NIOCORP DEVELOPMENTS LTD 10-K

ITEM 2. PROPERTIES Elk Creek Project, Nebraska Our principal mineral property is the Elk Creek Property, a niobium, scandium and titanium development stage property. The Elk Creek Project has established indicated and inferred resources along with probable reserves and the Company has completed a feasibility study for the project. The below information is in part summarized or extracted from our S-K 1300 Elk Creek Technical Report Summary, which was filed as Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and is incorporated by reference into this Annual Report on Form 10-K. The Company does not have any other material properties. The qualified persons responsible for the S-K 1300 Elk Creek Technical Report Summary are Dahrouge Geological Consulting USA Ltd.; Understood Mineral Resources Ltd.; Optimize Group; Tetra Tech; Adrian Brown Consultants Inc.; Metallurgy Concept Solutions; Magemi Mining Inc.; L3 Process Development; A2GC; Scott Honan, M.Sc, SME-RM, NioCorp; Dumas Contracting Ltd.; Mahmood 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 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 Company. Mr. 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. Honan has verified the data disclosed herein. Property Description and Location The Elk Creek Property is a carbonatite deposit located in Johnson County, southeast Nebraska, USA. The carbonatite contains elements of economic significance, including niobium, titanium, and scandium, as well as potential economic significance for rare earth products. The Elk Creek Property is situated as shown below and is located within the USGS Tecumseh Quadrangle Nebraska SE (7.5 minute series) mapsheet in Sections 1-6, 9-11; Township 3N; Range 11E and Sections 19-23, 25-36; Township 4N, Range 11E, at approximately 40°16’ north and 96°11’ west in the State of Nebraska, in central USA. The Elk Creek Property is approximately 45 miles southeast of Lincoln, Nebraska, the state capital of Nebraska. 25 Title and Ownership Land in the project area is exclusively owned by private entities, and there is no federal or state land in the project area. The Company has secured its rights to the project area by purchasing land from private landowners or by entering into agreements with the landowners as described below. The 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. As of June 30, 2025, the total book value of the Elk Creek Property and associated buildings and equipment was $16.9 million. On 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. The 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. The current optioned land package covers an area of 1,272 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. In general, exercise of an OTP is accomplished by paying the greater of a fixed amount per acre or a multiple of the appraised value at the time of purchase. 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 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, 2025, the Company was obligated to make payments totaling approximately $101,000 over the next 15 years to maintain our rights under these OTPs. Details on the current OTPs held by the Company are shown in the table below. 26 Active Lease Agreements (OTPs) Covering the Elk Creek Project as of September 2025 Agreement Identifier Acres Agreement Expiry Woltemath002 375.15 04-Dec-29 Heidemann005 196.57 16-Mar-30 Nielsen001 249.32 25-Jun-30 Woltemath003J 220.00 25-Mar-30 Beethe007 163.75 20-Jan-31 Shuey001 80.00 27-May-40 The OTPs are between NioCorp’s subsidiary ECRC and the individual landowners. Land subject to the OTP agreements is currently used for agricultural purposes, including growing row crops (corn and soybeans) and pasturing livestock. The land owned by ECRC 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. 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. The agreements that involve mineral rights include a 2% NSR royalty attached with the OTP. The OTPs grant the Company an exclusive right to explore and evaluate the property for the term thereof, with an option to purchase the surface rights or a combination of the mineral and surface rights at any time during the term. As the Woltemath80S agreement was limited to an option to purchase the surface rights only, it does not contain an NSR provision. Land Tenure Map as of September 2025 The current estimated mineral resource and reserve is wholly contained within land owned by the Company and parcel Woltemath003J. The Company considers these two properties to be the only properties on which the Company’s development of the Elk Creek Project is substantially dependent. As part of the OTPs, where required, the Company has also secured surface rights, which allow for access to the land for drilling activities and associated mineral exploration and project development work. 27 Accessibility, Physiography, Climate and Infrastructure The Elk Creek Property is easily accessible year-round as it is situated approximately 45 miles southeast of Lincoln, Nebraska, the state capital, and approximately 68 miles south of Omaha, Nebraska. Access to the site can be completed via road or from one of the regional airports. There are several regular flights to both Lincoln and Omaha; however, the Elk Creek Property is most easily accessible from Lincoln. From Lincoln Municipal Airport, the Elk Creek Property is accessed via paved roads on the main network and a secondary network of gravel roads. The drive from the Lincoln Municipal Airport to the property is typically 1 hour and 15 minutes, and from Omaha’s Eppley Airport, the drive is approximately 1 hour and 45 minutes. The Elk Creek Property is immediately adjacent to paved Nebraska state highway 50, and the mineral resource and mineral reserve are centered in Township 4N, Range 11E, Section 33. This section is immediately southwest of the junction of Nebraska state highways 50 and 62. Rail access is available in the town of Elk Creek, which is located 3 miles east of the project area. Water is available at the project site from a well, as well as from Elk Creek, which crosses Section 33. Water is also available from the Johnson County Rural Water system, which has distribution infrastructure on the north side of the Section 33 and from the Pawnee County Rural Water system, which has distribution infrastructure on the south side of Section 33. Electricity is provided at the Company’s 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 (5 miles south), Pawnee City (10 miles south) and Syracuse (27 miles north). Due to the project’s location in Nebraska, there are no ports nearby. Southeast Nebraska is situated in a humid continental climate (Dfa) on the Köppen climate classification system. In eastern Nebraska, this climate is generally characterized by hot humid summers and cold winters. Average winter temperatures vary between 13°F to 35°F. Average summer temperatures vary between 64°F to 90°F. Exploration, construction and operational activities may be conducted all year round. Average monthly precipitation (rain and snowfall) varies between 0.9 and 5.0 inches. Average yearly precipitation is between 31 and 33 inches with an average yearly snowfall of approximately 28 inches. Nebraska is located within an area known for tornadoes which runs through the central U.S. where thunderstorms are common in the spring and summer months. Tornadoes primarily occur during the spring and summer and may occur into the autumn months. There are several local communities near the Elk Creek Property, including Elk Creek and Tecumseh, that will provide local housing for the Elk Creek Project. There are a number of other communities within driving distance and the large cities of Lincoln and Omaha are within reasonable driving distance. Mining activities currently taking place in the area are limited to limestone and aggregate operations to support the local cement manufacturing and construction industries. The Elk Creek Project is expected to incorporate surface and underground infrastructure, as well as tailings storage facilities. The offsite infrastructure is expected to include a new high voltage transmission line constructed by the local utility company and providing power to an on-site primary sub-station and a natural gas pipeline built by the owner of the interstate pipeline. Water used for all on-site process needs and activities will be supplied from mine dewatering activities, local groundwater wells and from a local water utility. See “ 2022 Elk Creek Feasibility Study ” below for additional information regarding proposed infrastructure related to the Elk Creek Project. The local topography of eastern Nebraska is relatively low-relief with shallow rolling hills intersected by shallow river valleys. Elevation varies from about 1,066 to 1,280 ft above sea level. Bedrock outcrop exposure is nonexistent in the Elk Creek Project area. The majority of the area around the Elk Creek Project is used for cultivation of corn and soybeans, along with uses as grazing land. Native vegetation typical of eastern Nebraska is upland tall-grass, prairie and upland deciduous forests. 28 Geology and Mineralization Geology The Elk Creek Property includes a carbonatite that has intruded older Precambrian granitic and low- to medium-grade metamorphic basement rocks. The carbonatite is an elliptical magmatic body with a northwest-trending long axis perpendicular to the strike of the Midcontinent Rift System, near the northern part of the Nemaha uplift. The carbonatite consists predominantly of dolomite, calcite and ankerite, with lesser chlorite, barite, phlogopite, pyrochlore, serpentine, fluorite, sulfides, bastnasite, monazite, and quartz. It is, however, believed from stratigraphic reconstruction based on drill core observation in the area that the carbonatite is unconformably overlain by approximately 200 m of essentially flat-lying Palaeozoic marine sedimentary rocks, including carbonates, sandstones and shales of Pennsylvanian age. Mineralization The property hosts niobium, titanium, and scandium mineralization as well as REE mineralization that occurs within the Elk Creek carbonatite. The current known extents of the carbonatite unit are approximately 950 m along strike, 300 m wide, and 750 m in dip extent, below the unconformity. Niobium, titanium, scandium, and rare earths are considered the main elements of interest. The deposit contains significant concentrations of niobium. 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 mineral pyrochlore, while the balance occurs in an iron-titanium-niobium oxide mineral of varying composition. Within the Elk Creek carbonatite, a host of other elements exist with varying degrees of concentration. The Company has completed both whole rock analysis and multi-element analysis on all samples for the 2014 drilling program, described below, plus resampling of selected historical core/pulps between 2011 and 2014. Historical Exploration Drilling at the Elk Creek Property was conducted in three phases. The first was during the 1970’s and 1980’s by the Molybdenum Company of America (“Molycorp”), the second in 2011 by Quantum Rare Earth Developments Corp (“Quantum” - NioCorp under its former name), and the third and latest program from 2014 to 2016 by NioCorp. To date, 129 diamond core holes have been completed for a total of 64,981 m over the entire geological complex. Of these, a total of 48 holes (33,909 m) have been completed to date in the mineralized area and are used in the current mineral resource and reserve estimates. Five additional holes, with a total length of 3,353.1 m, were drilled for hydrogeologic and geotechnical purposes in 2015. No sampling has been completed of these five holes to date and therefore they have not been considered for the mineral resource or reserve estimates. All drilling has been completed using a combination of Tricone, Reverse Circulation (“RC”) or Diamond Drilling (“DDH”) in the upper portion of the hole within the Pennsylvanian sediments. All drilling within the underlying carbonatite has been completed using DDH methods. Summary of Drilling Database within Elk Creek Deposit Area Year Company Number of Holes Average Depth (m) Sum Length (m) 1973-1986 Molycorp 27 596.6 16,108.2 2011 Quantum 3 772.6 2,317.7 2014 to present NioCorp 18 845.4 15,482.8 Total 48 700.9 33,908.7 29 Molycorp, 1973-1986 Between 1973 and 1974, Molycorp completed six drillholes: EC-1 to EC-4, targeting the Elk Creek anomaly, and two other holes outside the Elk Creek anomaly area. Drillholes were typically carried out by RC drilling through the overlying sedimentary rocks and diamond drilling through the Ordovician-Cambrian basement rocks. Molycorp continued their drill program from 1977 and, in May 1978, Molycorp made its discovery of the current mineral resource with drillhole EC-11. EC-11 is located on Section 33, Township 4N, and Range 11. The carbonatite hosting the Elk Creek Project was intersected at a vertical depth of 203.61 m (668 ft). Molycorp continued its drilling program through to 1984, which mainly centered on the Elk Creek Project within a radius of roughly 2 km. By 1984, Molycorp had completed 57 drillholes within the Elk Creek gravity anomaly area, which included 25 drillholes over the Elk Creek Project area. From 1984 to 1986, drilling was focused on the Elk Creek gravity anomaly area. The anomaly area is roughly 7 km in diameter and drilling was conducted on a grid pattern of approximately 610 m by 610 m (roughly 2,000 ft by 2,000 ft) with some closer spaced drillholes in selected areas. By 1986, a total of 106 regional drillholes were completed for a total of approximately 46,797 m (153,532 ft). The deepest hole reached a depth of 1,038 m (3,406 ft) and bottomed in carbonatite. Quantum, 2011 In 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. The 2011 program consisted of five inclined drillholes, totaling 3,420 m of NQ size diameter core. Inclusive of this total, three drillholes, totaling 2,318 m, were drilled into the known Elk Creek deposit. NioCorp, 2014 to Present NioCorp commenced drilling on the Elk Creek Property using a three-phased program. The three-phased program was originally based on 14 drillholes for approximately 12,150 m (announced in a press release on April 29, 2014), but was subsequently expanded during the program to 18 drillholes for approximately 15,482 m. Three of the 18 drillholes were drilled for the purpose of metallurgical characterization and process development studies. Two of these drillholes, NEC14-MET-01 and NEC14-MET-02, were not assayed, while NEC14-MET-03 was quarter cored with one quarter being assayed and the remainder used for metallurgical testwork. The drilling has been orientated to intersect the geological model from the southwest and northeast (perpendicular to the strike), with the exception of NEC14-011 and NEC14-012, which were oriented southeast and northwest, respectively. During fiscal year 2022, NioCorp collected a total of 1,095 samples originating from 18 diamond drill holes completed by MolyCorp, as discussed above. These samples were collected, and subsequently assayed, in order to fill in gaps in our records regarding REE grades and tonnage that may exist in the deposit. Assaying was conducted at Actlabs in Ancaster, Ontario. The assay results were subjected to a Quality Assurance and Quality Control (“QA/QC”) program consistent with industry best practices. Internal Controls NioCorp 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 a secondary lab (SGS Canada Inc.). 30 Sample tickets were assigned initially at the core shed using barcodes with duplicate tickets placed inside and on the outside of the bag. Sample identification was confirmed using barcode labelling and visual sample type comparisons before sample shipment. The use of barcoded samples ensured both shipment forms and analytical labs used accurate information. Multiple types of QC samples were inserted at this stage of the process, which includes the following: ● Field quartz blanks (1 in 20, or 5%) were inserted within or immediately after samples collected from mineralized intervals, targeting zones of elevated visual mineralization, where possible. ● CRMs (1 in 20, or 5%) were inserted in the field with the sample sequence. ● Field quarter-core duplicates (1 in 20, or 5%) were inserted to test mineralization and sampling variability. Additional details on the QA/QC program can be found in Section 8 of the S-K 1300 Elk Creek Technical Report Summary. Mineral deposits, including the Elk Creek deposit, are inherently uncertain because of variability at all scales and sparse sampling. In addition to uncertainty associated with estimation, there are specific risks and sources of uncertainty associated with the Elk Creek deposit. See Item 1A., Risk Factors. S-K 1300 and other similarly purposed International Codes (JORC, 2012; NI 43-101, 2014) are designed to require disclosure to the public of risks relating to mineral resource and reserve estimation as identified and evaluated by a qualified person. The qualified persons responsible for the S-K 1300 Elk Creek Technical Report Summary address the technical risks in various sections and consider that no material technical risks are identified. 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. 2022 Elk Creek Feasibility Study During fiscal year 2022, the Company launched geological, metallurgical, engineering, and other analyses to assess the feasibility of adding REE production to its plans once sufficient work has been completed. The Company and its consultants were required to complete additional assays of historical drill core to fill data gaps in the existing resource database to establish an REE mineral resource. The mine plan was also updated and the S-K 1300 Elk Creek Technical Report Summary was filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022. The S-K 1300 Elk Creek Technical Report Summary was based on the economic and process results of the feasibility study conducted by the qualified persons, which were also presented in the 2022 NI 43-101 Elk Creek Technical Report. The Elk Creek Project is planned as an underground mining operation using a long-hole stoping mining method and paste backfill, operating with a processing rate of 2,764 tonnes per day. Expected total production over the 38-year mine life includes 171,140 tonnes of payable niobium, 3,676 tonnes of Sc 2 O 3 , and 431,793 tonnes of TiO 2 . Estimated up-front direct capital costs are $760 million, in addition to indirect costs of $187 million, pre-production capital costs of $92 million, an overall contingency of $102 million, and pre-production net revenue credit of $257 million. Financial Analysis Included in the 2022 Elk Creek Feasibility Study The metrics reported in the S-K 1300 Elk Creek Technical Report Summary are based on the cash flow model results. The metrics are on both a pre-tax and after-tax basis, on a 100% equity basis with no Elk Creek Project financing inputs and are in first quarter 2019 U.S. constant dollars. Foreign exchange impacts were deemed negligible as most, if not all, costs and revenues are denominated in U.S. dollars. Key criteria used in the analysis are discussed in detail throughout this section. 31 Principal Project Assumptions Included in the 2022 Elk Creek Feasibility Study Description Value Pre-Production Period 4 years Process Plant Life 38 years Mine Operating Days per Year 365 Mill Operating Days per Year 365 Discount Rate, End of Period @ 8% Commercial Production Year 2025 Summary of Key Evaluation Metrics Included in the 2022 Elk Creek Feasibility Study Description Value Ore Mined (kt) 36,655 Ore Mining Rate (t/d) 2,764 Niobium Grade 0.81% Scandium Grade (parts per million, “ppm”) 70.2 TiO 2 Grade 2.92% Contained Nb 2 O 5 (kt) 297 Contained Sc (t) 2,573 Contained TiO 2 (kt) 1,071 Total Ore Processed (kt) 36,655 Processing Rate (kt/y) 1,009 Average Recovery, Nb 2 O 5 82.4% Average Recovery Sc 93.1% Average Recovery TiO 2 40.3% Recovered Nb 2 O 5 (kt) 245 Recovered Sc (t) 2,395 Recovered TiO 2 (kt) 432 Realized Market Prices Nb ($/kg) $46.55 TiO 2 ($/kg) $0.99 Sc 2 O 3 ($/kg) $3,674 Payable Metal Nb (t) 171,140 Sc 2 O 3 (t) 3,676 TiO 2 (t) 431,793 32 Summary Projected Economic Results Included in the 2022 Elk Creek Feasibility Study Description Value ($000) Total Gross Revenue $21,899,726 Operating Costs: Mining Cost (1,553,325) Process Cost (3,911,116) Site G&A Cost (300,400) Concentrate Freight Cost (10,472) Other Infrastructure Costs (200,407) Water Management Cost (609,195) Tailings Management Cost (73,822) Property Tax (217,540) Royalties (300,503) Annual Bond Premium (5,500) Total Operating Costs (7,182,280) Operating Margin (EBITDA (1) ) 14,717,445 Effective Tax Rate 16.42% Total Taxes (2,246,186) Working Capital - Operating Cash Flow $12,471,258 Totals may not sum due to rounding. (1) 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. Capital Cost Estimates Included in the 2022 Elk Creek Feasibility Study The following table shows the breakout in LoM initial capital and sustaining capital cost estimates (excluding closure and reclamation of $44 million), which total $1,562 million. This includes a total initial capital cost of $1,141 million, including a 10% contingency. ($000,000) Description Initial Sustaining Total Capitalized Preproduction Expenses $ 77 $ - $ 77 Site Preparation and Infrastructure 41 15 56 Processing Plant 367 96 464 Water Management and Treatment 74 24 97 Mining Infrastructure 257 198 455 Tailings Management 21 79 100 Site Wide Indirects 7 - 7 Processing Indirects 96 - 96 Mining Indirects 41 - 41 Commissioning 15 - 15 Owner’s Costs 34 - 34 Mine Water Management Indirects 9 - 9 Contingency 102 9 111 Total Capital Costs $1,141 $422 $1,562 Totals may not sum due to rounding. 33 Operating Cost Estimates Included in the 2022 Elk Creek Feasibility Study The following LoM unit operating costs include the pre-production and first/last years of production. Description LoM $/t ore Mining Cost $42.38 Process Cost 106.70 Water Management Cost 16.62 Site G&A Cost 8.20 Other Infrastructure 5.47 Tailings Management Cost 2.01 Other Expenses 6.22 Subtotal 187.59 Royalties/Annual Bond Premium 8.35 Total LoM Operating Costs $195.94 Totals may not sum due to rounding. Planned Mining Operations The Elk Creek Project is planned as an underground mining operation using a long-hole stoping mining method and paste backfill, with shaft access to minimize development through water bearing horizons. The mine will utilize jumbo drills for lateral development and tophammer and down-the-hole drills for vertical development and production stoping. Rock bolters will be used for ground support and probe holes will be used to support mine grouting where required. Ore will be remotely mucked from the bottom stope accesses using 14 tonne Load-Haul-Dump units (“LHD”). The LHDs will transport the ore to an ore pass directly or to remuck bays to maximize the efficiency of the stope mucking operations. When needed, a second LHD and a fleet of 40 tonne haul trucks will be used to transport ore from the remuck bays to the grizzly feeding the underground material handling system. Multiple remuck bays are used on each level to avoid interference between the LHD and the haul trucks. The ore is fed through the grizzlys with rock breakers into an underground crusher (the “Primary Crusher”) and via a material handling system to the surface. Planned Processing Operations Planned ore process operations include mineral processing, hydrometallurgical processing (“Hydromet”), and pyrometallurgical processing (“Pyromet”) housed in separate buildings. The mineral processing building will house all of its equipment within a single large building. Ore from the Primary Crusher (located in the underground mine) will be fed to the secondary cone crusher system, operating in closed circuit with a double deck screen. The screen undersize from the cone crusher system will be fed to a high-pressure grinding roll unit (“HPGR”), operating in closed circuit with another double deck screen. The HPGR screen undersize is the comminution product that will report to the Hydromet process. The Hydromet plant building will be a multi-level engineered steel structure, which will house equipment on two levels. Ore from mineral processing will be fed through 15 individual processes required to separate the three recoverable products. The purpose of the Hydromet processing steps is to leach the pay metals into solution using two separate acid leaches (Hydrochloric Acid Leach and Sulfuric Acid Bake), remove impurities, separate the three pay metals, and perform precipitation/processing to final solid oxide forms. Outputs from the Hydromet process include saleable TiO 2 and Sc 2 O 3 , with Nb 2 O 5 reporting to the Pyromet plant for final processing. The Hydromet plant will be supported by a Hydrochloric Acid Regeneration plant and a Sulfuric Acid Plant. The Pyromet building will house most of its equipment within a single building. The purpose of the Pyromet plant is to reduce the Nb 2 O 5 coming from the Hydromet plant by converting it into a saleable FeNb metal. Aluminum shots and iron oxide pellets will be introduced to an electric arc furnace on a continuous basis along with fluxing agents and Nb 2 O 5 to produce a saleable ferroniobium metal. Proposed Production Plan and Schedule Based on the 2022 Elk Creek Feasibility Study, the operating mine life is approximately 38 years with a nominal processing rate of 2,764 tonnes per day. The Elk Creek Project timeline is based on 39 months to mechanical 34 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 no financing constraints. The 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. Proposed Tailings Storage The tailings produced by the process plant will consist of filtered water leach residue, calcined excess oxide, and slag. Four engineered and lined tailings storage facilities (“TSFs”) will be constructed sequentially to contain the tailings over the life 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: a composite-lined tailings solids storage area; and an area with double lined containment, including a leak collection and recovery system for management of stormwater runoff and drainage from the tailings solids. The TSFs will store predominantly dry (i.e., not in a slurry consistency) tailings from the plant with embankment construction based on a “downstream” construction method. Facility closure is considered in the design. Proposed Salt Management The crystalline salt produced as a waste product of heating and evaporating brine from the reverse osmosis (“RO”) water treatment plant will be transported by conveyor to the temporary salt staging area and then be transported by truck to the dedicated salt management cells (“SMC”). Two SMCs will be constructed sequentially to contain the salt over the life of the project and would contain approximately 1.63 million cubic meters of salt. The SMCs design will incorporate a composite-lined storage area with double-lined containment including a leak collection and recovery system for management of stormwater runoff and drainage. Proposed Water Management For the first several years of construction, the advancement of the shaft and underground workings will require limited dewatering, anticipated to be through lower-level sumping and pumping for surface collection and disposal. Initially, water will be stored in the lined SMC #1 during construction or will be trucked off-site for treatment at a local publicly owned treatment works. Excess water in the SMCs will be spray evaporated within the footprint of the SMC, to avoid the reintroduction of soluble salts into the water treatment system. Temporary on-site storage or off-site shipment and disposal of the crystallizer solid waste may be necessary until construction of SMC #1 is completed. Once full operations commence, we anticipate a shortfall of approximately 3,700 gallons per minute of operational and processing water, as the underground mine dewatering is only expected to produce 1,000 gallons per minute. To make up this shortfall, we would purchase fresh water from a local utility and from local landowners. Once tailings begin being deposited in the TSF, internal contact water (from residual moisture in the tailings and precipitation falling within the impoundment footprint) will need to be actively managed. This water will be collected and treated using lime softening to precipitate hydroxide and carbonate solid forms for many of the inorganic constituents. The treated water will be filtered to remove the solids (which will be returned to the TSF for disposal), and the clean water will be pumped to the process plant RO system for further treatment. The clean water from the process plant RO unit will be used in the process plant, and the reject concentrate will be crystallized and deposited into the SMCs. Proposed Source of Power The local power utility (Omaha Public Power District) will provide power from nearby transmission lines to the site. This will require that an approximate 18-mile transmission line be installed by the utility to provide the site sub-station with the required site power demand. The local power utility will also design and install the main substation that will be owned and maintained by the utility. This infrastructure will be paid back through rate charges on the electrical usage. 35 Proposed Source of Natural Gas Natural gas, to be used throughout the Elk Creek Project during the construction and operation phases of the project, will be brought to the site via pipeline from the local utility company. NioCorp has a natural gas transportation contract with Tallgrass Energy, which operates the Rockies Express (“REX”) pipeline. Tallgrass will construct a 45 kilometer (28 mile) gas pipeline lateral from the main REX pipeline system in Kansas to the project site. The lateral will be sized to provide a minimum of 27.5 dekatherms of gas per day. Natural gas will be distributed to all on-site facilities utilizing buried high-density polyethylene natural gas distribution pipe. Natural gas piping above ground and located inside of facilities will consist predominately of carbon steel pipe. Maximum on-site pipeline distribution pressure will be 100 pounds per square inch gauge. Natural gas will be used for facility heating, water heating, and for gas-fired process equipment. Markets Market studies for niobium, TiO 2 , and Sc 2 O 3 are an important part of the proposed Elk Creek operation. These commodities, especially niobium and Sc 2 O 3 , are thinly traded without an established publicly available price discovery mechanism. Hence, detailed third-party market studies provide the basis for assumptions used in the economic analysis. The economic analysis in the 2022 Elk Creek Feasibility Study used the 2019 U.S. dollar base price of $47/kg Nb as the forward-looking price for steel grade (65%) ferroniobium based on published independent third-party reports. The base price is adjusted to a realized price to account for the discount provisions contained in the two ferroniobium offtake agreements that the Company has concluded. NioCorp engaged OnG Commodities LLC (“OnG”) to produce a market assessment in April 2017. The study examines current scandium production trends (approximately 20 tons/year) from existing and emerging producers plus an outlook for supply to 2028. The 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. No formal market study was done for TiO 2 as it only represents 2% of overall revenue in the economic analysis. All market information for titanium and TiO 2 is derived from USGS Commodity Market Summaries (Bedinger, 2019). Taxation Rates Included in the 2022 Elk Creek Feasibility Study Taxes that may be levied on the Elk Creek Project include corporate income tax rates of 21% for federal and 5.84% for Nebraska. The Elk Creek Project is eligible for federal depletion allowances and credits, as well as various state incentives. The calculated effective income tax rate for the Elk Creek Project is 16.42% for the 2022 Feasibility Study. Design Considerations for Environmental Performance The current mine design incorporates the following strategies and technologies designed to minimize environmental impacts of operation: ● Zero Process Liquid Discharge: The Elk Creek facility will now operate as a “Zero Process Liquid Discharge” facility, with no releases of process liquids. Instead, both 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. ● Additional Protection of Groundwater Resources Through Artificial Ground Freezing: The Elk Creek Project’s new mine design will utilize artificial ground freezing as part of the process of sinking the production and ventilation shafts. Artificial ground freezing creates a temporary frozen barrier that helps to protect groundwater resources in the area while shaft-sinking operations are underway. ● Avoidance 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 36 property. This reduced the expected environmental impacts and allowed the Elk Creek Project to secure a Clean Water Act Section 404 permit from the USACE under the Nationwide Permit Program, a much more efficient and less expensive process than an individual Section 404 permit. No other NEPA-level federal permits are now expected to be required for the Elk Creek Project. ● Recycling of Reagents Used in Mineral Processing: Metallurgical and process advances made in 2016 and 2017 are expected to help reduce the volume of material planned for disposal in the Elk Creek Project’s tailings storage areas. As more of this material is recycled, the environmental footprint of the Elk Creek Project is reduced. ● Utilizing Tailings as Underground Mine Backfill: We plan to fill underground voids concurrently with mining operations using a paste backfill material that contains mine waste material that typically would be stored in above-ground tailings storage areas. The Company has not identified any significant encumbrances to the property it owns or holds under OTP agreements. The Company has not had any permit violations or fines since the filing of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Permitting requirements for the project have been identified. The Company holds an Air Construction Permit from the State of Nebraska and a Special Use Permit from Johnson County, both of which are necessary to allow the start of project construction. In addition, the Elk Creek Project will be required to obtain a series of permits for operations from federal, state, and local agencies. The majority of these permits are ministerial in nature and present minimal risk to the Company and typically involve the completion of an application and the payment of a nominal fee. Three permits from the state of Nebraska are discretionary in nature, where an application and fee are provided to the state and the state must make a decision as to whether or not the permit will be granted. While the risk involved in such permits is low, such discretionary permits require more processing time by the state and do require the state agency to make a decision in favor of issuance of the permit. These three permits include the following: ● Solid Waste Permit; ● Air Operating Permit; and ● Radioactive Materials License. The cost and schedule for obtaining both the discretionary and ministerial permits is included in the overall execution plan for the Elk Creek Project. Additional details on the project’s permitting requirements can be found in Section 17 of the S-K 1300 Elk Creek Technical Report Summary. Mineral 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, 2025, 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. 37 Elk Creek Project In Situ Mineral Resource Estimate (niobium, titanium, and scandium) Excluding Reserves as of June 30, 2025 Class NSR Cutoff Tonnage (Mt) Indicated $180 151.7 Nb 2 O 5 (%) Nb 2 O 5 (kt) 0.43 649.8 TiO 2 (%) TiO 2 (kt) 2.02 3,067 Sc (ppm) Sc (t) 56.42 8,558 Inferred $180 108.3 Nb 2 O 5 (%) Nb 2 O 5 (kt) 0.39 426.6 TiO 2 (%) TiO 2 (kt) 1.92 2,082 Sc (ppm) Sc (t) 52.28 5,660 Elk Creek Project In Situ Mineral Resource Estimate (rare earth oxides) Excluding Reserves as of June 30, 2025 Class NSR Cut-off Tonnage (Mt) Indicated $180 151.7 La 2 O 3 (%) La 2 O 3 (kt) Ce 2 O 3 (%) Ce 2 O 3 (kt) Pr 2 O 3 (%) Pr 2 O 3 (kt) 0.0766 116.2 0.1320 200.2 0.0140 21.3 Nd 2 O 3 (%) Nd 2 O 3 (kt) Sm 2 O 3 (%) Sm 2 O 3 (kt) Eu 2 O 3 (%) Eu 2 O 3 (kt) 0.0511 77.5 0.0116 17.6 0.0040 6.0 Gd 2 O 3 (%) Gd 2 O 3 (kt) Tb 2 O 3 (%) Tb 2 O 3 (kt) Dy 2 O 3 (%) Dy 2 O 3 (kt) 0.0096 14.6 0.0011 1.6 0.0044 6.7 Ho 2 O 3 (%) Ho 2 O 3 (kt) Er 2 O 3 (%) Er 2 O 3 (kt) Tm 2 O 3 (%) Tm 2 O 3 (kt) 0.0006 1.0 0.0015 2.2 0.0002 0.3 Yb 2 O 3 (%) Yb 2 O 3 (kt) Lu 2 O 3 (%) Lu 2 O 3 (kt) Y 2 O 3 (%) Y 2 O 3 (kt) 0.0010 1.5 0.0001 0.2 0.0187 28.4 LREO (%) LREO (kt) HREO (%) HREO (kt) TREO (%) TREO (kt) 0.2737 415.2 0.0528 80.0 0.3265 495.2 Inferred $180 108.3 La 2 O 3 (%) La 2 O 3 (kt) Ce 2 O 3 (%) Ce 2 O 3 (kt) Pr 2 O 3 (%) Pr 2 O 3 (kt) 0.0943 102.1 0.1576 170.6 0.0163 17.7 Nd 2 O 3 (%) Nd 2 O 3 (kt) Sm 2 O 3 (%) Sm 2 O 3 (kt) Eu 2 O 3 (%) Eu 2 O 3 (kt) 0.0575 62.2 0.0116 12.6 0.0038 4.1 Gd 2 O 3 (%) Gd 2 O 3 (kt) Tb 2 O 3 (%) Tb 2 O 3 (kt) Dy 2 O 3 (%) Dy 2 O 3 (kt) 0.0090 9.8 0.0010 1.1 0.0042 4.6 Ho 2 O 3 (%) Ho 2 O 3 (kt) Er 2 O 3 (%) Er 2 O 3 (kt) Tm 2 O 3 (%) Tm 2 O 3 (kt) 0.0006 0.7 0.0014 1.5 0.0002 0.2 Yb 2 O 3 (%) Yb 2 O 3 (kt) Lu 2 O 3 (%) Lu 2 O 3 (kt) Y 2 O 3 (%) Y 2 O 3 (kt) 0.0010 1.1 0.0001 0.1 0.0182 19.7 LREO (%) LREO (kt) HREO (%) HREO (kt) TREO (%) TREO (kt) 0.3257 352.6 0.0512 55.5 0.3769 408.1 Notes: a. Classification of mineral resources in the above tables is in accordance with the S-K 1300 classification system. Mineral resources in this table are reported exclusive of mineral reserves. b. Mineral resources that are not mineral reserves do not have demonstrated economic viability. c. The mineral resources are reported at a Diluted Net Smelter Return (NSR) Cut-off of $180/tonne. d. The diluted NSR is defined as: ● ● The diluted revenue from Nb 2 O 5 , TiO 2 , and Sc per block used the following factors: ● Nb 2 O 5 Revenue: a 94% grade recovery, a 0.696 factor to convert Nb 2 O 5 to Nb, 82.36% assumption for plant recovery, and a $39.60 selling price per kg of ferroniobium as of June 30, 2022. ● TiO 2 Revenue: 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. 38 ● Sc Revenue: a 94% grade recovery, a 1.534 factor to convert Sc to Sc 2 O 3 , 93.14% assumption for plant recovery, and a $3,675 selling price per kg of scandium oxide as of June 30, 2022. ● The diluted tonnes are a 6% increase in the total tonnes of the block. e. Price assumptions for FeNb, Sc 2 O 3 , and TiO 2 as shown in note d, above, are based upon independent market analyses for each product. f. Numbers may not sum due to rounding. The rounding is not considered to be material. g. Rare Earth Oxides (REO) were evaluated as a potential by-product to the mining of niobium, titanium, and scandium; thus, the estimated values of the REOs are reported using the previously determined diluted NSR as derived from the Nb 2 O 5 , TiO 2 , and Sc mineral resources and are assigned a price of $0. h. The stated Light Rare Earth Oxides (LREO) grade (%) is the summation of La 2 O 3 (%), Ce 2 O 3 (%), Pr 2 O 3 (%), and Nd 2 O 3 (%) estimates. i. The stated Heavy Rare Earth Oxides (HREO) grade (%) is the summation of Sm 2 O 3 (%), Eu 2 O 3 (%), Gd 2 O 3 (%), Tb 2 O 3 (%), Dy 2 O 3 (%), Ho 2 O 3 (%), Er 2 O 3 (%), Tm 2 O 3 (%), Yb 2 O 3 (%), Lu 2 O 3 (%), and Y 2 O 3 (%) estimates. j. The stated Total Rare Earth Oxide (TREO) grade (%) is the summation of LREO (%) and HREO (%). k. The effective date of the mineral resource, including by-products, is June 30, 2025. Elk Creek Project Underground In Situ Mineral Reserves Estimate for Elk Creek as of June 30, 2025 Classification Tonnage (kt) Nb 2 O 5 Grade (%) Contained Nb 2 O 5 (t) Payable Nb (t) TiO 2 Grade (%) Contained TiO 2 (t) Payable TiO 2 (t) Sc Grade (ppm) Contained Sc (t) Payable Sc 2 O 3 (t) Proven - - - - - - - - - - Probable 36,656 0.81 297,278 170,409 2.92 1,071,182 431,793 70.2 2,573 3,677 Total 36,656 0.81 297,278 170,409 2.92 1,071,182 431,793 70.2 2,573 3,677 All figures are rounded to reflect the relative accuracy of the estimates. Totals may not sum due to rounding. ● The qualified person for the mineral reserve estimate is Optimize Group Inc. The estimate has an effective date of June 30, 2025. ● The 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 $180/mt. ● The estimate of mineral reserves may be materially affected by metal prices, environmental, permitting, legal, title, taxation, socio-political, marketing, infrastructure development, or other relevant issues. ● The economic assumptions used to define mineral reserve cut-off grade are as follows: ○ Annual life of mine (LoM) production rate of ~7,450 tonnes of FeNb/annum during the years of full production. ○ Initial elevated five-year production rate ~ 7,500 tonnes of FeNb/annum when full production is reached. ○ Mining dilution of ~6% was applied to all stopes and development, based on 3% for the primary stopes, 9% for the secondary stopes, and 5% for ore development. ○ Mining recoveries of 95% were applied in longhole stopes and 62.5% in sill pillar stopes. Parameter Value Unit Mining Cost 42.38 $/t mined Processing 106.70 $/t mined Water Management and Infrastructure 16.62 $/t mined Tailings Management 2.01 $/t mined Other Infrastructure 5.47 $/t mined General and Administrative 8.91 $/t mined Royalties/Annual Bond Premium 8.34 $/t mined Other Costs 6.29 $/t mined Total Cost 196.72 $/t mined Nb 2 O 5 to Niobium Conversion 69.60 % Niobium Process Recovery 82.36 % Niobium Price 39.60 $/kg TiO 2 Process Recovery 40.31 % TiO 2 Price 0.88 $/kg Sc Process Recovery 93.14 % Sc to Sc 2 O 3 Conversion 153.40 % Sc Price 3,675.00 $/kg ● Price assumptions are as follows: 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 for each product as of June 30, 2022. 39 ● Price and cost assumptions are based on the pricing of products at the “mine-gate,” with no additional down-stream costs required. The assumed products are ferroniobium (metallic alloy shots consisting of 65%Nb and 35% Fe), a titanium dioxide product in powder form, and scandium trioxide in powder form. ● The mineral reserve has an average LoM NSR of $563.06/tonne. ● Optimize Group has provided detailed estimates of the expected costs based on the knowledge of the style of mining (underground) and potential processing methods (by third-party qualified persons). ● Mineral reserve effective date is June 30, 2025. The financial model was run after the estimate of the NSR above, which reflects a total cost per tonne of $196.72 versus $189.91. This is not considered a material change. ● Price variances for commodities are based on independent market studies versus earlier projected pricing. The independent market studies do not have a negative effect on the reserve. Comparison of Mineral Resources and Mineral Reserves There were no changes in the Elk Creek Project mineral resource or reserve estimates as of June 30, 2025, as compared to the Elk Creek Project mineral resource and reserve estimates as of June 30, 2024. Environmental and Social A number of key permits and environmental management requirements have been identified for the Elk Creek Project, some of which need to be implemented as soon as practicable in order to maintain the proposed Elk Creek Project schedule. ● While not necessarily complex, the timing generally required to complete permitting through any federal regulatory agency requires that NioCorp engage key agencies (in this case the USACE and possibly the EPA) early on in Elk Creek Project development and consider the siting and orientation of facilities carefully to minimize the risk of a protracted National Environmental Policy Act analysis of the Elk Creek Project. At the present time, the Company believes that we have completed the major federal permitting actions needed for project construction, although changes to the design or location of project facilities may require that additional federal permits be obtained. ● Construction 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 from the facility and required the completion of an air quality model that demonstrates compliance with the NAAQS. On April 15, 2022, the Company announced that the Nebraska Department of Environment and Energy advised the Company that periodic extensions to the Elk Creek Project’s Air Permit are no longer required because the Company has met the regulatory definition of “construction, reconstruction, or modification of the source” since the permit was issued. ● A radioactive materials license will be needed from the Nebraska Department of Health and Human Services (“NDHHS”), Office of Radiological Health. Because of their limited experience with hard rock mining in the State of Nebraska, much less mining that includes Naturally Occurring Radioactive Material, the NDHHS may require additional information and more time to approve the Elk Creek Project under a Broad Scope License. The Company has been working with NDHHS on this aspect of project permitting since 2014. ● Documentation of existing baseline environmental conditions at the Elk Creek Project site was initiated in 2014 and will continue as needed throughout the permitting process. ● Surface water monitoring will continue throughout the permitting process and extend into construction and operations as part of the Environmental Management System and likely State of Nebraska permit requirements. ● A wetland delineation and potential jurisdictional waters assessment was conducted in late 2014 to identify wetland and drainage features within the proposed Elk Creek Project boundary which resulted in a formal JD being issued by the USACE on September 6, 2016. ● The major land-use authorization for the project was received from Johnson County, Nebraska, on December 24, 2019, in the form of a Special Use Permit for the project. This land-use permit is a necessary precursor to any project-related construction activities. County zoning permits will be required for individual buildings constructed at the site, and the County requirement is that such applications must be submitted five days before construction commences. 40 ● Closure costs for the Elk Creek Project have been estimated at just over $44 million, including approximately $13.5 million for reclamation and closure of the TSFs and $16.6 million for plant and building removal and reclamation. ● Community engagement has occurred in parallel with Nebraska field operations and has included public meetings, presentations to public agencies, communications with local and state politicians, meetings with environmental groups, and one-on-one meetings with area landowners. Other Elk Creek Project Activities On 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. The L3 team 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 mine. 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. As 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”). Phase 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. Proposed Activities At present, the Company is maintaining the Elk Creek Property in anticipation of obtaining project financing that will facilitate the construction, commissioning, and operation of the Elk Creek Project. The property is characterized as a development stage property and is expected to move to a production stage property should financing be obtained. As funds become available through the Company’s fundraising efforts, we expect to undertake the following activities: ● Continuation of the Company’s efforts to secure federal, state and local operating permits; ● Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements; ● Negotiation and completion of offtake agreements for the remaining uncommitted production of Nb, Sc, and Ti from the project, including the potential sale of Ti as titanium tetrachloride, as well as potential REE production; ● Negotiation and completion of engineering, procurement, and construction agreements; ● Completion of the final detailed engineering for the underground portion of the Elk Creek Project; ● Initiation and completion of the final detailed engineering for surface project facilities; 41 ● Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site; ● Completion of water supply agreements and related infrastructure to deliver fresh water to the project site; ● Initiation of revised mine groundwater investigation and control activities; ● 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; and ● Initiation of initial construction work at the project site. Non-GAAP Financial Performance Measures Non-GAAP financial performance measures are intended to provide additional information only and do not have any standard meaning prescribed by U.S. GAAP. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with U.S. GAAP. The 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. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable U.S. 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. 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. Corporate Headquarters We lease our principal executive office space at 7000 South Yosemite Street, Suite 115, Centennial, Colorado.