NIOCORP DEVELOPMENTS LTD 10-Q

ITEM 1. FINANCIAL STATEMENTS Contents Page Condensed Consolidated Balance Sheets as of September 30, 2025 and June 30, 2025 (unaudited) 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2025 and 2024 (unaudited) 3 Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited) 4 Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the three months ended September 30, 2025 and 2024 (unaudited) 5 Notes to condensed consolidated financial statements (unaudited) 6 - 16 1 NioCorp Developments Ltd. Condensed Consolidated Balance Sheets (expressed in thousands of U.S. dollars, except share data) (unaudited) As of September 30, 2025 June 30, 2025 ASSETS Current Cash and cash equivalents $ 162,759 $ 25,554 Prepaid expenses and other 784 1,183 Total current assets 163,543 26,737 Non-current Deposits 93 37 Investment in equity securities 3 3 Right-of-use assets 101 118 Land and buildings, net 5,750 839 Mineral properties 25,195 16,085 Total assets $ 194,685 $ 43,819 LIABILITIES Current Accounts payable and accrued liabilities $ 3,878 $ 1,795 Operating lease liability 98 98 Total current liabilities 3,976 1,893 Non-current Warrant liabilities, at fair value 18,876 6,852 Earnout liability, at fair value 20,376 5,880 Operating lease liability 14 33 Total liabilities 43,242 14,658 Commitments and contingencies Redeemable noncontrolling interest ( 68 ) 838 SHAREHOLDERS’ EQUITY Common stock, no par value, unlimited shares authorized; 100,737,151 and 58,491,196 shares outstanding, respectively 374,398 208,551 Accumulated deficit ( 221,976 ) ( 179,317 ) Accumulated other comprehensive loss ( 911 ) ( 911 ) Total shareholders’ equity 151,511 28,323 Total liabilities, redeemable noncontrolling interest, and shareholders’ equity $ 194,685 $ 43,819 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 NioCorp Developments Ltd. Condensed Consolidated Statements of Operations and Comprehensive Loss (expressed in thousands of U.S. dollars, except share and per share data) (unaudited) For the three months ended September 30, 2025 2024 Operating expenses Employee related costs $ 2,216 $ 330 Professional fees 875 450 Exploration expenditures 7,084 138 Other operating expenses 1,843 477 Total operating expenses 12,018 1,395 Change in fair value of earnout shares liability 14,496 816 Change in fair value of warrant liabilities 17,558 ( 56 ) Change in fair value of convertible notes - 17 Interest expense - 44 Foreign exchange (gain) loss ( 5 ) 8 Interest income ( 560 ) - Other gains - ( 122 ) Loss before income taxes ( 43,507 ) ( 2,102 ) Income tax benefit - - Net loss and comprehensive loss ( 43,507 ) ( 2,102 ) Less: Net loss attributable to redeemable noncontrolling interest ( 848 ) ( 31 ) Net loss and comprehensive loss attributable to the Company $ ( 42,659 ) $ ( 2,071 ) Loss per common share, basic and diluted $ ( 0.53 ) $ ( 0.05 ) Weighted average common shares outstanding, basic and diluted 76,059,283 38,361,344 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 NioCorp Developments Ltd. Condensed Consolidated Statements of Cash Flows (expressed in thousands of U.S. dollars) (unaudited) For the three months ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ ( 43,507 ) $ ( 2,102 ) Adjustments for: Change in valuation of earnout shares liability 14,496 816 Change in valuation of warrant liabilities 17,558 ( 56 ) Other gain - ( 122 ) Share based compensation 2,302 - Accretion of convertible debt - 44 Change in fair value of convertible note - 17 Yorkville share issuances - ( 1 ) Depreciation 1 1 Non-cash lease activity ( 2 ) ( 1 ) ( 9,152 ) ( 1,404 ) Change in working capital items: Prepaid expenses 398 ( 130 ) Accounts payable and accrued liabilities 2,085 892 Net cash used in operating activities ( 6,669 ) ( 642 ) CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of land ( 4,912 ) - Acquisition of mineral rights ( 9,110 ) - Deposits ( 56 ) - Net cash used in investing activities ( 14,078 ) - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of capital stock 170,253 692 Debt payments - ( 1,943 ) Related party debt draws - 33 Share issue costs ( 12,301 ) ( 2 ) Net cash provided by (used in) financing activities 157,952 ( 1,220 ) Change in cash and cash equivalents during period 137,205 ( 1,862 ) Cash and cash equivalents, beginning of period 25,554 2,012 Cash and cash equivalents, end of period $ 162,759 $ 150 Supplemental cash flow information: Conversion of debt for common shares $ - $ 501 Value of warrants issued - 2,262 Unpaid offering costs for the issuance of common shares 721 - Interest paid - - The accompanying notes are an integral part of these condensed consolidated financial statements. 4 NioCorp Developments Ltd. Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest (expressed in thousands of U.S. dollars, except for share data) (unaudited) Common Shares Outstanding Common Stock Accumulated Deficit Accumulated Other Comprehensive Loss Total Redeemable Noncontrolling Interest Balance, June 30, 2024 38,062,647 $ 163,823 $ ( 161,912 ) $ ( 911 ) $ 1,000 $ 1,534 Yorkville equity facility draws 399,250 691 - - 691 - Debt conversions 258,347 501 - - 501 - Issuance of warrants - 2,262 - - 2,262 - Share issuance costs - ( 2 ) - - ( 2 ) - Loss for the period - - ( 2,071 ) - ( 2,071 ) ( 31 ) Balance, September 30, 2024 38,720,244 $ 167,275 $ ( 163,983 ) $ ( 911 ) $ 2,381 $ 1,503 Balance, June 30, 2025 58,491,196 $ 208,551 $ ( 179,317 ) $ ( 911 ) $ 28,323 838 Equity placements 30,854,740 155,037 - - 155,037 - Warrant exercises 10,856,182 18,250 - - 18,250 - Option exercises 119,452 - - - - - Redemptions of vested shares 415,581 58 - - 58 ( 58 ) Conversion of private warrants - 2,501 - - 2,501 - Share-based compensation - 2,302 - - 2,302 - Share issuance costs - ( 12,301 ) - - ( 12,301 ) - Loss for the period - - ( 42,659 ) - ( 42,659 ) ( 848 ) Balance, September 30, 2025 100,737,151 $ 374,398 $ ( 221,976 ) $ ( 911 ) $ 151,511 $ ( 68 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 5 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 1. DESCRIPTION OF BUSINESS NioCorp Developments Ltd. (“we,” “us,” “our,” “NioCorp” or the “Company”) was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s niobium/scandium/titanium property (the “Elk Creek Project”) located in southeastern Nebraska. The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation, as discussed in Note 3. 2. BASIS OF PRESENTATION a) Basis of Presentation and Consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated. The accounting policies followed in preparing these interim condensed consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2025. Certain transactions include reference to Canadian dollars (“C$”) where applicable. In the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement of the financial position, results of operations, and cash flows as of September 30, 2025, and for all periods presented, have been included in these interim condensed consolidated financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to appropriate SEC rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2025. The interim results are not necessarily indicative of results for the full year ending June 30, 2026, or future operating periods. b) Recent Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter. Early adoption is permitted and the amendments should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures. From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption. 6 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, earnout valuation, warrant liabilities, and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. d) Basic and Diluted Earnings per Share The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders: For the Three Months Ended September 30, 2025 2024 Net loss $ ( 43,507 ) $ ( 2,102 ) Adjust: Net loss attributable to noncontrolling interest ( 848 ) ( 31 ) Net loss available to participating securities ( 42,659 ) ( 2,071 ) Net loss attributable to vested shares of ECRC Class B common stock ( 2,705 ) ( 186 ) Net loss attributed to common shareholders - basic and diluted $ ( 39,954 ) $ ( 1,885 ) Denominator: Weighted average shares outstanding – basic and diluted 76,059,283 38,361,344 Loss per Common Share outstanding – basic and diluted $ ( 0.53 ) $ ( 0.05 ) The following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares (“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the periods indicated below: Schedule of excluded from the dilutive securities For the Three Months Ended September 30, Excluded potentially dilutive securities (1)(2): 2025 2024 Options 3,644,700 2,455,500 Warrants (3) 23,488,196 20,932,985 Convertible debt - 1,920,000 Total potential dilutive securities 27,132,896 25,308,485 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. (2) Earnout Shares are excluded as the vesting terms were not met as of the end of the reporting period. (3) Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares. The remaining Warrants are each exercisable into one Common Share. 7 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 3. LIQUIDITY AND GOING CONCERN The Company incurred a loss of $ 42,659 for the three months ended September 30, 2025 (three months ended September 30, 2024 - $ 2,071 ) and had an accumulated deficit of $ 221,976 as of September 30, 2025. As a development stage issuer, the Company has not yet commenced its mining operations, has no revenue-generating capacity, and will not generate operating revenues until such time as mining operations are initiated and commercial production begins. As discussed in Note 12, on October 15, 2025, the Company closed a registered direct offering which resulted in net proceeds of approximately $ 139,147 after deducting placement agent fees and other offering expenses payable by us. As discussed in Note 7, NioCorp expects to have access to up to $ 46,917 in net proceeds from the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), through April 1, 2026. As a result of our recent financing activities, we were able to alleviate prior conditions that gave rise to substantial doubt about our ability to continue as a going concern and we have sufficient cash to fund our planned operations for the next 12 months. However, the Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives. The Company plans to continue to seek additional financing through equity issuances and continues to evaluate debt financing options. In addition, the Company may pursue additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. Other than the potential issuance of Common Shares under the Yorkville Equity Facility Financing Agreement, the Company did not have any further funding commitments or arrangements for additional financing as of September 30, 2025. The Company’s plans to obtain additional financing are subject to market conditions and other factors beyond its control, and therefore the timing and outcome of such activities cannot be predicted with certainty. 4. LAND AND MINERAL PROPERTIES On August 1, 2025, Elk Creek Resources Corp. (“ECRC”), an indirect, majority-owned subsidiary of the Company, closed on its option to purchase three parcels of land in Johnson County, Nebraska (the “August Property Purchases”). Pursuant to the terms of the applicable option to purchase agreements, the property owners sold, transferred, conveyed, and assigned to ECRC all of their rights, privileges, title, and interest in and to the surface rights with respect to one 80-acre parcel and to the surface rights and associated mineral rights with respect to the other two parcels (consisting of approximately 1.66 acres of the property). The purchase price for the August Property Purchases was calculated based on the appraised value per acre and totaled approximately $ 2,699 , including indirect costs of $ 35 . Of this amount, $ 2,650 was allocated to land and the remaining $ 49 was allocated to mineral interests. On September 30, 2025, ECRC closed on its options to purchase two parcels of land in Johnson County, Nebraska, which include: (i) a 105.77-acre parcel of land and (ii) a 220-acre parcel of land (together, the “September Property Purchases”). Pursuant to the terms of the applicable option to purchase agreements, the property owners sold, transferred, conveyed, and assigned to ECRC all of their respective rights, privileges, title, and interest in and to the surface rights and associated mineral rights with respect to the parcels. The purchase price for the September Property Purchases was calculated based on the appraised value per acre and totaled approximately $ 11,325 , including indirect costs of $ 29 . Of this amount, $ 2,263 was allocated to land and the remaining $ 9,062 was allocated to mineral interests. 8 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 5. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Schedule of account payable and accrued liabilities: As of September 30, 2025 June 30, 2025 Accounts payable, trade $ 1,986 $ 692 Trade payable accruals 1,844 1,055 Environmental accruals 48 48 Total accounts payable and accrued liabilities $ 3,878 $ 1,795 6. CLASS B COMMON STOCK OF ECRC The shares of Class B common stock of ECRC include rights under which the holders may exchange such shares into Common Shares. Certain of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting conditions (the “Earnout Shares”). Earnout Shares The Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs: September 30, 2025 June 30, 2025 Closing Common Share price $ 6.68 $ 2.33 Term (expiry) March 17, 2033 March 17, 2033 Implied volatility of our publicly traded Warrants 70.0 % 75.0 % Risk-free rate 3.97 % 4.04 % The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three-month period ended September 30, 2025: Amount Fair value as of June 30, 2025 $ 5,880 Change in fair value 14,496 Fair value as of September 30, 2025 $ 20,376 Vested Shares On August 13, 2025, 415,581 Vested Shares were exchanged for an equivalent number of Common Shares. This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted for as an equity transaction in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized. Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding offset booked to equity. As of September 30, 2025, 3,518,450 Vested Shares remained outstanding. Because Board approval for cash payment and the occurrence of a fundamental transaction that would trigger cash payment are considered unlikely, the noncontrolling interest has not been adjusted to its redemption value. As such, noncontrolling interest balance is only being adjusted for the loss attributed to the noncontrolling interest and exchanges of Vested Shares to Common Shares since the noncontrolling interest is not currently considered redeemable. 9 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 7. COMMON SHARES a) Issuance On July 18, 2025, the Company issued and sold 13,850,000 Common Shares, at an offering price of $ 3.25 per Common Share, in a registered offering (the “July 2025 Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim Group LLC (“Maxim”), dated July 17, 2025. The Company received net proceeds from the July 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 41,186 . On September 19, 2025, the Company issued and sold 10,000,000 Common Shares, at an offering price of $ 5.00 per Common Share, in a registered direct offering (the “September 2025 Registered Direct Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 17, 2025. The Company received net proceeds from the September 2025 Registered Direct Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 45,925 . On September 29, 2025, the Company issued and sold (a) 7,004,740 Common Shares at a public offering price of $6.15 per Common Share and (b) 2,755,260 pre-funded Warrants to purchase an aggregate of 2,755,260 Common Shares (the “September Pre-Funded Warrants”) at a public offering price of $6.1499 per September Pre-Funded Warrant in a confidentially marketed public offering (the “September 2025 Public Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 26, 2025. On September 30, 2025, the Company issued 2,755,218 Common Shares in connection with the cashless exercise of all of the outstanding September Pre-Funded Warrants. The Company received net proceeds from the September 2025 Public Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $55,320. b) Stock Options Schedule Of Stock Option Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Life Balance, June 30, 2025 3,020,000 $ 3.09 Granted 1,955,000 4.35 Exercised ( 200,000 ) 2.39 Cancelled/expired - - Balance, September 30, 2025 4,775,000 $ 3.64 $ 12,027 3.7 Years On August 18, 2025, the Company granted 1,955,000 Options with an exercise price of $ 4.35 and an average fair value price of $ 2.61 per Option, based on a Black-Scholes model with an average risk-free rate of 3.86 %, average share price volatility of 76.92 %, and a 4.5-year weighted average expected life. 250,000 of these Options were fully vested on the issuance date. 34% of the remaining 1,705,000 Options vested at issuance with the balance vesting equally over a two-year period in equal annual installments until August 18, 2027. For the three months ended September 30, 2025, the Company expensed $ 2,302 in the condensed consolidated statement of operations associated with the Option grants and related amortization. 10 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) c) Warrants Schedule of warrant transactions Number of Warrants Weighted Average Exercise Price Balance, June 30, 2025 29,985,922 $ 7.06 Granted 2,755,260 0.0001 Exercised ( 10,856,224 ) 1.40 Expired ( 250,000 ) 4.60 Balance, September 30, 2025 21,634,958 $ 8.91 As of September 30, 2025, the Company had outstanding exercisable Warrants, as follows: Number Exercise Price Expiry Date 413,432 3.54 December 22, 2025 315,000 2.20 June 24, 2026 662,500 1.75 November 5, 2026 1,859,080 1.75 November 13, 2026 15,666,626 11.50 March 17, 2028 1,266,742 2.31 September 17, 2028 514,045 2.07 November 5, 2029 937,533 2.07 November 13, 2029 21,634,958 2023 Private Warrants On 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, by and among the Company, GXII, and Big Red Merger Sub Ltd. In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”). The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “2023 Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “2023 Private Warrants”) to GX Sponsor II LLC (the “Sponsor”). Each 2023 Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). No fractional shares will be issued upon exercise of any 2023 Private Warrants, and fractional shares that would otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share. In no event will the Company be required to net cash settle any 2023 Private Warrant. The 2023 Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant Agreement, any 2023 Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as 2023 Public Warrants. 11 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) The Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the 2023 Private Warrants using a Black-Scholes pricing model: Key Valuation Input September 30, 2025 June 30, 2025 Closing Common Share price $ 6.68 $ 2.33 Implied volatility of our publicly traded Warrants 65.0 % 90.0 % Risk free rate 3.62 % 3.70 % Dividend yield 0 % 0 % Expected warrant life in years 2.5 2.7 As provided for in the NioCorp Assumed Warrant Agreement, during the three months ended September 30, 2025, a total of 2,281,881 2023 Private Warrants were exchanged for 2023 Public Warrants. Upon exchange, the Company recorded a non-cash loss of $ 1,217 in change in fair value of warrant liabilities in the condensed consolidated statement of operations, representing the change in fair value of the 2023 Private Warrants through the respective exercise dates. The change in the 2023 Private Warrants liability is presented below: For the Three Months Ended September 30, 2025 Fair value as of June 30, 2025 $ 2,532 Fair value adjustment for warrants exchanged 1,217 Exchange of warrants ( 2,501 ) Change in fair value 3,039 Fair value as of September 30, 2025 $ 4,287 April 2024 Warrants As previously disclosed, on April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (“Lind II”, and together with Yorkville, the “April 2024 Purchasers”) $ 8,000 aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024, between the Company and each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385 Common Shares, which are equal to 25 % of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization. The Company accounted for the April 2024 Warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that at issuance, the April 2024 Warrants should be classified as a warrant liability. During the three-month period ended September 30, 2025, all of the outstanding April 2024 Warrants were exercised. 12 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) The change in the April 2024 Warrant liability is presented below: For the Three Months Ended September 30, 2025 Fair value as of June 30, 2025 $ 489 Fair value adjustment for warrants exercised 1,318 Exercise of warrants ( 1,807 ) Fair value as of September 30, 2025 $ - The Company recorded a non-cash loss of $ 1,318 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the three-month period ended September 30, 2025, representing the change in fair value of the April 2024 Warrants through the respective exercise dates. November 2024 Warrants As previously disclosed, on November 13, 2024, the Company closed a non-brokered private placement of 2,199,602 units of the Company (the “November 2024 Units”). Each November 2024 Unit consisted of one Common Share, one Warrant (a “Series A Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a “Series B Private Warrant” and, together with the Series A Private Warrants, the “November 2024 Private Warrants”), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share. The Series A Private Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise price of $2.07 per underlying Common Share and will expire on November 13, 2029. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November 2024 Private Warrants met the definition of a derivative liability. The Company classifies the November 2024 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the November 2024 Private Warrants using a Black-Scholes pricing model: Series A Private Warrants Series B Private Warrants Key Valuation Input September 30, 2025 June 30, 2025 September 30, 2025 June 30, 2025 Closing Common Share price $ 6.68 $ 2.33 $ 6.68 $ 2.33 Historic equity volatility 97.30 % 86.14 % 76.06 % 74.26 % Risk-free rate 3.62 % 3.88 % 3.69 % 3.77 % Expected warrant life in years 1.12 1.37 4.12 4.38 The change in the fair value of the November 2024 Private Warrants is shown below: For the Three Months Ended September 30, 2025 Fair value as of June 30, 2025 $ 3,831 Fair value adjustment for warrants exercised 885 Exercise of warrants ( 1,227 ) Change in fair value 11,100 Fair value as of September 30, 2025 $ 14,589 The Company recorded a non-cash loss of $ 885 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the quarter ended September 30, 2025, representing the change in fair value of the November 2024 Series A Private Warrants and Series B Private Warrants through the respective exercise dates. 13 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) Other As of September 30, 2025, the Company has access to up to $ 46,917 in net proceeds from the Yorkville Equity Facility Financing Agreement, through April 1, 2026. No Common Shares were issued under the Yorkville Equity Facility Financing Agreement during the three-month period ended September 30, 2025. 8. Exploration Expenditures Schedule of exploration expenditures For the Three Months Ended September 30, 2025 2024 Technical studies and engineering $ 3,167 $ - Drilling 2,356 - Field management and other 657 91 Metallurgical development 247 47 Geologists and field staff 657 - Total $ 7,084 $ 138 On August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoD Agreement”) with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of Defense (“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. These milestones include, among other matters, the completion of new drilling operations at the Elk Creek Project to support the conversion of a portion of the current indicated mineral resources into measured mineral resources and the subsequent conversion of a portion of the current probable mineral reserves into proven mineral reserves, the production of samples of scandium metal and scandium-aluminum master alloys, and the completion of a new feasibility study for the Elk Creek Project. Reductions to exploration expenditures for reimbursement under the DoD Agreement will be recognized based on management’s assessment regarding the achievement of milestones set forth in the DoD Agreement. As of September 30, 2025, no individual milestones had been met. 9. Leases The Company incurred lease costs as follows: For the Three Months Ended September 30, Operating Lease Cost: 2025 2024 Fixed rent expense $ 24 $ 23 Variable rent expense 2 3 Short-term lease cost 2 3 Sublease income ( 11 ) ( 9 ) Lease cost – other operating expense: $ 17 $ 20 The maturities of lease liabilities are as follows as of September 30, 2025: Future Lease Maturities Total remaining lease payments $ 124 Less portion of payments representing interest ( 12 ) Present value of lease payments 112 Less current portion of lease payments ( 98 ) Non-current lease liability $ 14 14 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 10. Fair Value Measurements The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025, and June 30, 2025, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument and include situations where there is little, if any, market activity for the instrument. Schedule of fair values determined by level 3 inputs are unobservable data As of September 30, 2025 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 162,759 $ 162,759 $ - $ - Investment in equity securities 3 3 - - Total $ 162,762 $ 162,762 $ - $ - Liabilities: Earnout Shares liability $ 20,376 $ - $ - $ 20,376 Warrant liabilities 18,876 - 18,876 - Total $ 39,252 $ - $ 18,876 $ 20,376 As of June 30, 2025 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 25,554 $ 25,554 $ - $ - Investment in equity securities 3 3 - - Total $ 25,557 $ 25,557 $ - $ - Liabilities: Earnout Shares liability $ 5,880 $ - $ - $ 5,880 Warrant liabilities 6,852 - 6,852 - Total $ 12,732 $ - $ 6,852 $ 5,880 11. SEGMENT INFORMATION The Company has one reportable segment: the United States. The United States segment conducts exploration, development, and care and maintenance activities at the Elk Creek Project. This segment holds substantially all of the Company’s non-current assets and does not presently report any revenues from operations. Through this segment, the Company seeks to position the Elk Creek Project as a development opportunity in the strategic minerals sector. The Company’s chief operating decision maker is the Chief Executive Officer (“CODM”). Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the single operating segment and decides how to better allocate resources based on total operating expenses, net loss, changes in cash and cash equivalents, and cash and cash-equivalent balances that are reported on the Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows. The CODM’s objective in making resource allocation decisions is to optimize the Company’s ability to develop and operate the Elk Creek Project. In addition, the CODM reviews the segment’s assets based on total assets reported on the Condensed Consolidated Balance Sheet, and the accounting policies of our single operating segment are the same as those described in the Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. For additional reportable single operating segment level financial information, see the Condensed Consolidated Financial Statements. 15 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements September 30, 2025 (expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited) 12. SUBSEQUENT EVENTS The October 2025 Offering On October 15, 2025, the Company issued and sold (a) 10,152,175 Common shares at an offering price of $ 9.34 per Common Share and (b) 5,925,000 pre-funded Warrants (the “October Pre-Funded Warrants”) to purchase up to an additional 5,925,000 Common Shares at an offering price of $ 9.3399 per October Pre-Funded Warrant in a registered offering (the “October 2025 Offering”) under the Company's registration statement on Form S-3 (Registration No. 333-290837), pursuant to the Placement Agency Agreement between the Company and Maxim, dated October 13, 2025. On October 17, 2025, the Company issued 5,924,942 Common Shares in connection with the cashless exercise of all of the outstanding October Pre-Funded Warrants. The Company received net proceeds from the October 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $ 139,147 . Other Common Share Issuances During the period from October 1, 2025 through November 13, 2025, the Company issued 2,546,457 Common Shares through the exercise of Warrants and Options by their holders and received cash totaling approximately $ 6,102 . Real Estate Purchase and Transfer Agreement On November 7, 2025, ECRC completed the acquisition of a 40-acre parcel of land and associated mineral rights (the “November Property”) located within the one-square-mile section that comprises the Elk Creek Project area. The acquisition was completed in exchange for (i) the transfer of surface rights to a separate 40-acre tract constituting a portion of the September Properties, which lies outside the Elk Creek Project section, (ii) cash consideration of $ 500 , and (iii) the grant of a 2 % net smelter return royalty on the November Property. 16