What changed in this filing

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Item 2. Properties

2024-09-23 compared with 2023-10-06 · 142 added, 172 removed, 647 unchanged (33% of the section changed)

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Officer of the Company.

The technical content disclosed in this Form 10-K was reviewed and approved by Mr.

Honan who is a Qualified

Person as defined in NI 43-101.

The disclosure of scientific or technical information in this Annual Report on Form 10-K was reviewed

and approved by Mr.

Honan who is a qualified person as defined in NI 43-101, and Mr.

Honan has verified the data disclosed herein.

Description and Location

The Elk Creek Property is a carbonatite deposit located in Johnson County, southeast Nebraska, USA.

Elk Creek Property is a carbonatite deposit located in Johnson County, southeast Nebraska, USA.

The carbonatite contains elements

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of June 30, 2024, the total book value of the Elk Creek Property and associated buildings and equipment was $16.9 million.

Company also holds eight OTPs that are associated with the Elk Creek Project and one perpetual easement of a land parcel along

the Missouri River.

The current optioned land package covers an area of 1,396 acres and is reflective of the land needed to secure

the remaining mineral resources and mineral reserves held under the OTPs along with the land needed for the development and operations

of the Elk Creek Project for its proposed 38-year operating life.

Company also holds eight OTPs that are associated with the Elk Creek Project and one perpetual easement on a land parcel adjacent

to the Missouri River.

The current optioned land package covers an area of 1,396 acres and is reflective of the land needed to

secure the remaining mineral resources and mineral reserves held under the OTPs along with the land needed for the development

and operations of the Elk Creek Project for its proposed 38-year operating life.

general, exercise of an OTP is accomplished by paying the greater of a fixed amount per acre or a multiple of the appraised value

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If the land is not purchased by the Company during the term of the OTP and the land in question is needed

for the project, the Company will negotiate a new OTP with the landowner.

The OTP is accompanied by a negotiated payment to the

landowner that is paid upon execution of the OTP by the Company and the landowner.

As of June 30, 2023, the Company is obligated

to make payments totalling approximately $45,000 over the next 12 years to maintain our rights under these OTPs.

Details on the

current OTPs held by the Company are shown in the table below.

Lease Agreements (OTP’s) Covering the Elk Creek Project as of October 2023

for the project, the Company intends to negotiate a new OTP with the landowner.

The OTP is accompanied by a negotiated payment

to the landowner that is paid upon execution of the OTP by the Company and the landowner.

As of June 30, 2024, the Company is

obligated to make payments totalling approximately $45,000 over the next 11 years to maintain our rights under these OTPs.

on the current OTPs held by the Company are shown in the table below.

Lease Agreements (OTPs) Covering the Elk Creek Project as of September 2024

Woltemath003J

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The land owned by ECRC

houses the company drill core and geological sample repository in two steel core shed buildings and the company maintains a cover

crop (sorghum and rye) on portions of the property that were formerly used for growing row crops.

The former landowner maintains

a residence and several outbuildings on the property subject to a life estate that accompanied the purchase of the property by

the Company in fiscal year 2021.

houses the Company’s drill core inventory and geological sample repository in two steel core shed buildings and the Company

maintains a cover crop (sorghum and rye) on portions of the property that were formerly used for growing row crops.

landowner maintains a residence and several outbuildings on the property subject to a life estate that accompanied the purchase

of the property by the Company in fiscal year 2021.

agreements that involve mineral rights include a 2% NSR royalty attached with the OTP.

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the surface rights only, it does not contain an NSR provision.

Tenure Map as of October 2023

Tenure Map as of September 2024

current estimated mineral resource and reserve is wholly contained within land owned by the Company and parcel Woltemath003J.

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Core Storage sheds located on the west side of Section 33 on land owned by the Company from the Omaha Public Power District (“OPPD”).

Personnel are available from the local surrounding towns, including Elk Creek (3 miles east), Tecumseh

(6 miles north), Steinauer

Personnel are available from the local surrounding towns, including Elk Creek (3 miles east), Tecumseh (6 miles north), Steinauer

(5 miles south), Pawnee City (10 miles south) and Syracuse (27 miles north).

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Based on the metallurgical testwork completed to date at a number of laboratories

using QEMSCAN® analysis, the niobium mineralization is known to be fine grained,

and that 77% of the niobium occurs in the

using QEMSCAN® analysis, the niobium mineralization is known to be fine grained, and that 77% of the niobium occurs in the

mineral pyrochlore, while the balance occurs in an iron-titanium-niobium oxide mineral of varying composition.

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April 2011, Quantum conducted a preliminary drill program (three holes) on the Elk Creek deposit and two REE exploration targets

(two holes), which have been excluded from the current mineral resource and reserve estimation, as they do not intersect the Nb 2 O 5

anomaly and are located to the east.

The objectives of the drill program

over the Elk Creek Property were to verify the

presence of higher-grade niobium mineralization at depth, and to infill drill the known niobium deposit in order to upgrade the

resource category of the previous resource estimate and expand the known resource.

The drill program was also established to collect

sufficient sample material for metallurgical characterization and process development studies of the niobium mineralization.

(two holes), which have been excluded from the current mineral resource and reserve estimation, as they do not intersect the Nb 2 O 5 anomaly

and are located to the east.

The objectives of the drill program over the Elk Creek Property were to verify the presence of higher-grade

niobium mineralization at depth, and to infill drill the known niobium deposit in order to upgrade the resource category of the

previous resource estimate and expand the known resource.

The drill program was also established to collect sufficient sample

material for metallurgical characterization and process development studies of the niobium mineralization.

2011 program consisted of five inclined drillholes, totaling 3,420 m of NQ size diameter core.

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list of the drillholes, sample storage location, and number of assay results, related to the records gaps noted above, are presented

below and are represented as blue drillhole intervals.

below and are represented as blue segments on the drillhole figure below.

Each sample represented a 5-foot section of drill core.

All of the holes

noted below were drilled into the Elk Creek carbonatite in the vicinity of the mineral resource for the Elk Creek Project.

All of the holes noted below were drilled into the Elk Creek carbonatite in the vicinity of the mineral resource for the Elk Creek

Hole Sampling Summary

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Area Assay Distribution Showing REE Assays (Red) and REE Assay Gaps (Blue).

integrated a series of routine QA/QC procedures throughout the sampling and analytical analysis for drilling programs to ensure

integrated a series of routine QA/QC procedures throughout the sampling and analysis portion of the drilling programs to ensure

the highest level of quality was maintained throughout the process leading to the estimate of mineral reserves and mineral resources

for the Elk Creek Project.

This included the insertion of duplicate samples taken from various stages of the process, insertion

of known control samples (standard reference materials, certified reference materials (“CRM”), and blanks) and sending

third-party pulps to the secondary lab (SGS Canada Inc.).

This included the insertion of duplicate

samples taken from various stages of the process, insertion of known control samples (standard reference materials, certified

reference materials (“CRM”), and blanks) and sending third-party pulps to a secondary lab (SGS Canada Inc.).

tickets were assigned initially at the core shed using barcodes with duplicate tickets placed inside and on the outside of the

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that no material technical risks are identified.

Additional descriptions of the risks and uncertainty associated with reported

descriptions of the risks and uncertainty associated with reported

mineral reserves and resources can be found in Section 11 of the S-K 1300 Elk Creek Technical Report Summary.

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Margin (EBITDA (1) )

Totals may not sum due to rounding.

The term “EBITDA” refers to earnings before interest, taxes depreciation and amortization.

See “Non-GAAP

Financial Performance Measures” below for a discussion of the use of non-GAAP financial measures.

Cost Estimates Included in the 2022 Elk Creek Feasibility Study

following LoM unit operating costs include the pre-production and first/last years of production.

Management Cost

Infrastructure

Management Cost

Royalties/Annual

LoM Operating Costs

may not sum due to rounding.

term “EBITDA” refers to earnings before interest, taxes depreciation and

amortization.

See “Non-GAAP Financial Performance Measures” below for a discussion

of the use of non-GAAP financial measures.

Cost Estimates Included in the 2022 Elk Creek Feasibility Study

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may not sum due to rounding.

Cost Estimates Included in the 2022 Elk Creek Feasibility Study

following LoM unit operating costs include the pre-production and first/last years of production.

Management Cost

Infrastructure

Management Cost

Royalties/Annual

LoM Operating Costs

may not sum due to rounding.

Mining Operations

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no financing constraints.

The NioCorp board must approve a construction program and budget before construction of the Elk Creek

Project can begin.

This approval, along with the receipt of all required governmental permits and approvals and the completion

of project financings, will determine whether and when construction of the Elk Creek Project can begin.

The Board must approve a construction program and budget before construction of the Elk Creek Project

This approval, along with the receipt of all required governmental permits and approvals and the completion of project

financings, will determine whether and when construction of the Elk Creek Project can begin.

Tailings Storage

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of the Elk Creek Project and would contain approximately 14.5 million tonnes of tailings.

The tailings facilities have been designed

to incorporate two independent areas:

The tailings facilities have been

designed to incorporate two independent areas:

a composite-lined tailings solids storage area;

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production trends (approximately 20 tons/year) from existing and emerging producers plus an outlook for supply to 2028.

then reviewed the current and emerging applications for scandium, including fuel cells, aerospace, industrial and other uses,

plus an outlook for demand to 2028.

Based on these inputs, OnG provided pricing forecasts and global demand volumes by year to

2028 based estimated production costs and supply-demand balances.

The pricing sheet for the OnG Commodities report was updated

for NioCorp in 2019.

outlook then reviewed the current and emerging applications for scandium, including fuel cells, aerospace, industrial and other

uses, plus an outlook for demand to 2028.

Based on these inputs, OnG provided pricing forecasts and global demand volumes by year

to 2028 based estimated production costs and supply-demand balances.

The pricing for the OnG Commodities report was updated for

NioCorp in 2019.

formal market study was done for TiO 2 as it only represents 2% of overall revenue in the economic analysis.

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Considerations for Environmental Performance

current mine design incorporates these following strategies and technologies designed to minimize environmental impacts of operation:

current mine design incorporates the following strategies and technologies designed to minimize environmental impacts of operation:

Process Liquid Discharge:

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naturally occurring, brackish (slightly salty) water produced during mining operations,

and water used in ore processing, will be treated on site for use in operations.

salt will be produced from water treatment operations which will be stored on site.

and water used in ore processing, will be treated on site for

use in operations.

A solid salt will be produced from water treatment operations which

will be stored on site.

Protection of Groundwater Resources Through Artificial Ground Freezing:

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Reserves and Resources

The mineral reserves and mineral resources disclosed below are based on the S-K 1300 Elk Creek Technical

Report Summary, which was originally filed as Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the fiscal year

ended June 30, 2022.

Mineral reserves and mineral resources at the Elk Creek Project as of June 30, 2023, are summarized in the

tables below.

Further discussion and background regarding the approaches used to establish mineral reserves and mineral resources

is contained in Chapters 11 and 12 of the S-K 1300 Elk Creek Technical Report Summary.

Creek Project In Situ Mineral Resource Estimate (niobium, titanium, and scandium) Excluding Reserves as of June 30,

Creek Project In Situ Mineral Resource Estimate (rare earth oxides) Excluding Reserves as of June 30, 2023

mineral reserves and mineral resources disclosed below are based on the S-K 1300 Elk Creek Technical Report Summary, which was

originally filed as Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

reserves and mineral resources at the Elk Creek Project as of June 30, 2024, are summarized in the tables below.

Further discussion

and background regarding the approaches used to establish mineral reserves and mineral resources is contained in Chapters 11 and

12 of the S-K 1300 Elk Creek Technical Report Summary.

Creek Project In Situ Mineral Resource Estimate (niobium, titanium, and scandium) Excluding Reserves

of June 30, 2024

Creek Project In Situ Mineral Resource Estimate (rare earth oxides) Excluding Reserves

of June 30, 2024

Classification

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resources that are not mineral reserves do not have demonstrated economic viability.

mineral resources are reported at a Diluted Net Smelter Return (NSR) Cut-off of US$180/tonne.

mineral resources are reported at a Diluted Net Smelter Return (NSR) Cut-off of $180/tonne.

diluted NSR is defined as:

per block Nb 2 O 5 (diluted) + Revenue per block TiO 2 (diluted) + Revenue per

block Sc (diluted)

Diluted tonnes per

diluted revenue from Nb 2 O 5 , TiO 2 , and Sc per block used

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a 94% grade recovery, a 0.696 factor to convert Nb 2 O 5

to Nb, 82.36% assumption for plant recovery, and a US$39.60 selling price per kg

to Nb, 82.36% assumption for plant recovery, and a $39.60 selling price per kg

of ferroniobium as of June 30, 2022.

a 94% grade recovery, a 40.31% assumption for plant recovery, and an US$0.88

a 94% grade recovery, a 40.31% assumption for plant recovery, and an $0.88

kg selling price per kg of titanium oxide as of June 30, 2022.

a 94% grade recovery, a 1.534 factor to convert Sc to Sc 2 O 3 ,

93.14% assumption for plant recovery, and a US$3,675 selling price per kg of scandium

oxide as of June 30, 2022.

93.14% assumption for plant recovery, and a $3,675 selling price per kg of scandium oxide

as of June 30, 2022.

diluted tonnes are a 6% increase in the total tonnes of the block.

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effective date of the mineral resource, including by-products, is June 30, 2024.

Creek Project Underground In Situ Mineral Reserves Estimate for Elk Creek as of June 30, 2023

Creek Project Underground In Situ Mineral Reserves Estimate for Elk Creek

of June 30, 2024

Classification

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mineral reserve is based on the mine design, mine plan, and cash-flow model utilizing

an average cut-off grade of 0.679% Nb 2 O 5 with an NSR of US$180/mt.

an average cut-off grade of 0.679% Nb 2 O 5 with an NSR of $180/mt.

estimate of mineral reserves may be materially affected by metal prices, environmental,

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assumptions are as follows:

FeNb US$39.60/kg Nb, Sc 2 O 3 US$3,675/kg,

and TiO 2 US$0.88/kg.

FeNb $39.60/kg Nb, Sc 2 O 3 $3,675/kg,

and TiO 2 $0.88/kg.

Price assumptions are based upon independent market analyses

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powder form, and scandium trioxide in powder form.

mineral reserve has an average LoM NSR of US$563.06/tonne.

mineral reserve has an average LoM NSR of $563.06/tonne.

Group has provided detailed estimates of the expected costs based on the knowledge of

the style of mining (underground) and potential processing methods (by 3rd party Qualified

the style of mining (underground) and potential processing methods (by third-party qualified

reserve effective date is June 30, 2024.

The financial model was run after the estimate

of the NSR above, which reflects a total cost per tonne of US$196.72 versus US$189.91.

This is not considered a material change.

of the NSR above, which reflects a total cost per tonne of $196.72 versus $189.91.

is not considered a material change.

variances for commodities are based on independent market studies versus earlier projected

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● Construction

at the facility requires the Air Permit from the State of Nebraska, which was issued

to the Company on June 2, 2020.

at the facility requires an Air Permit from the State of Nebraska, which was issued to

the Company on June 2, 2020.

The Air Permit describes all the prospective air emissions

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Elk Creek Project Activities

September 6, 2022, the Company announced that the Demonstration Plant had commenced processing a three-tonne sample of representative

ore from the Elk Creek Project.

The Demonstration Plant project is intended to demonstrate that the Company can extract and separate

rare earth elements from ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary project

financing, and that its simplified process for potentially producing niobium, scandium, and titanium is technically and economically

October 25, 2022, the Company announced that the Demonstration Plant had completed demonstrating its planned process for removing

calcium and magnesium from ore obtained from the Elk Creek Project.

This positive result is a key milestone in NioCorp’s

proposed optimization of its process flow sheet for the Elk Creek Project, which was designed by L3 and NioCorp.

Removing carbonate

minerals in this fashion is expected to reduce the size of the follow-on planned production steps and make them more efficient.

Characterization of the calcium and magnesium carbonate from the completed Demonstration Plant production runs has demonstrated

very low levels of impurities, and an overall 99% purity of the mixed calcium-magnesium carbonate.

January 4, 2023, the Company announced that the Demonstration Plant has succeeded in obtaining a rare earth dissolution rate of

86-95% from ore from the Elk Creek Project site through hydrochloric acid leaching and has achieved a loading rate of rare earths

as high as 99% in the follow-on solvent extraction recovery step.

These relatively high rates, which were expected, point to potentially

strong rates of overall recovery of separated rare earth oxides, subject to additional demonstration testing.

February 6, 2023, the Company announced that overall recoveries for praseodymium oxide, neodymium oxide, terbium oxide, and dysprosium

oxide are likely to be greater than 92% and meet commercial purity specifications for magnetic rare earth oxides.

These results

are in line with bench- and pilot-scale testing of L3’s rare earth recovery system, as well as hydrometallurgical performance

models that have been run on the rare earth recovery process upon which the Demonstration Plant is based.

February 20, 2023, the Company announced that it had executed a contract with Zachry Group (“Zachry”) to develop a

cost for the surface facilities associated with the Elk Creek Project.

The contract represents the first phase of EPC contracting

for the Elk Creek Project.

NioCorp had previously selected Zachry as its EPC firm for the Elk Creek Project’s surface facilities.

April 4, 2023, the Company announced a process breakthrough in niobium and titanium recovery achieved at the Demonstration Plant.

The breakthrough points to a potentially more efficient way to process niobium and titanium into higher-purity products, which

may in turn open up new markets for the Elk Creek Project’s planned products.

May 25, 2023, the Company announced that it has successfully demonstrated the ability to recover greater amounts of the critical

mineral niobium from each tonne of ore the Company expects to mine at the Elk Creek Project,

once sufficient financing is obtained

and the project is constructed.

Final results from the demonstration show that NioCorp’s new and improved recovery process

can achieve a 90.7% rate of niobium recovery through the hydrometallurgical process.

Overall recovery through the pyrometallurgical

production of the commercial product ferroniobium is expected to be 86.7%.

NioCorp’s previous approach to niobium production

was able to achieve recovery rates through the hydrometallurgical and pyrometallurgical processes of 86.8% and 82.4%, respectively.

May 26, 2023, the Company announced that it has successfully demonstrated an ability to potentially double the recovery of titanium

from each tonne of ore the Company expects to mine at the Elk Creek Project.

The new process is expected to produce a purer form

of titanium that may command a higher price than is assumed in the 2022 Elk Creek Feasibility Study.

The Demonstration Plant has

shown that the Company’s new and improved recovery process can likely achieve an 83.7% rate of overall titanium recovery

to final product.

This compares to a 40.3% titanium recovery rate in NioCorp’s previous process approach.

This new result

points to a potentially large increase in the amount of titanium that NioCorp can potentially produce at currently planned rates

on results of the Company’s Demonstration Plant, a higher value titanium tetrachloride product can be produced with a substantially

higher metallurgical recovery than TiO 2 .

The Company is in the process of completing feasibility level cost estimates

to replace the previous TiO 2 production equipment with new equipment that would produce titanium tetrachloride.

June 1, 2023, the Company announced the successful completion of a geotechnical drilling campaign at the Elk Creek Project, which

was done in advance of the proposed site preparation, grading, heavy construction, and eventual foundation pours for the Elk Creek

Project that are expected to commence once sufficient financing is obtained.

The campaign involved drilling 16 boreholes and 20

test pits across the one square mile Elk Creek Project site, analyzing soil samples, and generating data for engineering design

firms that are continuing to finalize plans for the potential construction of the facility.

The campaign also involved the installation

of 6 shallow groundwater piezometers to monitor water levels in the soil layer, which will also aid in construction planning.

Company completed the installation and commissioning of a continuous groundwater level monitoring system during the quarter ended

September 30, 2023.

The system collects and records data in three geologic strata of interest:

the upper glacial till, the Pennsylvanian

limestone that underlies the glacial till, and the carbonatite that underlies the limestone.

The data collected from this effort

will assist the Company’s contract hydrogeologists to refine and improve the hydrogeologic model for the Elk Creek Project.

Company completed a mine geotechnical review and a site visit by a qualified person, as defined in NI 43-101 and subpart 1300

of Regulation S-K, during the quarter ended September 30, 2023.

The Company’s contract geotechnical engineering firm inspected

drill core and conducted a site inspection.

As funding becomes available, the geotechnical firm will review and update their geomechanical

model of the project to ensure that the mining operation will be conducted under safe and stable ground conditions.

Demonstration Plant completed metallurgical operations during the quarter ended September 30, 2023.

The impetus for the Demonstration

Plant was to address recommendations in the Company’s most recent S-K 1300 Elk Creek Technical Report Summary and to establish

metallurgical performance criteria for the rare earths.

The Demonstration Plant was successful in this regard, and the measured

improvements in metallurgical performance are summarized in the following table:

the quarter ended December 31, 2023, the Company’s Demonstration Plant located in Trois-Rivieres, Quebec also completed

the production of waste materials for follow-on characterization to support tailings impoundment and paste backfill engineering

Additional work at the Demonstration Plant is underway to further

explore improvements to solvent extraction operations and to produce product samples for prospective customers.

Operations were

completed at the Demonstration Plant in February 2024.

the quarter ended December 31, 2023, the Company, through a contract engineering firm (Olsson), completed a 90% engineering package

for various road improvements in the vicinity of the Elk Creek Project site, and shared the 90% engineering drawings with the

Nebraska Department of Transportation and Johnson County as part of the normal process for permitting road improvements.

Company retained a mine engineering consultant in February 2024 to evaluate, at a scoping level, the costs and benefits of electrifying

the mine and accessing it via ramps instead of vertical shafts along with using Railveyor technology in one of the ramps to move

ore and waste rock to surface.

The evaluation did not include the detailed examination of geotechnical or hydrogeologic issues.

The findings of the evaluation indicated a potential savings in upfront capital cost, a shorter schedule to get the mine to full

production, and potential operating cost savings.

These findings are preliminary but encouraging, and the Company plans a more

detailed evaluation of this option for the design of the underground mine as part of a future update to the S-K 1300 Elk Creek

Technical Report Summary.

present, the Company is maintaining the Elk Creek Property in anticipation of obtaining project financing that will facilitate

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and completion of offtake agreements for the remaining uncommitted production of Nb, Sc, and Ti from the project, including

the potential sale of Ti as titanium tetrachloride;

the potential sale of Ti as titanium tetrachloride, as well as potential REE production;

and completion of engineering, procurement, and construction agreements;

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of revised mine groundwater investigation and control activities;

Initiation of long-lead

equipment procurement activities;

As a follow-on to

the Company’s Demonstration Plant operations, complete characterization and testing of waste materials to support tailings

impoundment and paste backfill plant designs.

of long-lead equipment procurement activities;

a follow-on to the Company’s Demonstration Plant operations, complete characterization and testing of waste materials

to support tailings impoundment and paste backfill plant designs.

Financial Performance Measures

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S-K 1300 Elk Creek Technical Report Summary uses non-GAAP financial performance measures, such as EBITDA, Averaged Annual EBITDA,

and Averaged EBITDA Margin, for purposes of projecting the economic results of the Elk Creek Project.

and Averaged EBITDA Margin, for purposes of projecting the economic

results of the Elk Creek Project.

We are unable to provide

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GAAP financial performance measures because

certain information needed to reconcile those non-GAAP measures to the most comparable U.S.

GAAP financial performance measures

is dependent on future events, some of which are outside the control of the Company, such as FeNb, Sc 2 O 3,

and TiO 2 prices, interest rates, and exchange rates.

certain information needed to

reconcile those non-GAAP measures to the most comparable U.S.

GAAP financial performance measures is dependent on future events,

some of which are outside the control of the Company, such as FeNb, Sc 2 O 3, and TiO 2 prices, interest

rates, and exchange rates.

Moreover, estimating such U.S.

GAAP measures with the required

precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable

GAAP measures with the required precision necessary to provide a meaningful

reconciliation is extremely difficult and could not be accomplished without unreasonable effort.

lease our principal executive office space at 7000 South Yosemite Street, Suite 115, Centennial, Colorado.

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-K

Item 2. Properties