesses

address our material weaknesses existing as of September 30, 2025, we have implemented a detailed plan to address each individual

material weakness identified, including the following:

have and will continue to engage outside accounting and internal control consultants

with subject matter expertise to supplement our level of knowledge, experience, and training

in accounting and internal control over financial reporting.

have developed a formal risk assessment process requiring periodic review and updates

of current risks and internal controls, as well as a focus on potential future events

that could result in additional risks and/or internal control lapses.

This process is

expected to enable us to effectively identify, develop, evolve, and implement controls

and procedures to address risks, and results of this risk assessment process will be

reviewed with the Audit Committee on a periodic basis.

have hired additional personnel to assist with the monitoring and review of internal

control functions.

have developed an initial training plan to provide incremental training to accounting

and finance personnel responsible for overall technical accounting and valuation-related

transactions.

is developing a monitoring program to periodically evaluate and assess whether those

responsible for controls are conducting their activities in accordance with their design,

such that there is contemporaneous evidence that the components of internal control are

present and functioning and will communicate internal control deficiencies in a timely

manner to those parties responsible for taking corrective action.

process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires

management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate

the material weaknesses or modify the remediation actions described above.

we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered

remediated until management completes the design and implementation of the actions described above and the controls operate for

a sufficient period of time, and management has concluded, through testing, that these controls are effective.

in Internal Control over Financial Reporting

than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended September

30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

— OTHER INFORMATION

o select, develop, and perform ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and

o evaluate and communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action.

As previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and December 31, 2022.

Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.

Remediation Plan for the Material Weaknesses

To address our material weaknesses existing as of December 31, 2025, we have implemented and continue to develop a remediation plan to address each individual material weakness identified.

While these remediation efforts are ongoing and the material weaknesses continue to exist, management has taken measured steps to strengthen the Company’s internal control environment.

These actions include the following:

• We have engaged, and will continue to engage, outside accounting and internal control consultants with relevant expertise to supplement internal resources.

• We have developed a formal risk assessment process requiring periodic review and updates of current risks, internal controls, and financial reporting risks, and the results of this process are reviewed with management and periodically communicated to the Audit Committee.

• We have hired additional personnel to support accounting, finance, and internal control oversight functions.

• We have initiated the implementation of certain systems and tools intended to enhance financial reporting processes and internal controls, including enterprise accounting and financial reporting software and an initial training plan to provide incremental training to accounting and finance personnel.

These initiatives are in the early stages of implementation and related controls have not yet operated for a sufficient period of time to conclude on their effectiveness.

• Management has advanced the development of a monitoring program to support the evaluation of whether controls are designed and, as implemented, are operating as intended such that there is contemporaneous evidence that the components of internal control are present and functioning and to communicate internal control deficiencies in a timely manner to those responsible for remediation.

The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources.

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.

While we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.

Changes in Internal Control over Financial Reporting

Other than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

LEGAL PROCEEDINGS

We know of no material, active, or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.

There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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 4. Controls and Procedures