What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2026-02-06 · 100 added, 112 removed, 253 unchanged (46% of the section changed)

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NioCorp’s plans to produce and supply specific products and market demand for those products;

NioCorp’s ability to access the full amount of the expected net proceeds of the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”) between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”);

NioCorp’s expectation that it will receive the full $10.0 million in reimbursement under the DoD Agreement (as defined below);

the intended use of our cash balance as of December 31, 2025 as well as the proceeds from the October 2025 Offering (as defined below), the proceeds from the exercise of Common Share purchase warrants (“Warrants”) and the reimbursement payments pursuant to the DoD Agreement;

the expected results of the 2025 Drilling Program (as defined below) at the Elk Creek Project;

NioCorp’s expectation that it will receive the full $10.0 million in reimbursement under the 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;

the intended use of our cash balance as of March 31, 2026, the proceeds from the exercise of Common Share purchase warrants (“Warrants”) and the reimbursement payments pursuant to the DoD Agreement;

the expected results of the previously announced drilling program at the Elk Creek Project (the "2025 Drilling Program");

the expectation that the results of the 2025 Drilling Program will be used to update the feasibility study for the Elk Creek Project;

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the Elk Creek Project’s projected ore production and mining operations over its expected mine life;

the completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite;

the completion of technical and economic analyses on the potential addition of rare earth oxides to NioCorp’s planned product suite;

statements with respect to the estimation of mineral resources and mineral reserves;

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and the creation of full-time and contract construction jobs over the construction period of the Elk Creek Project.

“may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions, or results “will,” “may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,

assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to:

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NioCorp’s ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all;

NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability to continue to meet Nasdaq listing standards;

risks relating to the common shares, no par value, of the Company (“Common Shares”), including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing;

the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness, if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all;

the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness, if any, or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all;

covenants contained in agreements with NioCorp’s secured creditors that may affect its assets;

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the possibility that NioCorp may qualify as a “passive foreign investment company (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”);

the potential that the 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S.

the potential that the 2023 business combination with GX Acquisition Corp.

II could result in NioCorp becoming subject to materially adverse U.S.

federal income tax consequences as a result of the application of Section 7874 and related sections of the Code;

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The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this Quarterly Report on Form 10-Q.

The Company does not assume

any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law.

The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law.

For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.

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Company Overview

NioCorp is developing the Elk Creek Project, located in southeast Nebraska.

NioCorp is developing the Elk Creek Project, located in southeastern Nebraska.

The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources.

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Recent Corporate Events

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 $139.1 million.

The Company intends to use the net proceeds from the October 2025 Offering for working capital and general corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operation.

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 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, dated 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.

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.

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 Board adopted the Rights Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a "creeping take-over bid").

In respect of such transactions, the Rights Plan is intended to, among other things:

• encourage potential bidders to treat the Company's shareholders fairly and equally and preserve control premiums and value for shareholders;

• provide the Board and shareholders adequate time to appropriately respond on an informed basis.

The Rights Plan was not adopted in response to any specific take-over proposal.

The Plan expires on May 21, 2026, or earlier as provided by the terms of the agreement governing the Rights Plan.

On December 4, 2025, the Company, through its newly-formed subsidiary, NioCorp Advanced Metals and Alloys, LLC, completed the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC for $8.4 million in cash.

The acquired assets include equipment and proprietary technology used to produce Al-Sc master alloy through an innovative process that converts scandium oxide directly into Al-Sc master alloy, eliminating the need to first manufacture scandium metal.

This technology is expected to meaningfully reduce processing complexity and cost relative to traditional methods.

The acquisition strengthens the Company’s downstream commercialization strategy by potentially enabling the future production of Al-Sc master alloy in the United States, subject to completion and financing of the Elk Creek Project.

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.

Elk Creek Project Update

On 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, pursuant to the terms of an Option to Purchase dated December 4, 2009, as amended (the “2009 Option Agreement”), and an Option to Purchase dated December 4, 2014, as amended (together with the 2009 Option Agreement, the “August Option Agreements”).

Pursuant to the terms of the August Option Agreements, ECRC acquired all surface rights with respect to an approximately 80-acre parcel and both surface and associated mineral rights with respect two additional parcels totaling approximately 1.66 acres.

The aggregate purchase price was approximately $2.7 million, including indirect costs of $35.

On September 8, 2025, the Company announced the successful completion of its previously announced drilling program at the Elk Creek Project (the “2025 Drilling Program”).

The 2025 Drilling Program was divided into two phases.

Phase I of the 2025 Drilling Program comprised 11 HQ diamond drill holes totaling approximately 7,339 meters and Phase II of the 2025 Drilling Program comprised four HQ diamond drill holes totaling approximately 2,235 meters.

Two additional geomechanical drill holes totaling approximately 1,950 meters were also completed as part of an accelerated effort to support the underground mine design related to access ramp development.

Assays of the drill holes completed during the 2025 Drilling Program are underway at external laboratories.

The 2025 Drilling Program and associated technical work was designed to support the conversion of a portion of the Elk Creek Project's Indicated Mineral Resources into Measured Mineral Resources and the subsequent conversion of a portion of its Probable Mineral Reserves into Proven Mineral Reserves and to help meet Mineral Resource and Mineral Reserve classification requirements associated with the ongoing review of the Company's application for up to $800 million in potential debt financing by EXIM, as further discussed under “—Liquidity and Capital Resources.”

On September 30, 2025, ECRC closed on its options to purchase two additional parcels of land in Johnson County, Nebraska (the “September Properties”), pursuant to the terms of the 2009 Option Agreement and an Amended and Restated Option to Purchase dated January 4, 2017, as amended (together with the 2009 Option Agreement, the “September Option Agreements”).

The September Properties consisted of approximately 325.77 acres of land.

Pursuant to the terms of the September Option Agreements, ECRC acquired all surface rights and associated mineral rights relating to the September Properties.

The aggregate purchase price was approximately $11.3 million, including indirect costs of $29.

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.

As a result of this transaction, the Company now holds full ownership of all surface rights within the one-square-mile section in which it plans to construct both the underground critical minerals mine and integrated surface processing facility associated with the Elk Creek Project.

On December 22, 2025, the Board approved the Company’s Mine Portal Project (the “Portal Project”), at the Elk Creek Project site.

The Portal Project will establish the main entrances to the Elk Creek Project underground mine, which will serve as the primary access points for personnel, equipment, and materials for the Company’s planned underground mining operations.

The Board-approved scope also includes excavating to bedrock, drilling and blasting to establish the twin mine ramps, on-site access

road construction, as well as on-site supporting infrastructure.

Work with respect to the Portal Project is expected to begin in the first quarter of calendar year 2026.

The current estimated capital cost for the project is approximately $44.6 million;

however, there can be no assurance that the actual capital cost of the Portal Project will not be materially greater than such estimate.

On February 26, 2026, the Company announced that construction of the main access to the underground portion (the "Portal Project") of the Company’s Elk Creek Critical Minerals Project (the “Elk Creek Project”) in southeastern Nebraska had begun.

The construction of the Elk Creek Project mine’s main entrance, known as a “portal,” will serve as the primary access point for personnel, equipment, and materials, as well as to deliver ore from the underground mine to the surface production plant.

The Company also filed a formal “Notice of Commencement” with the Mine Safety and Health Administration (MSHA) in conjunction with this effort.

The Portal Project has an overall budget of $44.6 million, and through March 31, 2026, the Company has incurred approximately $1.8 million in construction costs.

Other Activities

The Company continues to execute a work plan to further advance the development of the Elk Creek Project.

In addition to the expected updates to Mineral Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its new and more efficient production process which incorporates the potential addition of magnetic rare earth products and the planned production of titanium in the form of titanium tetrachloride.

In addition to the expected updates to Mineral Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its new and more efficient production process which incorporates the potential addition of rare earth products and the planned production of titanium in the form of titanium tetrachloride.

In addition, the Company is advancing engineering to modify the design of the mine to incorporate a twin ramp for access along with a Railveyor system for material movement instead of utilizing vertical mining shafts.

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• Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements;

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

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

• Negotiation and completion of engineering, procurement, and construction agreements;

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• Initiation of long-lead equipment procurement activities;

• Continuation of the Company’s efforts to secure additional federal, state, and local operating permits;

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

• Completion of the characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs;

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Operating expenses incurred primarily related to costs incurred for the advancement of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following table.

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

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Interest expense

Foreign exchange (gain) loss

Foreign exchange loss (gain)

Interest income

(Gain) loss on equity securities

Income tax benefit

Net (loss) attributable to redeemable noncontrolling interest

Net loss and comprehensive loss attributable to the Company

Net loss per common share, basic and diluted

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

Net income (loss) per common share, basic

Net income (loss) per common share, diluted

Adjusted net (loss)

Adjusted net (loss) per share

Three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024

Three-month period ended March 31, 2026 compared to the three-month period ended March 31, 2025

Significant items affecting operating expenses are noted below:

Employee-related expenditures increased for the three-month period in 2025 as compared to 2024 primarily due to the timing of grants of options to purchase Common Shares ("Options") issued to employees in 2025 and the hiring of additional corporate staffing.

Professional fees increased for the three-month period in 2025 as compared to 2024 primarily due to higher legal costs incurred in connection with the preparation of the Company’s SEC registration statements filed in October 2025.

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

Employee-related expenditures increased for the three-month period in 2026 as compared to 2025 primarily due to the timing of the amortization of costs associated with options to purchase Common Shares ("Options") issued to employees in 2026 and the hiring of additional corporate staffing.

Professional fees increased for the three-month period in 2026 as compared to 2025 primarily due to higher professional service costs incurred in support of the Company's corporate governance, regulatory compliance, and project advancement activities.

Exploration expenditures increased for the three-month period in 2026 as compared to 2025, primarily due to costs associated with the Company's efforts to update the Elk Creek Project feasibility study.

Other operating expenses include costs related to investor relations, general office expenses, shareholder services and proxy related activities, board-related expenditures, and other miscellaneous items.

These costs increased for the three-month period in 2025 as compared to 2024 primarily due the timing of Option grants issued to board members and advisors, as well as higher investor-facing service costs.

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

These costs increased for the three-month period in 2026 as compared to 2025 primarily due the timing of the amortization of costs associated with Option grants issued to board members and advisors, as well as higher investor-facing service costs.

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

Change in fair value of earnout shares liability represents the impact of changes in fair value related to shares of Class B common stock of ECRC, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the "Earnout Shares").

The decline in fair value

for the three-month period in 2025 as compared to 2024 primarily reflect the decrease in the Company’s Common Share price in the financial modeling used to determine the period end fair value.

The decline in fair value for the three-month period in 2026 as compared to 2025 primarily reflect the decrease in the Company’s Common Share price in the financial modeling used to determine the period end fair value.

Change in fair value of warrant liabilities represents the impact of changes in fair value of Warrants recorded as liabilities in the condensed consolidated balance sheet.

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Interest income represents earnings from the investment of excess cash balances in a commercial money market account.

The increase for the three-month period in 2025 as compared to 2024 is attributable to our higher cash balance resulting from our successful financing efforts during calendar year 2025.

The increase for the three-month period in 2026 as compared to 2025 is attributable to our higher cash balance resulting from our successful financing efforts subsequent to March 31, 2025.

Loss attributable to noncontrolling interest represents the portion of net loss in ECRC not owned by the Company.

The increase in loss for the three-month period in 2026 as compared to 2025 is related to the increased exploration expenditures, as noted above, incurred by ECRC.

Adjusted net loss increased for the three-month period in 2025, as compared to 2024, primarily due to the increase in exploration expenditures, as noted above, incurred by ECRC.

Adjusted net loss per share declined slightly due to the impact of additional Common Share issuances in 2025.

Six-month period ended December 31, 2025 compared to the six-month period ended December 31, 2024

Except as noted below, the discussion of significant variances for the three-month period also explains the majority of changes for the six-month period, including with respect to net loss and net loss per share for the six-month period ended December 31, 2025:

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

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

A djusted net loss and adjusted net loss per share both increased for the six-month period in 2025, as compared to 2024, primarily due to the increase in exploration expenditures, as noted above, incurred by ECRC.

Adjusted net loss increased slightly for the three-month period in 2026, as compared to 2025, primarily due to the increases in operating expenditures as noted above, partially offset by increased interest income.

Adjusted net loss per share declined due to the impact of additional Common Share issuances subsequent to March 31, 2025.

Nine-month period ended March 31, 2026 compared to the nine-month period ended March 31, 2025

Except as noted below, the discussion of significant variances for the three-month period also explains the majority of changes for the nine-month period, including with respect to net loss and net loss per share for the nine-month period ended March 31, 2026:

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

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

A djusted net loss increased for the nine-month period ended March 31, 2026, as compared to 2025, primarily due to the higher operating expenses as noted above, partially offset by an increase in interest income.

Adjusted net loss per share remained steady due to an increase in Common Shares outstanding since March 31, 2025.

Liquidity and Capital Resources

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With respect to currently outstanding Options and Warrants, we believe that exercise of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares equals or exceeds the related exercise price of each instrument.

As discussed above under “— Recent Corporate Events ”, the Company closed the October 2025 Offering with net proceeds of approximately $139.1 million, after deducting placement agency fees and other offering expenses payable by the Company.

In addition, during the three-month period ended December 31, 2025, the Company issued an aggregate of 3,957,822 Common Shares through the exercise of Warrants and Options by their holders and advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $14.6 million.

During the period from January 1, 2026 to February 6, 2026, the Company issued an aggregate of 4,527,662 Common Shares through advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $31.1 million.

The Company expects to use these net proceeds for working capital and general corporate purposes, including to advance efforts to launch construction of the Elk Creek Project and move it to commercial operation.

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

As discussed above under “— Recent Corporate Events ”, the Company closed the February 2026 Offering with net proceeds of approximately $93.4 million, after deducting placement agency fees and other offering expenses payable by the Company.

In addition, during the three-month period ended March 31, 2026, the Company issued an aggregate of 4,553,142 Common Shares through the exercise of Warrants and Options by their holders and advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $31.2 million.

The Company expects

to use these net proceeds for working capital and general corporate purposes, including to advance efforts to launch construction of the Elk Creek Project and move it to commercial operation.

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

We expect that the Company will operate at a loss for the foreseeable future.

The Company’s current planned cash outflows are approximately $65.0 million to $75.0 million for the next twelve months.

Our planned cash outflows over the next twelve months are expected to consist of expenditures relating to limited, incremental activities to advance certain aspects of the Elk Creek Project by ECRC, corporate overhead costs, and estimated costs related to securing financing necessary for advancement of the Elk Creek Project.

These planned cash outflows are expected to consist of expenditures relating to limited, incremental activities to advance certain aspects of the Elk Creek Project by ECRC, corporate overhead costs, and estimated costs related to securing financing necessary for advancement of the Elk Creek Project.

These planned expenditures include expenditures relating to the anticipated completion of an updated resource and reserve estimate and associated mine plan and an updated capital cost estimate in connection with the EXIM application process, infrastructure development, ongoing engineering and metallurgical test work, environmental and permitting activities, community and stakeholder engagement programs, corporate and administrative overhead, and advisory costs related to securing project financing.

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The Company also intends to evaluate strategies and potential investment opportunities that could reduce overall project costs, capital requirements, or execution risk.

The planned corporate overhead costs over the next twelve months are approximately $12.0 million, including Elk Creek property lease commitments, which are $54 through June 30, 2026, and the settlement of outstanding accounts payable as of December 31, 2025.

The planned corporate overhead costs over the next twelve months are approximately $11.6 million and the settlement of outstanding accounts payable as of March 31, 2026.

The estimated financing costs associated with the Elk Creek Project over the next twelve months include, but are not limited to, costs relating to the EXIM application process, the scope of which remains under discussion with EXIM.

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We are currently unable to estimate how long the application process may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing from EXIM.

We expect our cash balance as of December 31, 2025, as well as the proceeds from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement that occurred since December 31, 2025, and the reimbursement payments pursuant to the DoD Agreement, to be sufficient to fund our planned expenditures for the next twelve months.

We expect our cash balance as of March 31, 2026, as well as the proceeds from Warrant and Option Exercises, if any, and the reimbursement payments pursuant to the DoD Agreement, to be sufficient to fund our planned expenditures for the next twelve months.

However, additional work is required in order to advance the Elk Creek Project to construction, requiring additional financing.

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The actual amount of capital expenditure required to successfully achieve commercial production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility studies, permitting, engineering and the construction of infrastructure, mining and processing facilities.

In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence process, the Company would require additional funding to complete such activities.

In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence process, the Company would require additional funding to

complete such activities.

As noted above, the Company’s ability to continue operations, fund our current work plan, and construct and operate the Elk Creek Project is dependent on management’s ability to secure additional financing.

When available, the Yorkville Equity Facility Financing Agreement provides an opportunity for opportunistic share sales to help fund our current work plan.

However, the Yorkville Equity Facility Financing Agreement will expire by its terms on April 1, 2026.

Except for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at this time.

Except for the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at this time.

Management currently anticipates that it will fund the upfront capital expenditure amount for the Elk Creek Project through a combination of debt and equity financing, with approximately two-thirds of such amount being funded from the net proceeds of debt financing, including the amount of debt that would be represented by the EXIM Financing, if any.

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Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions have contributed to general global economic uncertainty.

During the three-month period ended December 31, 2025, these events continued to create uncertainty with respect to overall project funding and timelines.

During the three-month period ended March 31, 2026, these events continued to create uncertainty with respect to overall project funding and timelines.

The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives.

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Operating Activities

During the six months ended December 31, 2025, the Company’s operating activities consumed $7.6 million of cash (2024:

During the nine-month period ended March 31, 2026, the Company’s operating activities consumed $11.9 million of cash (2025:

$5.9 million).

The cash used in operating activities for the six months ended December 31, 2025, reflects the Company’s funding of losses of $44.7 million, primarily resulting from increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions.

Overall, operational outflows during the six months ended December 31, 2025, increased from the corresponding period of 2024 due to costs and expenditures incurred in connection with the 2025 Drilling Program and the Company's current efforts to update the Elk Creek Project feasibility study.

The cash used in operating activities for the nine-month period ended March 31, 2026, reflects the Company’s funding of losses of $44.4 million, primarily resulting from increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions.

Overall, operational outflows during the nine-month period ended March 31, 2026, increased from the corresponding period of 2025 due to costs and expenditures incurred in connection with the 2025 Drilling Program and the Company's current efforts to update the Elk Creek Project feasibility study.

Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.

Investing Activities

During the six months ended December 31, 2025, the Company’s investing activities consumed $23.0 million of cash (2024:

The cash used in investing activities for the six months ended December 31, 2025, reflects the acquisition of additional land and mineral rights for the Elk Creek Project as well as the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC.

During the nine-month period ended March 31, 2026, the Company’s investing activities consumed $27.7 million of cash (2025:

The cash used in investing activities for the nine months ended March 31, 2026, reflects the acquisition of

additional land and mineral rights for the Elk Creek Project as well as costs incurred related to the construction of the Portal Project, and the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC.

Financing Activities

Financing inflows were $311.3 million during the six months ended December 31, 2025 (2024:

Financing inflows were $435.3 million during the nine-month period ended March 31, 2026 (2025:

$5.2 million), with 2026 inflows reflecting the gross receipts of $405.2 million from the equity offerings and $60.8 million from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement, offset by $30.1 million of share issuance costs.

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Critical Accounting Estimates

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

Intangible Assets

The fair value of the acquired technology was estimated using the multi-period excess earnings method.

Significant inputs include estimated future cash flows attributable to the acquired technology, an appropriate discount rate, and assumptions regarding technological obsolescence.

The intangible asset is amortized on a straight-line basis over an estimated useful life of ten years and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Assumptions used in the model are subjective and require significant judgment.

Goodwill is assessed for impairment annually, or more frequently upon the occurrence of a triggering event.

The Company operates as a single reporting unit, as our scandium commercialization activities are not managed or reviewed as a discrete component by the CODM and no discrete financial information is prepared at that level.

Accordingly, goodwill is tested at the consolidated reporting unit level.

This determination will be reassessed as our scandium commercialization activities mature.

Use of Non-GAAP Financial Measures and Reconciliations

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Adjusted net loss per share is the impact of these adjustments on the per share net losses incurred.

These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance U.S.

These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S.

Because these non-GAAP performance measures do not have any standardized meaning prescribed by U.S.

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GAAP and the use of these terms vary from others in our industry.

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

For the Three Months Ended December 31,

For the Six Months Ended December 31,

Net loss attributable to the Company

Change in fair value of earnout liability

Change in fair value of warrant liability

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

For the Three Months Ended March 31,

For the Nine Months Ended March 31,

Net income (loss) attributable to the Company

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Share-based compensation

Non-recurring gains

Other non-cash adjustments

Loss on share issuances

Depreciation and amortization

Adjusted net (loss)

Net loss per share attributable to the Company

Change in fair value of earnout liability

Change in fair value of warrant liability

Net income (loss) per share attributable to the Company

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Share-based compensation

Non-recurring gains

Other non-cash adjustments

Loss on share issuances

Depreciation and amortization

Adjusted net (loss) per share

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No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested.

The determination of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S.

determination of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S.

federal income tax rules, which are subject to differing interpretations.

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The Company has one class of shares, being Common Shares.

A summary of outstanding Common Shares, Options, and Warrants as of February 6, 2026, is set out below, on a fully diluted basis.

A summary of outstanding Common Shares, Options, and Warrants as of May 14, 2026, is set out below, on a fully diluted basis.

Common Shares

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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 2. Management’s Discussion and Analysis