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Item 1. Financial Statements

2026-05-14 compared with 2026-02-06 · 195 added, 150 removed, 386 unchanged (47% of the section changed)

FINANCIAL STATEMENTS

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)

Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025 (unaudited)

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the three and nine months ended March 31, 2026 and 2025 (unaudited)

Notes to condensed consolidated financial statements (unaudited)

4 unchanged sentences

Cash and cash equivalents

Prepaid expenses and other

Restricted cash

Other current assets

Total current assets

Investment in equity securities

Deferred financing costs

Right-of-use assets

Land and buildings, net

Property and equipment, net

Mineral properties

2 unchanged sentences

Deferred reimbursements

Warrant liabilities, at fair value

Operating lease liability

8 unchanged sentences

Common stock - no par value, unlimited shares authorized;

120,774,400 and

58,491,196 shares outstanding, respectively

145,327,493 and 58,491,196 shares issued and outstanding, respectively

Accumulated deficit

4 unchanged sentences

NioCorp Developments Ltd.

Condensed Consolidated Statem ents of Operations and Comprehensive Loss

Condensed Consolidated Statem ents of Operations and Comprehensive Income (Loss)

(expressed in thousands of U.S.

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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Operating expenses

8 unchanged sentences

Interest expense

Foreign exchange (gain) loss

Foreign exchange loss (gain)

Interest income

Loss before income taxes

(Gain) loss on equity securities

Income (loss) before income taxes

Income tax benefit

Net loss and comprehensive loss

Net income (loss) and comprehensive income (loss)

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

Net income (loss) and comprehensive income (loss) attributable to the Company

Income (loss) per common share, basic

Income (loss) per common share, diluted

Weighted average common shares outstanding, basic

Weighted average common shares outstanding, diluted

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

3 unchanged sentences

dollars) (unaudited)

For the Six Months Ended December 31,

For the Nine Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

8 unchanged sentences

Loss on equity facility issuances

Depreciation and amortization

Unrealized loss (gain) on equity securities

Non-cash lease activity

1 unchanged sentence

Deferred reimbursements

Prepaid expenses

Other current assets

Accounts payable and accrued liabilities

2 unchanged sentences

Assets acquired in business combination

Acquisition of mineral rights

Acquisition of land and buildings

Capitalized expenditures

Net cash used in investing activities

4 unchanged sentences

Related party debt repayment

Deferred financing costs

Share issue costs

Net cash provided by financing activities

Change in cash and cash equivalents during the period

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Change in cash, cash equivalents, and restricted cash during the period

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

Supplemental cash flow information:

8 unchanged sentences

dollars, except for share data) (unaudited)

For the Three Months Ended December 31, 2025 and 2024

For the Three Months Ended March 31, 2026 and 2025

Common Shares Outstanding

2 unchanged sentences

Redeemable Noncontrolling Interest

Balance, September 30, 2024

Balance, December 31, 2024

Equity placements

Equity facility draws

Class B share conversions

Warrant exercises

Option exercises

Share-based compensation

1 unchanged sentence

Loss for the period

Balance, March 31, 2025

Balance, December 31, 2025

Balance, September 30, 2025

Equity placements

1 unchanged sentence

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

Income (loss) for the period

Balance, March 31, 2026

For the Nine Months Ended March 31, 2026 and 2025

Common Shares Outstanding

5 unchanged sentences

Equity facility draws

Warrant exercises

Option exercises

Issuance of warrants

4 unchanged sentences

Loss for the period

Balance, December 31, 2024

Balance, March 31, 2025

Balance, June 30, 2025

8 unchanged sentences

Loss for the period

Balance, December 31, 2025

Balance, March 31, 2026

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

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

March 31, 2026

(expressed in thousands of U.S.

5 unchanged sentences

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 .

As of March 31, 2026, the Company had cash and cash equivalents of $ 419,196 and working capital of $ 409,874 .

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.

6 unchanged sentences

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

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.

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, except that in connection with the acquisition described in Note 3, the Company established accounting policies for goodwill and acquired intangible assets, and in connection with the early adoption of ASU 2025-10, the Company established an accounting policy for government grants;

each of which are described further in the applicable notes to these condensed consolidated financial statements.

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 March 31, 2026, 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.

2 unchanged sentences

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

As of March 31, 2026, total cash, cash equivalents, and restricted cash was $ 421,261 , consisting of cash and cash equivalents of $ 419,196 and restricted cash of $ 2,065 .

As of June 30, 2025, there was no restricted cash, and the total of $ 25,554 consisted entirely of cash and cash equivalents.

Restricted cash consists of funds held in escrow pursuant to an agreement with Johnson County, Nebraska for road improvements adjacent to the Elk Creek Project site.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

b) Recent Accounting Standards

6 unchanged sentences

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

December 31, 2025

(expressed in thousands of U.S.

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

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

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.

17 unchanged sentences

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

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,

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

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Net income (loss)

Net (loss) attributable to noncontrolling interest

Net loss available to participating securities

Net income (loss) available to participating securities

Net (loss) attributable to vested shares of

ECRC Class B common stock

Net loss attributed to common shareholders - basic and diluted

Weighted average shares outstanding – basic and diluted

Loss per Common Share outstanding – basic and diluted

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

December 31, 2025

(expressed in thousands of U.S.

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

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,

Net income (loss) attributed to common shareholders -

basic and diluted

Weighted average shares outstanding – basic

Weighted average shares outstanding – diluted

Income (loss) per Common Share outstanding – basic

Income (loss) per Common Share outstanding – diluted

The following common shares, no par value, of the Company ("Common Shares") underlying options to purchase Common Shares ("Options") and Common Share purchase warrants ("Warrants") were excluded from the dilutive securities computation as their effect would be antidilutive.

For the three months ended March 31, 2026, Options and Warrants determined to be dilutive under the treasury stock method are excluded from this table and are reflected in diluted weighted average shares outstanding:

For the Three Months Ended March 31,

For the Nine Months

Ended March 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.

Total potentially dilutive securities

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

For the three months ended March 31, 2026, amounts reflect only those securities excluded as antidilutive.

In-the-money securities have been evaluated under the treasury stock method and are included in diluted weighted average shares outstanding.

(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:

(3) Includes 15,666,526 NioCorp Assumed Warrants (as defined in Note 7c below) (March 31, 2025 :

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

The remaining Warrants are each exercisable into one Common Share.

(4) For the three months ended March 31, 2026, 4,070,000 Options and 3,435,141 Warrants were determined to be dilutive under the treasury stock method and are included in the calculation of diluted weighted average Common Shares outstanding.

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.

3 unchanged sentences

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

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

Accounts receivable and prepaids

10 unchanged sentences

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

December 31, 2025

(expressed in thousands of U.S.

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

The Company has recognized $ 195 of amortization expense through March 31, 2026, and expects to recognize amortization expense of approximately $ 150 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.

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.

PROPERTY AND EQUIPMENT, NET

Construction in progress

Fixed assets and vehicles

Total property and equipment, gross

Accumulated depreciation

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.

Property and equipment, net

Land and Mineral Properties

In connection with the development of the Elk Creek Project, Elk Creek Resources Corp.

(“ECRC”), an indirect majority-owned subsidiary of the Company, acquired additional land and associated mineral rights in Johnson County, Nebraska, as described 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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

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.

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

September Property Purchases

1 unchanged sentence

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.

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

November Property Purchase

2 unchanged sentences

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.

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

Construction in Progress

Construction in progress consists of costs incurred for the development of the mine portal and related infrastructure at the Elk Creek Project.

See Note 9 for a description of construction contracts entered into in connection with the portal development, including an advance payment to the primary contractor and aggregate commitments as of March 31, 2026.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 unchanged sentences

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

6 unchanged sentences

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:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the nine-month period ended March 31, 2026:

Fair value as of June 30, 2025

Change in fair value

Fair value as of December 31, 2025

Fair value as of March 31, 2026

Vested Shares

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

During the nine-month period ended March 31, 2026 , 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.

As of March 31, 2026 , 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.

As of March 31, 2026 , cumulative losses attributable to the noncontrolling interest exceeded its carrying amount, resulting in a deficit noncontrolling interest balance.

COMMON SHARES

5 unchanged sentences

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

December 31, 2025

(expressed in thousands of U.S.

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

statement on Form S-3 (Registration No.

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

3 unchanged sentences

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.

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

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 .

On February 25, 2026, the Company issued and sold (a) 17,400,000 Common Shares at an offering price of $ 5.00 per Common Share and (b) 2,600,000 pre-funded Warrants (the “February Pre-Funded Warrants”) to purchase up to an additional 2,600,000 Common Shares at an offering price of $ 4.9999 per February Pre-Funded Warrant in a registered offering (the “February 2026 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, d ated February 24, 2026.

On February 25, 2026 and March 4, 2026, the Company issued a total of 2,599,951 Common Shares in connection with the cashless exercise of all of the outstanding February Pre-Funded Warrants.

The Company received net proceeds from the February 2026 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 93,406 .

b) Stock Options

1 unchanged sentence

Cancelled/expired

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.

Balance, March 31, 2026

During the nine-month period ended March 31, 2026 , 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 model.

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.

1 unchanged sentence

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.

For the nine-month period ended March 31, 2026, the Company recognized $ 3,911 o f stock-based compensation expense in the condensed consolidated statement of operations related to these Option grants and associated amortization.

Balance, June 30, 2025

Balance, December 31, 2025

Balance, March 31, 2026

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

March 31, 2026

(expressed in thousands of U.S.

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

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

As of March 31, 2026, the Company had outstanding exercisable Warrants, as follows:

November 5, 2026

4 unchanged sentences

November 13, 2029

Includes 13,447,105 and 2,219,421 2023 Public Warrants and 2023 Private Warrants, respectively, as defined below.

Each 2023 Public Warrant and 2023 Private Warrant is exercisable into 1.11829212 Common Shares.

2023 Private Warrants

15 unchanged sentences

Expected warrant life in years

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

March 31, 2026

(expressed in thousands of U.S.

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

As provided for in the NioCorp Assumed Warrant Agreement, during the nine-month period ended March 31, 2026 , a total of 2,281,881 2023 Private Warrants were exchanged for 2023 Public Warrants.

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

For the Six Months

Ended December 31, 2025

For the Nine Months

Ended March 31, 2026

Fair value as of June 30, 2025

2 unchanged sentences

Change in fair value

Fair value as of December 31, 2025

Fair value as of March 31, 2026

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.

As previously disclosed, on April 12, 2024, the Company issued and sold to YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, LP ("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.

2 unchanged sentences

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

For the Six Months

Ended December 31, 2025

For the Nine Months

Ended March 31, 2026

Fair value as of June 30, 2025

1 unchanged sentence

Exercise of warrants

Fair value as of December 31, 2025

Fair value as of March 31, 2026

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.

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

March 31, 2026

(expressed in thousands of U.S.

9 unchanged sentences

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

For the Six Months

Ended December 31, 2025

For the Nine Months

Ended March 31, 2026

Fair value as of June 30, 2025

2 unchanged sentences

Change in fair value

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.

Fair value as of March 31, 2026

The Company recorded a non-cash loss of $ 1,702 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the nine-month period ended March 31, 2026, 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.

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 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.

1 unchanged sentence

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:

Subsequent to the period end, on April 6, 2026, following approval by the Company's shareholders at the Company's annual general meeting, the Company and the Rights Agent entered into an Amended and Restated Shareholder Rights Plan Agreement (the "Amended Rights Plan Agreement"), which amended and restated the Original Rights Plan Agreement in its entirety.

Under the Original Rights Plan Agreement, the Rights Plan would have expired on May 21, 2026 .

Under the Amended Rights Plan Agreement, the Rights Plan now expires at 5:00 p.m.

(Toronto time) on the date of the Company's annual general meeting of shareholders to be held in 2027, or earlier upon the redemption of the Rights or, provided that a triggering event has not occurred, at such earlier date or time as the Board of Directors may determine in its sole discretion.

Neither the adoption of the Original Rights Plan Agreement nor the subsequent entry into the Amended Rights Plan Agreement had an impact on the Company's consolidated financial statements for the period ended March 31, 2026.

The Company issued the following Common Shares under the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”) between the Company and Yorkville during the three- and nine-month periods presented below:

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

December 31, 2025

March 31, 2026

(expressed in thousands of U.S.

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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Common Shares issued

2 unchanged sentences

Loss on issuance

The Yorkville Equity Facility Financing Agreement expired on April 1, 2026 .

Exploration Expenditures

For the Three Months Ended December 31,

For the Six Months Ended December 31,

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Technical studies and engineering

10 unchanged sentences

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.

Since inception of the DoD Agreement, the Company recognized a total of $ 687 as a reduction to exploration expenditures, and the Company recognized $ 603 in the three-month period ended March 31, 2026.

As of March 31, 2026, the Company’s deferred reimbursements balance is $ 6,168 .

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

In connection with the development of the mine portal and related infrastructure at the Elk Creek Project, ECRC has entered into the following construction and engineering contracts as of March 31, 2026:

In February 2026, ECRC entered into a unit-rate construction contract for portal development and earthworks with a not-to-exceed amount of approximately $ 19,472 , with payments made only as work is completed.

ECRC advanced $ 2,921 at contract inception, which will be applied as a credit against monthly invoices on a ratable basis over the life of the contract.

As of March 31, 2026, $ 2,826 of the advance remains unapplied and is included in other assets on the consolidated balance sheet.

Also in connection with the portal development, ECRC entered into contracts for detailed engineering, slope stabilization and erosion control, project management and site supervision, and supply of steel arch structures for the mine portal.

In aggregate, these contracts represent total commitments of approximately $ 13,389 .

As of March 31, 2026, $ 549 of work had been performed under the se agreements.

The Company incurred lease costs as follows:

For the Three Months Ended December 31,

For the Six Months Ended December 31,

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Operating Lease Cost:

4 unchanged sentences

Lease cost – other operating expense:

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:

The maturities of lease liabilities are as follows as of March 31, 2026:

Future Lease Maturities

9 unchanged sentences

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.

The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026, 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 2 inputs utilize data points that

NioCorp Developments Ltd.

Notes to the Condensed Consolidated Financial Statements

March 31, 2026

(expressed in thousands of U.S.

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

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

As of March 31, 2026

Cash and cash equivalents

7 unchanged sentences

Warrant liabilities

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)

SEGMENT INFORMATION

9 unchanged sentences

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