What changed in this filing

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Item 1. Business

2025-09-11 compared with 2024-09-23 · 264 added, 398 removed, 254 unchanged (72% of the section changed)

2 unchanged sentences

was incorporated under the laws of the Province of British Columbia under the Business Corporations Act (British Columbia) on

February 27, 1987, under the name “IPC International Prospector Corp.” On May 22, 1991, we changed our name to

“Kingston Resources Ltd.” On June 29, 2001, we changed our name to “Butler Developments Corp.” On February

12, 2009, we changed our name to “Butler Resource Corp.” On March 4, 2010, we changed our name to “Quantum

Rare Earth Developments Corp.” On March 4, 2013, we changed our name to “NioCorp Developments Ltd.”

is an SEC (as defined herein) reporting company, and we are also a Canadian reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario,

and New Brunswick.

Our registered and records office is located at 1133 Melville Street, Suite 3500, Vancouver, British Columbia

V6E 4E5 (ATTN:

February 27, 1987, under the name “IPC International Prospector Corp.” On May 22, 1991, we changed our name to “Kingston

Resources Ltd.” On June 29, 2001, we changed our name to “Butler Developments Corp.” On February 12, 2009, we

changed our name to “Butler Resource Corp.” On March 4, 2010, we changed our name to “Quantum Rare Earth Developments

Corp.” On March 4, 2013, we changed our name to “NioCorp Developments Ltd.”

is a United States Securities and Exchange Commission (“SEC”) reporting company, and we are also a Canadian reporting

issuer in British Columbia, Alberta, Saskatchewan, Ontario, and New Brunswick.

Our registered and records office is located at

1133 Melville Street, Suite 3500, Vancouver, British Columbia V6E 4E5 (ATTN:

Blake, Cassels & Graydon LLP).

Our principal executive office is located at 7000 South Yosemite Street, Suite

115, Centennial, Colorado 80112.

Development of the Business

acquisition of the carbonatite property located in Southeast Nebraska, USA (the “Elk Creek Property”) was closed in

December 2010 and involved the purchase by NioCorp of all of the issued and outstanding common shares of a private British Columbia

company, which in turn held 100% of the issued and outstanding shares of Elk Creek Resources Corp., a Nebraska corporation (“Old

Company commenced a field exploration program in 2011, which included verification of previous work that was completed on the

Elk Creek Property in the 1970s and 1980s, re-assaying of historic drill core, an airborne geophysical survey and the completion

of five new diamond drillholes.

The available data for the Elk Creek Property was compiled into an updated NI 43-101 resource

estimate for the Elk Creek Project, which was issued in April 2012.

Additional drilling and NI 43-101 technical reports, including

resource updates and preliminary economic assessments, were completed and issued by the Company in 2014 and 2015.

fiscal years 2016 and 2017, the Company focused on feasibility study development, and on June 30, 2017, we announced the completion

of a NI 43-101 technical report for the Elk Creek Project (the “2017 NI 43-101 Elk Creek Technical Report”).

In connection

with a review by the Ontario Securities and Exchange Commission, on December 15, 2017, the Company filed a revised 2017 NI 43-101

Elk Creek Technical Report.

This revised report contained no changes to any previously reported numbers or forecasted economic

returns of the Elk Creek Project from those contained in the originally filed 2017 NI 43-101 Elk Creek Technical Report.

fiscal year 2019, we received a new mine design based on detailed underground engineering conducted by The Nordmin Group of Companies

(“Nordmin”) along with an updated mineral resource and mineral reserve.

On April 16, 2019, we announced the results

of the updated underground mine design and supporting infrastructure, the results of an update to the Elk Creek Project, and the

filing of an NI 43-101 technical report for the Elk Creek Project based on the new mine design.

During fiscal year 2020, the Company

focused efforts on advancing detailed engineering of the surface and underground facilities and negotiating the follow-on contracts

associated with the planned construction of the surface and underground features of the project, as well as obtaining a State

of Nebraska permit which describes all the prospective air emissions from the facility (the “Air Permit”).

Permit required the completion of an air quality model that demonstrates compliance with the U.S.

National Ambient Air Quality

Standards limits on atmospheric concentration of six pollutants that cause smog, acid rain, and other health hazards, as established

by the EPA (“NAAQS”).

The final Air Permit was issued by the State of Nebraska on June 2, 2020, for the Elk Creek

fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue

early project execution activities.

With the acquisition of the land and mineral rights, the Company now owns the surface land

on which the Elk Creek Project’s mine infrastructure and supporting operations will be located once sufficient project financing

is obtained, along with ownership of the mineral rights to more than 90% of the Elk Creek Project’s mineral resources and

mineral reserves.

fiscal year 2022, we focused efforts towards refining our Elk Creek Project mineral resource and mineral reserve estimates with

respect to REEs.

This work included additional assays of historical drill core to fill data gaps in the existing resource database

and re-modeling.

Based on this re-interpretation of the geologic data, an update to the mine plan was also completed.

this work, we issued the 2022 NI 43-101 Elk Creek Technical Report on June 28, 2022, and filed the S-K 1300 Elk Creek Technical

Report Summary as an exhibit to our Annual Report on Form 10-K for the year ended June 30, 2022.

fiscal year 2022, we also advanced our efforts to optimize our process design to contemplate the recovery and production of REEs,

including completion of bench and pilot scale testing on elements of the current metallurgical flowsheet.

This work illustrated

that NioCorp could recover and produce high purity, fully separated magnetic rare earth oxide products, specifically neodymium-praseodymium

oxide, dysprosium oxide, and terbium oxide in addition to the niobium, scandium, and titanium products already planned for production

by the Company, once project financing is secured and additional work has been completed on the technical and economic feasibility

of potentially adding REEs to the Elk Creek Project’s existing planned product suite.

Following the success of this testing,

the Company advanced the construction of a demonstration-scale processing plant located in Trois-Rivieres, Quebec built by the

Company and L3 Process Development (“L3”) and operated by L3 (the “Demonstration Plant”).

fiscal year 2023, we completed the 2023 Transactions and construction and operated the Demonstration Plant.

The Demonstration

Plant results showed higher recoveries for our primary niobium product, higher recoveries and a higher value titanium product

in the form of titanium tetrachloride, and a high recovery rate for the three planned rare earth oxides of consequence:

neodymium/praseodymium

oxide, dysprosium oxide and terbium oxide.

In addition, we completed initial site preparation work at the Elk Creek Project, which

consisted of tree and brush clearing.

A geotechnical investigation at the Elk Creek Project site was also completed, which involved

excavated test pits, geotechnical borings and the installation of shallow groundwater piezometers.

The geotechnical program generated

valuable data for the firms that are working on the detailed design of the facilities and infrastructure associated with the Elk

Creek Project.

February 2024, we completed operations at the Demonstration Plant.

In addition to establishing, at demonstration-scale, metallurgical

recoveries for potential rare earth products from an improved flowsheet, the Demonstration Plant also established improved recoveries

and higher purities for the Company’s planned niobium and titanium products.

In addition, the 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.

The Company plans a more detailed evaluation of this option for the design of the underground mine as part of a

future technical report for the Elk Creek Project.

Information regarding the Elk Creek Project is discussed below under Item 2.,

“Properties.”

2023 Transactions

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

pursuant to the Business Combination Agreement, dated as of September 25, 2022 (the “Business Combination Agreement”),

by and among the Company, GX Acquisition Corp.

II, a Delaware corporation (“GXII”), and Big Red Merger Sub Ltd., a

Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”).

Pursuant to the Business

Combination Agreement, the GXII Transaction was accounted for as an equity raise transaction in accordance with U.S.

the closing of the GXII Transaction (the “Closing”), the following transactions occurred:

a result of a series of transactions, including, without limitation, the mergers of Merger Sub and Old ECRC with and into

GXII, with GXII surviving such mergers, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name

to “Elk Creek Resources Corp”, which we refer to as “ECRC”.

the parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split (as defined below) common shares

of the Company (the “Common Shares”) in exchange for all of the Class A shares of GXII issued and outstanding

immediately prior to the Closing, including 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII

that it received as partial payment for advisory services.

of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender

of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor

Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, the Company, and the other persons party

thereto, were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity

of the mergers that occurred on the Closing Date as part of the GXII Transaction.

Pursuant to the Business Combination Agreement,

the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise

modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares

of Class B common stock of ECRC are exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments,

under certain conditions.

Of the issued and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the “Vested

Shares”) were vested as of the Closing Date and are exchangeable at any time, and from time to time, until the

tenth anniversary of the Closing Date (the “Ten-Year Anniversary”) and 3,391,596 shares (the “Earnout Shares”)

are exchangeable until the Ten-Year Anniversary, subject to certain vesting conditions.

See Note 10 to the consolidated financial

statements included in Part II, Item 8 hereof for additional information regarding the Class B common stock of ECRC.

assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”)

and issued an aggregate of 15,666,626 warrants (the “NioCorp Assumed Warrants”) to purchase up to an aggregate

of 17,519,864 Common Shares.

The NioCorp Assumed Warrants issued at the Closing consisted of (a) 9,999,959 public NioCorp

Assumed Warrants (the “Public Warrants”) that were issued in respect of the GXII Warrants that were publicly traded

prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “Private Warrants”) that were issued to the

Sponsor in respect of the GXII Warrants that it held prior to the Closing, which NioCorp Assumed Warrants were subsequently

distributed by the Sponsor to its members in connection with the Closing.

See Note 11b to the consolidated financial statements

included in Part II, Item 8 hereof for additional information regarding the NioCorp Assumed Warrants.

the Closing Date, the Company also effected a reverse stock split (the “Reverse Stock Split”) based on one (1) post-Reverse

Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding effectuated by the Company

on the Closing Date.

Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole Common

part of the GXII Transaction, on January 26, 2023, the Company entered into definitive agreements with respect to two separate

financing packages with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”),

Securities Purchase Agreement, dated January 26, 2023 (as amended, the “Yorkville

Convertible Debt Financing Agreement”), between the Company and Yorkville, under

which the Company issued to Yorkville unsecured convertible debentures in the original

aggregate principal amount of $16.0 million (the “Convertible Debentures”)

and Common Share purchase warrants, exercisable for up to 1,789,267 Common Shares for

cash or, if at any time there is no effective registration statement registering, or

no current prospectus available for, the resale of the underlying Common Shares, on a

cashless basis, at the option of the holder, at a price per Common Share of approximately

$8.9422, subject to adjustment to give effect to any stock dividend, stock split, reverse

stock split or similar transaction (the “Financing Warrants”), on the Closing

Date, for gross proceeds of $15.36 million (the “Yorkville Convertible Debt Facility

Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity

Facility Financing Agreement”), between the Company and Yorkville, under which

Yorkville agreed to purchase up to $65.0 million of Common Shares over a three-year period,

at NioCorp’s direction and subject to certain restrictions (the “Yorkville

Equity Facility Financing”).

financing packages are further discussed below under “ Management’s Discussion and Analysis of Financial Condition

and Results of Operations – Liquidity and Capital Resources – Financing Activities .”

transactions contemplated by the Business Combination Agreement, including the GXII Transaction, the Yorkville Convertible Debt

Facility Financing, the Yorkville Equity Facility Financing, and the Reverse Stock Split are referred to, collectively, as the

“2023 Transactions.”

number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows:

NioCorp Shareholders

GXII Class A Shareholders (1)

Common Shares Outstanding Upon Completion of 2023 Transactions

83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory

Commitment Shares (as defined below) issued under the Yorkville Equity Facility Financing Agreement.

consideration of GXII expenses incurred in connection with the 2023 Transactions, the Company acquired net cash of approximately

$2.2 million and assumed net liabilities of approximately $0.4 million.

We also assumed Private Warrant liabilities and the Earnout

Shares liability, which were initially recorded at their non-cash fair market value of approximately $3.0 million and approximately

$13.2 million, respectively.

The Company incurred expenses related to the 2023 Transactions of approximately $6.8 million, all

of which were recorded as other operating expenses.

addition, in connection with the 2023 Transactions, the Common Shares and the NioCorp Assumed Warrants were listed for trading

The Common Shares and the NioCorp Assumed Warrants began trading on the Nasdaq Global Market and the Nasdaq Capital

Market, respectively, on March 21, 2023, under the symbols “NB” and “NIOBW,” respectively.

Shares continued to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “NB,” and began trading

on the Nasdaq on a post-Reverse Stock Split basis on March 21, 2023.

The Common Shares ceased being quoted on the U.S.

counter markets in connection with the commencement of trading on the Nasdaq Global Market, and the Company voluntarily delisted

from the TSX effective as of close of markets on May 3, 2024.

Company’s business operations are conducted primarily through ECRC (as defined below).

The table below provides an overview

of the Company’s current subsidiaries and their activities.

Our principal

executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112.

NioCorp, through

ECRC (as defined below), is developing a critical minerals project that, if and when developed, will produce niobium, scandium,

titanium, and potentially, rare earth products.

Known as the “Elk Creek Project,” it is located near Elk Creek, Nebraska,

in the southeast portion of the state.

is used to produce various superalloys that are extensively used in high performance

aircraft and jet turbines.

It also is used in high-strength, low-alloy steel, a stronger

steel used in automobiles, bridges, structural systems, buildings, pipelines, and other

applications that generally enables those applications to be stronger and lighter in

This “lightweighting” benefit often results in environmental benefits,

including reduced fuel consumption and material usage, which can result in fewer air

can be combined with aluminum to make super-high-performance alloys with increased strength

and improved corrosion resistance.

Scandium also is a critical component of advanced

solid oxide fuel cells, an environmentally preferred technology for high-reliability,

distributed electricity generation.

is a component of various superalloys and other applications that are used for aerospace

applications, weapons systems, protective armor, medical implants and many others.

also is used in pigments for paper, paint, and plastics.

earth elements are critical minerals that are needed in virtually all U.S.

defense systems

and across the electronics, manufacturing, high-technology, transportation, and energy

Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium

are critical to the making of neodymium-iron-boron magnets, which are used across a wide

variety of defense and civilian applications.

primary business strategy is to advance our Elk Creek Project to commercial production.

Based on the success of our recent fund-raising

activities, as discussed below under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition

and Results of Operations—Liquidity and Capital Resources,” we are focused on carrying out our near-term planned work

programs associated with securing the project financing necessary to complete detailed design, development, and construction of

the Elk Creek Project, as well as the commencement of early elements of project construction.

Company’s business operations are conducted primarily through ECRC.

The table below provides an overview of the Company’s

current subsidiaries and their activities:

State/Province

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100% of Class A common stock owned by 0896800, and 3,934,031 Vested Shares and 3,391,596

Earnout Shares (each as defined below) held by third parties, and outstanding

as of June 30, 2024.

Earnout Shares (each as defined below) held by third parties, and outstanding as of June

Development of the Business

acquisition of the carbonatite property located in Southeast Nebraska, USA (the “Elk Creek Property”) was closed in

December 2010 and involved the purchase by NioCorp of all of the issued and outstanding common shares of a private British Columbia

company, which in turn held 100% of the issued and outstanding shares of Elk Creek Resources Corp., a Nebraska corporation.

2011 and 2020, the Company advanced the Elk Creek Project through the completion of field exploration programs, feasibility study

development and reporting, updates to underground mine designs and supporting infrastructure, and the receipt of required permits

from the State of Nebraska.

fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue

early project execution activities.

During fiscal year 2022, we focused efforts towards refining our Elk Creek Project mineral

resource and mineral reserve estimates with respect to REEs.

This work included additional assays of historical drill core to

fill data gaps in the existing resource database and re-modeling.

Based on this re-interpretation of the geologic data, an update

to the mine plan was also completed.

Based on this work, we issued the 2022 NI 43-101 Elk Creek Technical Report on June 28, 2022,

and filed the S-K 1300 Elk Creek Technical Report Summary as an exhibit to our Annual Report on Form 10-K for the year ended June

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

“GXII Transaction”), pursuant to the Business Combination Agreement, dated September 25, 2022 (the

“Business Combination Agreement”), among the Company, GX Acquisition Corp.

II (“GXII”), and Big Red

Merger Sub Ltd (the “Closing”).

At the Closing, the Company also closed convertible debt financings (the

“Yorkville Convertible Debt Financing”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors

Global, LP (together with YA II PN, Ltd., “Yorkville”), and the standby equity purchase facility with Yorkville

(the “Yorkville Equity Facility Financing” and, together with the Yorkville Convertible Debt Financing, the

“Yorkville Financings”) became effective.

The transactions contemplated by or related to the Business Combination

Agreement, including the GXII Transaction, the Yorkville Financings, and a 10-for-1 reverse stock split consummated in connection with the Closing, are referred to, collectively, as the “2023

Transactions.”

a result of the 2023 Transactions, among other matters, GXII became and indirect, majority-owned subsidiary of NioCorp and changed

its name to “Elk Creek Resources Corp.”, which we refer to as “ECRC,” and the Common Shares and the Warrants

that were assumed by NioCorp from GXII (the “NioCorp Assumed Warrants”) were listed for trading on Nasdaq under the

symbols “NB” and “NIOBW,” respectively.

to the Business Combination Agreement, the Sponsor Support Agreement, dated September 25, 2022, among GX Sponsor II LLC (the “Sponsor”),

GXII, the Company and the other persons party thereto, and the Exchange Agreement, dated as of March 17, 2023, by and among NioCorp,

ECRC and the Sponsor (the “Exchange Agreement”), after the Closing, the shares of Class B common stock of ECRC are

exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions.

the issued and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the “Vested Shares”) were

vested as of the Closing Date and are exchangeable at any time, and from time to time, until the tenth anniversary of the Closing

Date and 3,391,596 shares (the “Earnout Shares”) are exchangeable until the tenth anniversary of the Closing Date,

to certain vesting conditions.

See Note 9 to the consolidated financial statements included in Part II, Item 8 hereof

for additional information regarding the Class B common stock of ECRC.

fiscal year 2025, the Company initiated a drilling program at the Elk Creek Project to support the conversion of a portion of

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

reserves into proven mineral reserves.

This drilling program is ongoing as of the date of this report.

When completed, the results

of the drilling program, along with other technical and economic analyses undertaken by the Company, will be used to update the

feasibility study for the Elk Creek Project.

Corporate Events

May 2023, we announced an aluminum-scandium (“Al-Sc”) master alloy initiative (the “Al-Sc master alloy initiative”),

in partnership with Boston-based Nanoscale Powders LLC (“Nanoscale”).

Al-Sc master alloy, which generally

contains 2% by weight scandium, is used to introduce scandium into aluminum for the purpose of producing various Al-Sc alloys,

which generally contain a fraction of a percent scandium by weight.

These alloys help to reduce weight, increase strength and

corrosion resistance, and make the material weldable in automotive and mass transit, aerospace, defense, space, and other systems.

Two of the three planned 1-kilogram ingots were manufactured at a

contract metallurgical facility operated by Creative Engineers

in the quarter ended December 31, 2023.

The third ingot was manufactured in the quarter ended March 31, 2024.

These trials were

successful in producing an Al-Sc master alloy.

The technology is sensitive to the purity of the starting materials and requires

isolation from oxygen and moisture while manufacturing is conducted.

The Company is also evaluating other pathways for the manufacture

of Al-Sc master alloy.

August 14, 2023, the Company announced the production of scandium metal at pilot-scale at a facility owned and operated by Creative

Engineers in New Freedom, Pennsylvania.

The production of scandium metal represented the first phase in the Al-Sc master alloy

Subsequently, on October 18, 2023, the Company announced the successful pilot-scale production of a 1-kilogram ingot

of Al-Sc alloy at the Creative Engineers facility.

January 30, 2024, we announced that the Company entered into an agreement with London-based Brunel University London, a leading

research university focused on the application of cast aluminum alloys globally, The Company is sponsoring a PhD student who is

evaluating the properties of a number of common aluminum alloys with Sc added and is participating in a consortium focused on

lightweighting vehicles using recycled aluminum by using scandium.

Bank Financing Process

previously disclosed, on March 6, 2023, the Company announced the receipt of a Letter of Interest from the Export-Import Bank

of the United States (“EXIM”) for potential debt financing, with an initial indication of interest of up to $800

million, through EXIM’s “Make More In America” initiative to fund a portion of the project costs of the

Elk Creek Project (the “EXIM Financing”).

of the United States (“EXIM”) for potential debt financing through EXIM’s “Make More In America”

initiative to fund a portion of the project costs of the Elk Creek Project (the “EXIM Financing”).

submitted a formal application to EXIM for a loan under EXIM’s “Make More in America” initiative on June 6,

13 unchanged sentences

financing from EXIM.

is a mineral exploration company engaged in the acquisition, exploration, and development of mineral properties.

NioCorp, through

ECRC, is developing a superalloy materials project that, if and when developed, will produce niobium, scandium, titanium, and

potentially, rare earth products.

Known as the “Elk Creek Project,” it is located near Elk Creek, Nebraska, in the

southeast portion of the state.

is used to produce various superalloys that are extensively used in high performance

aircraft and jet turbines.

It also is used in high-strength, low-alloy steel, a stronger

steel used in automobiles, bridges, structural systems, buildings, pipelines, and other

applications that generally enables those applications to be stronger and lighter in

This “lightweighting” benefit often results in environmental benefits,

including reduced fuel consumption and material usage, which can result in fewer air

can be combined with aluminum to make super-high-performance alloys with increased strength

and improved corrosion resistance.

Scandium also is a critical component of advanced

solid oxide fuel cells, an environmentally preferred technology for high-reliability,

distributed electricity generation.

is a component of various superalloys and other applications that are used for aerospace

applications, weapons systems, protective armor, medical implants and many others.

also is used in pigments for paper, paint, and plastics.

were completed at the Demonstration Plant in February 2024.

In addition to establishing, at demonstration-scale, metallurgical

recoveries for potential rare earth products from an improved flowsheet, the

Demonstration Plant also established improved recoveries

and higher purities for the Company’s planned niobium and titanium products.

The results from the Demonstration Plant are

expected to be utilized in a future update to the Company’s technical report for the Elk Creek Project, as well as to advance

offtake discussions with potential customers.

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 technical report for the Elk Creek

primary business strategy is to advance our Elk Creek Project to commercial production.

We are focused on obtaining additional

funds to carry out our near-term planned work programs associated with securing the project financing necessary to complete detailed

design, development, and construction of the Elk Creek Project.

April 21, 2025, the Company closed an underwritten, registered public offering (the “April 2025 Offering”), pursuant

to the underwriting agreement, dated April 17, 2025, with Maxim Group LLC (“Maxim”), as underwriter, pursuant to which

the Company issued and sold (i) 6,628,846 Common Shares at a public offering price of $2.60 per Common Share and (ii) 1,063,462

pre-funded Warrants (the “April 2025 Pre-Funded Warrants”) to purchase up to an additional 1,063,462 Common Shares

at a public offering price of $2.5999.

The April 2025 Pre-Funded Warrants have an exercise price of $0.0001 per underlying Common

Share, are exercisable immediately, and do not have an expiration date.

On April 17, 2025, Maxim partially exercised its over-allotment

option to purchase 323,504 additional Common Shares at the closing.

The net proceeds from the April 2025 Offering were approximately

$18.7 million, after deducting underwriting discounts and offering expenses.

2025 Offering

July 18, 2025, the Company closed a registered public offering (the “July 2025 Offering”), pursuant to a placement

agency agreement, dated July 17, 2025 (the “Placement Agency Agreement”) with Maxim, as sole placement agent, pursuant

to which the Company issued and sold 13,850,000 Common Shares at a public offering price of $3.25 per Common Share.

The net proceeds

from the July 2025 Offering were approximately $41.2 million, after deducting underwriting discounts and offering expenses.

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

(“ATI”), an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S.

of Defense (“DoD”).

Subject to the terms and conditions of the DoD Agreement,

ECRC is entitled to receive up to an

aggregate of approximately $10.0 million of reimbursement payments from the DoD upon the achievement of certain project milestones

related to feasibility study-level engineering and additional reserve drilling, as well as preparing updated cost estimates, for

the Elk Creek Project.

Business Conditions

is significant competition within the minerals industry to discover and acquire mineral properties considered to have commercial

We compete for the opportunity to participate in promising exploration projects with other entities.

In addition, we

compete with others in efforts to obtain financing to acquire and explore mineral properties, acquire and utilize mineral exploration

equipment, and hire qualified mineral exploration personnel.

We may compete with other mining companies for mining claims in regions

adjacent to our existing claims, or in other parts of the world should we dedicate resources to doing so in the future.

companies may be better capitalized than us and we may have difficulty in expanding our holdings through the staking or acquisition

of additional mining claims or other mineral tenures.

competing for qualified mineral exploration personnel, we may be required to pay compensation or benefits relatively higher than

those paid in the past, and the availability of qualified personnel may be limited in high-demand mining periods, such as was

the case in past years when the price of gold and other metals was higher than it is now.

is significant competition within the minerals industry to discover, acquire and obtain project financing for mineral properties

considered to have commercial potential.

We compete with others in efforts to obtain project financing and resources to advance

the Elk Creek Project to construction and commercial operation, acquire and utilize mining and processing equipment, and hire

qualified personnel.

These other companies may be better capitalized than us and we may have difficulty in obtaining the financing

and resources necessary to advance the Elk Creek Project to construction and commercial operation.

In addition, in competing for

qualified personnel, we may be required to pay compensation or benefits relatively higher than those paid in the past, and the

availability of qualified personnel may be limited in high-demand periods.

mining business is subject to mineral price cycles.

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worldwide economic cycles.

At the present time, strong demand for some minerals in many countries is lifting commodity prices,

although it is difficult to assess how long such trends may continue.

Fluctuations in supply and demand in various regions throughout

the world are common.

Demand has in the past, and may in the future, be subject to those same worldwide economic cycles.

Fluctuations in supply and demand in various regions throughout the world are common.

In addition, the niobium, scandium, titanium,

and potentially, rare earth products, that we intend to produce at the Elk Creek Project are subject to additional commodity-specific

price cycles resulting from, among other factors, demand for specific products, export controls, taxes and other tariffs and fees.

following table sets forth commodity prices for the last five calendar years for the ferroniobium, scandium trioxide, and titanium

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information was not provided by the USGS for 2023.

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.

NioCorp is a development stage issuer and has not yet generated any revenue from the operation of the Elk Creek Project, it is

not currently significantly affected by changes in commodity demand and prices, except to the extent that same impact the availability

of capital for mineral exploration and development projects.

As it does not carry on production activities, NioCorp’s ability

to fund ongoing exploration is affected by the availability of financing, which is, in turn, affected by the strength of the economy

and other general economic factors.

not currently significantly affected by changes in commodity demand and prices, except to the extent that these changes may impact the development

of the Elk Creek Project.

As it does not carry on production activities, NioCorp’s ability to fund ongoing exploration is

affected by the availability of financing, which is, in turn, affected by the strength of the economy and other general economic

than land and mineral right option agreements and agreements between NioCorp and third parties for the purchase and sale of products

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We are currently

operating under various permits for activities connected to mineral exploration, reclamation, and environmental

considerations.

operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations.

Our policy is to conduct business in a way that safeguards public health and the environment.

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to monitor and sample storm water run-off from its operations.

The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters

The CWA and regulations implemented thereunder also prohibit discharges

of dredged and fill material in wetlands and other waters of the U.S.

unless authorized by an appropriately issued permit.

The CWA and comparable state statutes provide for civil, criminal,

and administrative penalties for unauthorized discharges of pollutants, and impose liability on parties responsible for those

discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting

from the release.

CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants,

and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused

by the release and for natural resource damages resulting from the release.

Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder,

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Violation of these regulations and/or contamination of groundwater by mining-related

activities may result in fines, penalties, and remediation costs, among

other sanctions and liabilities under the SDWA and state

activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state

In addition, third-party claims may be filed by landowners and other parties claiming damages for alternative water supplies,

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statements have been based upon our current business and operating plans, as approved by the Board, and may include statements

regarding the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of the

expected net proceeds of the Yorkville Equity Facility Financing Agreement;

NioCorp’s ability to receive a final commitment

of financing from EXIM;

anticipated benefits of the listing of the Common Shares on Nasdaq;

the financial and business performance

NioCorp’s anticipated results and developments in the operations of NioCorp in future periods;

planned exploration activities;

the adequacy of NioCorp’s financial resources;

NioCorp’s ability to secure sufficient

project financing to complete construction and commence operation of the Elk Creek Project;

NioCorp’s expectation and ability

to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project;

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

the outcome of current recovery process improvement

testing and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp’s

expectation that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;

the Elk Creek Project’s ability to produce multiple critical metals;

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;

NioCorp’s updating its technical report for the Elk Creek Project;

regarding, among other matters, the financial and business performance of NioCorp;

NioCorp’s anticipated results and developments

in the operations of NioCorp in future periods;

NioCorp’s planned exploration activities;

the adequacy of NioCorp’s

financial resources;

NioCorp’s ability to secure sufficient project financing to complete construction and commence operation

of the Elk Creek Project;

NioCorp’s ability to receive a final commitment of financing from EXIM;

the estimated total upfront

capital expenditure for the Elk Creek Project;

NioCorp’s expectation and ability to produce niobium, scandium, and titanium

and the potential to produce rare earth elements at the Elk Creek Project;

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 Yorkville Equity Facility Financing Agreement;

NioCorp’s expectation that it will receive the full $10 million in

reimbursement under the DoD Agreement;

the intended use of our cash balance as of June 30, 2025 as well as the proceeds from the

July 2025 Offering, the proceeds from Warrant exercise issuances, and the reimbursement payments pursuant to the DoD Agreement;

the expected results of the drilling program at the Elk Creek Project;

the expectation that the results of the drilling program

will be used to update the feasibility study for the Elk Creek Project;

the Elk Creek Project’s ability to produce multiple

critical metals;

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

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

product suite;

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

the exercise of options to purchase additional land parcels;

the exercise of options to

purchase additional land parcels;

the execution of contracts with engineering, procurement and construction companies;

NioCorp’s ongoing evaluation of the

impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model;

and the creation

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

ongoing evaluation of the impact of inflation, supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project’s

economic model;

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

Forward-looking

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

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable

terms or at all;

NioCorp’s ability to service its existing debt and meet the payment obligations thereunder;

the future price

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on

acceptable terms, or at all;

the future price of metals;

the stability of the financial and capital markets;

and current estimates and assumptions regarding the 2023 Transactions

and their benefits.

Such forward-looking statements reflect the Company’s current views with respect to future events and

are subject to certain known and unknown risks, uncertainties, and assumptions.

Many factors could cause actual results, performance,

or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied

by such forward-looking statements, including, among others, risks related to the following:

NioCorp’s ability to operate

as a going concern;

NioCorp’s requirement of significant additional capital;

NioCorp’s ability to receive sufficient

project financing for the construction of the Elk Creek Project on acceptable terms or at all;

NioCorp’s ability to receive

a final commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all ;

NioCorp’s ability

to recognize the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of

the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next 18 months;

NioCorp’s ability

to continue to meet Nasdaq listing standards;

risks relating to the 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 or the Yorkville Equity Facility Financing

Agreement may impair NioCorp’s ability to obtain additional financing;

covenants contained in agreements with NioCorp’s

secured creditors that may affect its assets;

NioCorp’s limited operating history;

and current estimates

and assumptions regarding the Yorkville Equity Facility Financing Agreement and its benefits.

Such forward-looking statements

reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties,

and assumptions.

Many factors could cause actual results, performance, or achievements to be materially different from any future

results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others,

risks related to the following:

NioCorp’s ability to operate as a going concern;

NioCorp’s requirement of significant

additional capital;

NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project

on acceptable terms, or at all;

NioCorp’s ability to achieve the required milestones and receive the full $10.0 million

in reimbursement under the DoD Agreement;

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, 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;

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

NioCorp’s limited operating

NioCorp’s history of losses;

material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material

weaknesses and the timing of remediation;

the possibility that NioCorp may qualify as a PFIC under the Code;

the potential that

the 2023 Transactions 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;

cost increases for NioCorp’s exploration and,

if warranted, development projects;

a disruption in, or failure of, NioCorp’s information technology systems, including those

related to cybersecurity;

the material weaknesses in NioCorp’s internal control over financial reporting,

NioCorp’s efforts to remediate such material weaknesses and the timing of remediation;

the possibility that NioCorp may

qualify as a PFIC under the Code;

the potential that the 2023 Transactions could result in NioCorp becoming subject to materially

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

cost increases for NioCorp’s exploration and, if warranted, development projects;

a disruption in, or failure of, NioCorp’s

information technology systems, including those related to cybersecurity;

equipment and supply shortages;

variations in the market demand for, and prices of, niobium, scandium,

titanium and rare earth products;

current and future offtake agreements, joint ventures, and partnerships;

NioCorp’s ability

to attract qualified management;

variations in the market

demand for, and prices of, niobium, scandium, titanium and rare earth products;

current and future offtake agreements, joint ventures,

and partnerships, including our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable

terms or at all;

NioCorp’s ability to attract qualified management;

estimates of mineral resources and reserves;

mineral exploration and production activities;

study results;

exploration and production activities;

feasibility study results;

the results of metallurgical testing;

the results of technological research;

changes in demand for and price of

commodities (such as fuel and electricity) and currencies;

competition in the mining industry;

changes or disruptions in the securities

legislative, political or economic

developments, including changes in federal

and/or state laws that may significantly affect the mining industry;

the impacts of climate change, as well as actions taken or

required by governments related to strengthening resilience in the face of potential impacts from climate change;

obtain permits and comply with laws and regulations and other regulatory requirements;

the timing and reliability of sampling

and assay data;

the possibility that actual results of work may differ from projections/expectations or may not realize the perceived

potential of NioCorp’s projects;

risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties

or interruptions;

the possibility of cost overruns or unanticipated expenses in development programs;

operating or technical difficulties

in connection with exploration, mining, or development activities;

the results of technological

changes in demand for and price of commodities (such as fuel and electricity) and currencies;

competition in the mining

changes or disruptions in the securities markets;

legislative, political or economic developments, including changes

in federal and/or state laws that may significantly affect the mining industry;

trade policies and tensions, including tariffs;

inflationary pressures;

the impacts of climate change, as well as actions taken or required by governments related to strengthening

resilience in the face of potential impacts from climate change;

the need to obtain permits and comply with laws and regulations

and other regulatory requirements;

the timing and reliability of sampling and assay data;

the possibility that actual results

of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects;

of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;

the possibility of

cost overruns or unanticipated expenses in development programs;

operating or technical difficulties in connection with exploration,

mining, or development activities;

management of the water balance at the Elk Creek Project site;

land reclamation requirements related to the Elk Creek Project;

the speculative nature of mineral exploration and development,

including the risks of diminishing quantities of grades of reserves and resources;

land reclamation requirements

related to the Elk Creek Project;

the speculative nature of mineral exploration and development, including the risks of diminishing

quantities of grades of reserves and resources;

claims on the title to NioCorp’s properties;

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vary materially from those described herein.

This list is not exhaustive of the factors that may affect any of the Company’s

This list is not exhaustive of the factors that may affect

any of the Company’s

forward-looking statements.

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filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available on our website, free of charge, as

soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the United States

Securities and Exchange Commission (the “SEC”).

The SEC maintains an internet site that contains reports, proxy and

information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

do not intend to send security holders a printed version of our Annual Report as it will be available online.

soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC.

The SEC maintains

an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically

with the SEC (http://www.sec.gov).

We do not intend to send security holders a printed version of our Annual Report as it will

be available online.

maintain a Code of Conduct, a copy of which may be found on our website in the “About Us” section under the main title

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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-K

Item 1. Business