What changed in this filing

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Item 2. Properties

2025-09-11 compared with 2024-09-23 · 86 added, 111 removed, 678 unchanged (23% of the section changed)

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The Company does not have any other material properties.

qualified persons responsible for preparing the S-K 1300 Elk Creek Technical Report Summary are Dahrouge Geological Consulting

qualified persons responsible for the S-K 1300 Elk Creek Technical Report Summary are Dahrouge Geological Consulting USA

Understood Mineral Resources Ltd.;

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Adrian Brown Consultants Inc.;

Metallurgy Concept Solutions;

Metallurgy Concept

Magemi Mining Inc.;

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Scott Honan, M.Sc, SME-RM, NioCorp;

Everett Bird, P.E., Cementation;

P.E., Cementation;

Mahmood Khwaja, P.E., CDM Smith;

Martin Lepage, P.Eng, Ing., Cementation;

Dumas Contracting Ltd.;

Khwaja, P.E., CDM Smith;

and Wynand Marx, M.Eng, BBE Consulting.

A matrix of the sections for which each qualified person is responsible is included in the S-K 1300 Elk Creek Technical Report

Except for Scott Honan, none of the qualified persons is affiliated with the Company.

Honan is the Chief Operating

Officer of the Company.

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.

A matrix of the sections for which each qualified person is

responsible is included in the S-K 1300 Elk Creek Technical Report Summary, except that Dumas Contracting Ltd., as evidenced by its

consent filed as Exhibit 23.14 to this Annual Report on Form 10-K has reviewed, approved, and taken responsibility for

Sections 13.7.1, 13.7.2, 13.7.3, 13.7.4, 13.7.9, 13.7.10, 13.7.11, 13.7.12, 13.7.13, 13.7.14, 15.1.3, 15.1.4 and 23.1.8 of

the S-K 1300 Elk Creek Technical Report Summary.

Except for Scott Honan, none of the qualified persons is affiliated with the

Honan is the Chief Operating Officer of the Company.

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

Honan has verified the data disclosed herein.

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landowners as described below.

Company currently owns one approximately 225-acre parcel of land and associated mineral rights, and an additional 40 acres of

mineral rights, within the carbonatite footprint.

The Elk Creek Project’s mine infrastructure and a portion of the supporting

operations is planned to be located on this land parcel.

Ownership of the mineral rights discussed above includes a 2% NSR royalty

and grants us access to more than 90% of the Elk Creek Project’s mineral resources and mineral reserves.

Company currently owns approximately 227 acres of land and associated mineral rights, and an additional 80 acres of surface rights

and 40 acres of mineral rights, all within the carbonatite footprint.

The Elk Creek Project’s mine infrastructure and a

portion of the supporting operations is planned to be located on this land.

Ownership of the mineral rights discussed above includes

a 2% NSR royalty and grants us access to more than 90% of the Elk Creek Project’s mineral resources and mineral reserves.

of June 30, 2025, 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 on a land parcel adjacent

August 1, 2025, ECRC closed on its option to purchase three parcels of land in the project area, consisting of the property known

as Woltemath80S and approximately 1.66 acres of the property known as Woltemath002, for an aggregate purchase price of approximately

$2.7 million, pursuant to the terms of two OTPs.

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

to the Missouri River.

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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.

As of June 30, 2025, the Company was

obligated to make payments totaling approximately $101,000 over the next 15 years to maintain our rights under these OTPs.

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

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of the mineral and surface rights at any time during the term.

As the Woltemath80S agreement is limited to an option to purchase

As the Woltemath80S agreement was limited to an option to purchase

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

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of Drilling Database within Elk Creek Deposit Area

Number of Holes

Average Depth (m)

Sum Length (m)

2014 to present

1973 and 1974, Molycorp completed six drillholes:

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a depth of 1,038 m (3,406 ft) and bottomed in carbonatite.

Quantum, 2011

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

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subjected to a Quality Assurance and Quality Control (“QA/QC”) program consistent with industry best practices.

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 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

Hole Sampling Summary

/ Storage Facility

REE and Sc Assays

Samples / Mead Core Warehouse

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

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

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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 a 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.

descriptions of the risks and uncertainty associated with reported

Additional 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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tonnes per day.

The Elk Creek Project timeline is based on 39 months to mechanical completion after Authorization to Proceed,

The Elk Creek Project timeline is based on 39 months to mechanical

completion after Authorization to Proceed,

plus an additional six months of commissioning and ramp-up to 100% of production capacity for a total of 45 months and assumes

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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.

A solid 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.

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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of Permanent Impacts to Federally Jurisdictional Waters:

We designed the layout of the

Elk Creek Project to minimize or avoid permanent impacts to any federally jurisdictional

waters and/or wetlands on the property.

We designed the layout of the Elk Creek Project to minimize or avoid

permanent impacts to any federally jurisdictional waters and/or wetlands on the

This reduced the expected environmental impacts

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Elk Creek Project Activities

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.

October 30, 2024, the Company announced that it had completed bench-scale testwork at 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”), that successfully demonstrated that the process developed for extracting and recovering rare earth oxides found

in the ore at the Elk Creek Project can be used to recycle the rare earth content in rare earth permanent magnets.

was able to demagnetize and grind up permanent rare earth magnets and then leach the contained rare earth elements from the magnet.

The successful outcome of this testing opens up the possibility of accepting mixed rare earth concentrate from other mines into

the planned Elk Creek plant once it is constructed and operating to supplement the ore expected to be produced from the Elk Creek

On April 23, 2025,

the Company announced the launch of a drilling campaign (the “Campaign”) designed 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 at the Elk Creek Project.

On August 12, 2025, the Company announced the successful completion

of the Campaign.

The Campaign was inclusive of nine HQ diamond drillholes, totaling 6,817 meters of drilling.

Core processing is

currently underway with samples being sent to SGS USA for sample preparation and analysis.

The Campaign supplemented previous exploratory

drilling and operated under existing permits issued by the State of Nebraska.

The Campaign was designed to complement other technical

and economic analyses necessary to update the feasibility study for the Elk Creek Project.

An updated feasibility study is necessary

as part of the due diligence process for up to $800 million in potential debt financing that NioCorp is seeking from EXIM, as further

discussed under “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity

and Capital Resources ” below.

a result of favorable outcomes from the Campaign in terms of schedule and budget, the Company has elected to add up to an additional

six drillholes, totaling approximately 3,930 meters, which will form Phase II of the Campaign (“Phase II”).

II is designed to support the conversion of additional indicated resources into measured resources and the subsequent conversion

of additional probable mineral reserves into proven mineral reserves, as well as capturing additional hydrogeologic and geomechanical

data that will be used to continue derisking the underground mine design.

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

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of revised mine groundwater investigation and control activities;

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.

Based on the results

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

tailings impoundment and paste backfill plant designs;

Initiation of long-lead

equipment procurement activities;

Initiation of initial

construction work at the project site.

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 effort.

GAAP measures with the required

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

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