NB on Nasdaq

NIOCORP DEVELOPMENTS LTD

NIOCORP DEVELOPMENTS LTD is a Canadian metal mining company based in Centennial, listed on Nasdaq (NB).2

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Last updated Oct 21, 2026.

Overview

-$48.6MNet income, fiscal 20263

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  • TickerNB on Nasdaq2
  • IndustryMetal Mining2
  • HeadquartersCentennial, United States2
  • Incorporated inBritish Columbia, Canada4
  • Business address7000 S. Yosemite Street, Ste. 115, Centennial, Co 801124
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formCorporation2
  • LEI5299001QL26XJPOD3A172
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered address999 West Hastings Street, Suite 525, V6C 2W2 Vancouver, Canada2

NioCorp is a United States Securities and Exchange Commission (“SEC”) reporting company, and we are also a Canadian reporting issuer in British Columbia, Alberta, Saskatchewan, Ontario, and New Brunswick. Our registered and records office is located at 1133 Melville Street, Suite 3500, Vancouver, British Columbia V6E 4E5 (ATTN: Blake, Cassels & Graydon LLP). Our principal executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-11.3%Return on equity3

Financial statements

Net income78910113-$48.6M in 2026+562% since 2019
-$60.0M-$40.0M-$20.0M02019: -$7.3M-$7.3M20192020: -$4.0M-$4.0M2020−45%2021: -$4.8M-$4.8M2021+21%2022: -$10.9M-$10.9M2022+126%2023: -$40.3M-$40.3M2023+270%2024: -$11.9M-$11.9M2024−70%2025: -$17.4M-$17.4M2025+46%2026: -$48.6M-$48.6M2026+179%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2026-06-302025-06-30
Exploration expenditures$16.1M$4.1M
General and administrative expenditures$22.2M$7.8M
Total operating expenses$38.3M$12.0M
Change in fair value of earnout shares liability$8.6M$2.1M
Change in fair value of warrant liabilities$13.0M$4.1M
Change in fair value of convertible notes$0$40.0K
Interest expense$0$48.0K
Interest income-$9.1M-$94.0K
Other non-operating expense (income)$13.0K-$126.0K
Loss before income taxes-$50.8M-$18.0M
Income tax benefit$0$0
Net loss-$50.8M-$18.0M
Less: Net loss attributable to redeemable noncontrolling interest-$2.2M-$577.0K
Net loss attributable to the Company-$48.6M-$17.4M
Reporting currency translation-$26.0K$0
Total comprehensive loss-$50.8M-$18.0M
Less: Comprehensive loss attributable to redeemable noncontrolling interest-$2.2M-$577.0K
Comprehensive loss attributable to the Company-$48.6M-$17.4M
Loss per common share, basic-$0.41-$0.36
Loss per common share, diluted-$0.41-$0.36
Weighted Average Shares Outstanding Basic117.2M shares45.1M shares
Weighted Average Shares Outstanding, Diluted117.2M shares45.1M shares

Compare NIOCORP DEVELOPMENTS LTD with another company

Corporate structure

NIOCORP DEVELOPMENTS LTD sits at the top of its group. 5 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of NIOCORP DEVELOPMENTS LTD

  • BlackRock Filed SCHEDULE 13G on NIOCORP DEVELOPMENTS LTD, latest Jul 29, 2026 (3 filings since Jan 21, 2026)
  • CITADEL ADVISORS LLC Filed SCHEDULE 13G on NIOCORP DEVELOPMENTS LTD, latest Apr 8, 2026 (4 filings since Jul 25, 2025)
  • Dean C. Kehler Filed SC 13D on NIOCORP DEVELOPMENTS LTD, latest Jan 17, 2024
  • Jay R. Bloom Filed SC 13G on NIOCORP DEVELOPMENTS LTD, latest Dec 18, 2023
  • NIOCORP DEVELOPMENTS LTD Centennial, Colorado, United States
    • 0896800 B.C. Ltd. (“0896800”) Subsidiary · British Columbia, Canada
    • Elk Creek Resources Corp. Subsidiary · Delaware, United States
    • NioCorp Advanced Metals and Alloys, LLC Subsidiary · Delaware, United States
    • NioCorp Technologies Limited Subsidiary · United Kingdom

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What NIOCORP DEVELOPMENTS LTD reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$5.7M3 Jun 30, 2026$807.0K3 Jun 30, 2025+611.0%
Construction in progress$5.7M3 Jun 30, 2026$03 Jun 30, 2025
Property and equipment, before depreciation$5.9M3 Jun 30, 2026$46.0K3 Jun 30, 2025+12628.3%
Accumulated depreciation$14.0K11 Jun 30, 2025$11.0K11 Jun 30, 2024+27.3%
Property and equipment, net$11.6M3 Jun 30, 2026$839.0K3 Jun 30, 2025+1278.9%
Finance-lease assets$118.0K11 Jun 30, 2025$181.0K11 Jun 30, 2024−34.8%
Operating-lease assets (leased space)$91.0K3 Jun 30, 2026$118.0K3 Jun 30, 2025−22.9%

Real estate and locations

ItemLatestA year beforeChange
Area of land550 acres3 Jun 30, 2026

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$415.0M3 Jun 30, 2026$25.6M3 Jun 30, 2025+1524.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.2M3 Jun 30, 2026$03 Jun 30, 2025
Intangible assets, net (excluding goodwill)$5.7M3 Jun 30, 2026$03 Jun 30, 2025
Accumulated amortization$345.0K3 Jun 30, 2026

Properties, in its own words

Elk Creek Project, Nebraska

Our principal mineral property is the Elk Creek Property, a development stage property that is expected to produce eight commercial mineral products: ferroniobium, scandium oxide, titanium tetrachloride, neodymium-praseodymium (“NdPr”) oxide, dysprosium oxide, terbium (“Tb”) oxide, SEG carbonate, and heavy rare earth ("heavies") carbonate. As discussed in greater detail below, the Elk Creek Project has established measured, indicated, and inferred resources along with proven and probable reserves. The below information is in part summarized or extracted from our 2026 S-K 1300 Elk Creek Technical Report Summary, which is filed as Exhibit 96.1 to this Annual Report on Form 10-K. The 2026 S-K 1300 Elk Creek Technical Report Summary has an overall effective date of June 30, 2026. The Company does not have any other material properties.

The rest of Item 2

The qualified persons responsible for the 2026 S-K 1300 Elk Creek Technical Report Summary are:

Dahrouge Geological Consulting USA Ltd.;

SMH Process Innovation;

Dumas Contracting USA Inc.;

Amplify Mine Planning LLC;

BBA Consultants International LP (formerly Tierra Group International, Ltd.);

Olsson;

Adrian Brown Consultants Inc.;

Andrieux & Associates Geomechanics Consulting, L.P.;

Tetra Tech;

Metallurgy Concept Solutions;

Magemi Mining Inc.;

T Engineering; and

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

A table of the sections for which each qualified person is responsible is included in Section 2.6 of the 2026 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.

The 2026 S-K 1300 Elk Creek Technical Report Summary summarizes the 2026 Elk Creek Study, which, among other matters, updates the Elk Creek Project’s economics to incorporate the expanded product offering, including REEs, revises mine and processing design, and updates mineral resource and mineral reserve estimates and current capital and operating cost estimates. The 2026 Elk Creek Study comprises the results of the technical and economic analyses conducted by the qualified persons, which were also presented in the 2026 NI 43-101 Elk Creek Technical Report. The 2026 Elk Creek Study qualifies as a feasibility study within the meaning given to such term under the CIM Definition Standards (2014) for purposes of NI 43-101 and qualifies as a pre-feasibility study within the meaning given to such term under S-K 1300. The reason that the 2026 Elk Creek Study does not qualify as a feasibility study under S-K 1300 is because additional work with respect to the engineering of and procurement for the planned surface plant is required to allow the qualified person to reduce the overall contingency range attributed to the initial capital expenditure estimate for the Elk Creek Project from the current 14% to less than or equal to 10%. Even as additional work is completed and the contingency range is reduced, accordingly, there can be no assurance that the actual initial capital expenditure requirements will not materially exceed estimates.

Property Description and Location

The Elk Creek Property consists of certain interests of NioCorp in land and mineral rights located in Johnson and Pawnee Counties, southeast Nebraska, USA. The carbonatite contains elements of economic significance, including niobium, titanium, and scandium, as well as several REEs. 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 47 miles southeast of Lincoln, Nebraska, the state capital of Nebraska.

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.

Following the acquisition of an additional approximately 447 acres of land pursuant to existing OTPs during fiscal year 2026, the Company, through its subsidiary ECRC, owns the surface rights and/or mineral rights to approximately 710 acres of land in and around the project area. This includes an approximately one-square-mile (approximately 630-acre) section of which it owns the mineral rights to all but approximately 80 acres and all of the surface 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 within this section. Ownership of the mineral rights in this section includes a 2% NSR royalty and grants us access to all of the Elk Creek Project’s mineral resources and mineral reserves.

The land owned by ECRC currently houses the Company’s drill core inventory and geological sample repository in two steel core shed buildings, and the Company maintains vegetative cover on portions of the property that were formerly used for growing row crops. Additionally, the Company has begun construction of the main access, known as a “portal,” to the underground portion of the Elk Creek Project on the land owned by ECRC. The portal will serve as the primary access point for personnel, equipment, and materials, as well as to deliver ore from the underground mine to the surface production plant.

As of June 30, 2026, the total book value of the Elk Creek Property and associated buildings and equipment was approximately $37.3 million.

Item 2 of the 10-K filed Sep 25, 2026.6

Leadership

Who has led NIOCORP DEVELOPMENTS LTD, and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Neal S. Shah2016–now

Chief operating officer

  1. Scott Honan2020–now
20202025
Board members and other officers (13)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorMARK A. SMITH named Jul 5, 2022 to Nov 14, 202431
  • DirectorMICHAEL G. MASELLI named Sep 5, 2023 to Nov 14, 202431
  • DirectorMICHAEL JAMES MORRIS named Jul 5, 2022 to Nov 14, 202431
  • DirectorFERNANDA A. FENGA named Jul 5, 202232

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 0896800 B.C. Ltd. (“0896800”) British Columbia5
  • Elk Creek Resources Corp. Delaware5
  • NioCorp Advanced Metals and Alloys, LLC Delaware5
  • NioCorp Technologies Limited United Kingdom5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • QUANTUM RARE EARTH DEVELOPMENTS CORP.Feb 8, 2011 to Feb 8, 20114

Timeline

  1. Jul 8, 20268-K Executive or director change33
  2. Apr 6, 20268-K Entered a material agreement; Change to shareholders' rights; Executive or director change34
  3. Feb 25, 20268-K Entered a material agreement; Regulation FD disclosure; Other events35
  4. Jan 20, 20268-K Other events36
  5. Jan 12, 20268-K Results of operations; Regulation FD disclosure37
  6. Dec 4, 20258-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure38
  7. Nov 21, 20258-K Entered a material agreement; Change to shareholders' rights; Regulation FD disclosure39
  8. Oct 15, 20258-K Entered a material agreement; Other events40
  9. Oct 14, 20258-K Results of operations; Regulation FD disclosure41
  10. Oct 6, 20258-K Completed an acquisition or sale42
  11. Sep 29, 20258-K Entered a material agreement; Regulation FD disclosure; Other events43
  12. Sep 19, 20258-K Other events44

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.11) a share, on Nov 13, 2025.45

When it reported results

  1. Jan 12, 2026Reported quarterly or annual results37
  2. Oct 14, 2025Reported quarterly or annual results41
  3. Jul 16, 2025Reported quarterly or annual results46
  4. Apr 11, 2025Reported quarterly or annual results47
  5. Jan 10, 2025Reported quarterly or annual results48
  6. Nov 8, 2024Reported quarterly or annual results49
  7. Aug 27, 2024Reported quarterly or annual results50
  8. Sep 6, 2023Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

353 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 85 major events, 99 insider forms, 9 large holders, 5 private raises, 132 other. The latest 20:

  1. Sep 25, 202610-K EDGAR
  2. Jul 29, 2026SCHEDULE 13G EDGAR
  3. Jul 8, 20264 EDGAR
  4. Jul 8, 20264 EDGAR
  5. Jul 8, 20264 EDGAR
  6. Jul 8, 20264 EDGAR
  7. Jul 8, 20264 EDGAR
  8. Jul 8, 20268-K EDGAR
  9. May 14, 202610-Q EDGAR
  10. Apr 27, 2026SCHEDULE 13G/A EDGAR
  11. Apr 8, 2026SCHEDULE 13G EDGAR
  12. Apr 6, 20268-A12B/A EDGAR
  13. Apr 6, 20268-K EDGAR
  14. Feb 25, 2026DEFA14A EDGAR
  15. Feb 25, 2026ARS EDGAR
  16. Feb 25, 2026DEF 14A EDGAR
  17. Feb 25, 20268-K EDGAR
  18. Feb 25, 2026424B2 EDGAR
  19. Feb 24, 2026424B2 EDGAR
  20. Feb 17, 2026SCHEDULE 13G/A EDGAR

The 353 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

5 open-market trades by officers, directors and large owners since October 2021: 5 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 13, 2024Smith Mark A.President & CEOBuy183,422Form 4
Nov 13, 2024Kehler Dean CDirectorBuy56,577Form 4
Dec 22, 2023Smith Mark A.President & CEOBuy46,801Form 4
Dec 22, 2023Kehler Dean CDirectorBuy78,003Form 4
Dec 22, 2023Shah Neal S.Chief Financial OfficerBuy9,360Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Mark A. SmithChief Executive Officer, President66$325.0K$451.0K56
2025Scott HonanChief Operating Officer55$280.0K$364.0K56
2025Neal ShahChief Financial Officer and Corporate Secretary51$250.0K$334.0K56
2024Mark A. SmithChief Executive Officer, President66$325.0K$966.2K56
2024Scott HonanChief Operating Officer55$280.0K$707.5K56
2024Neal ShahChief Financial Officer and Corporate Secretary51$250.0K$677.5K56

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$6.8M 2022–2024
Money received by yearMoney received by year, 2022–2024: $6.8M in all. Private raises (Form D) $6.8M.$0$2M$4M$6M2022 · Private raises (Form D): $793.5K20222023 · Private raises (Form D): $1.9M20232024 · Private raises (Form D): $4.1M2024
Figures by year
YearPrivate raises (Form D)Total
2024$4.1M$4.1M
2023$1.9M$1.9M
2022$793.5K$793.5K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Nov 13, 2024Raised $3.5 million in a private offering of equity31 Form D: 46 investors so far Form D
  2. Jun 21, 2024Raised $601,650 in a private offering of equity57 Form D: 1 investor so far Form D
  3. Dec 14, 2023Raised $944,411 in a private offering of equity58 Form D: 5 investors so far Form D
  4. Sep 1, 2023Raised $1 million in a private offering of equity59 Form D: 1 investor so far Form D
  5. Jun 30, 2022Raised $793,539 in a private offering of equity32 Form D: 4 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.9,216,114$44.4M0.0%+2,198,356
Brevan Howard Capital Management LP7,075,000$34.1M0.5%+590,000
State Street Corp2,498,498$12.0M0.0%+430,439
Private Management Group Inc2,145,364$10.3M0.3%No change
Geode Capital Management, LLC2,092,684$10.1M0.0%+536,152
Citigroup Inc2,034,976$9.8M0.0%+896,345
Citadel Advisors LLC1,809,673$8.7M0.0%−4,394,524
Northern Trust Corp1,300,963$6.3M0.0%+183,935
Vanguard Portfolio Management LLC1,156,999$5.6M0.0%+148,148
Goldman Sachs Group Inc1,072,202$5.2M0.0%−2,215,161
Deltroit Asset Management (UK) LLP867,750$4.2M0.7%No change
Bridgewater Associates, LP866,910$4.2M0.0%−15,835
Millennium Management LLC813,682$3.9M0.0%+606,854
Alps Advisors Inc667,618$3.2M0.0%+83,720
D. E. Shaw & Co., Inc.595,102$2.9M0.0%+368,586
J. Goldman & Co LP516,453$2.5M0.1%+447,765
Squarepoint Ops LLC503,802$2.4M0.0%−59,147
Bnp Paribas Financial Markets468,912$2.3M0.0%+309,808
Kingdon Capital Management, L.l.c.450,000$2.2M0.3%No change
Jpmorgan Chase & Co472,812$2.2M0.0%+424,791
Bank of New York Mellon Corp412,494$2.0M0.0%+187,060
Gratia Capital, LLC410,000$2.0M2.3%New
Nuveen, LLC409,367$2.0M0.0%−313,493
Morgan Stanley356,942$1.7M0.0%−85,436
Charles Schwab Investment Management Inc348,764$1.7M0.0%+90,496

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How NIOCORP DEVELOPMENTS LTD is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNIOCORP DEVELOPMENTS LTD1
  • CIK0001512228
  • Employer ID (EIN)98-12621856
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inBritish Columbia, Canada6
  • Fiscal year endsJune 301
  • Industry code (SIC)1000 Metal Mining1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address7000 S. Yosemite Street, Ste. 115, Centennial, CO 801121
  • Phone720-639-46471
  • Shares outstanding145,849,630 shares as of Sep 25, 20266
  • Public float$622.4M as of Dec 31, 20256
  • AuditorDeloitte & Touche LLP, Denver, Colorado PCAOB ID 346
  • On EDGAR sinceFeb 8, 20111
  • Filings604 in all: 4 (147), 8-K (147), 424B3 (34), 10-Q (30), CORRESP (24), 425 (23), EFFECT (23), UPLOAD (20)1
    All 48 form types

    3 (17), D (14), 10-K (10), DEF 14A (10), S-3 (10), 5 (9), POS AM (9), DEFA14A (8), 4/A (6), S-1 (6), 3/A (4), 8-K/A (4), S-4/A (4), SCHEDULE 13G (4), 424B2 (3), ARS (3), S-8 (3), SCHEDULE 13G/A (3), 10-Q/A (2), 424B5 (2), 424B7 (2), 8-A12B (2), D/A (2), S-3/A (2), SC 13G (2), 10-K/A (1), 8-A12B/A (1), 8-A12G (1), CERT (1), CT ORDER (1), DRS (1), NT 10-K (1), NT 10-Q (1), PRE 14A (1), RW (1), S-1/A (1), S-3ASR (1), S-4 (1), S-8 POS (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Sep 25, 2026
    Quarterly report (10-Q) May 14, 2026
    Proxy statement (DEF 14A) Feb 25, 2026
    Latest 8-K (8-K) Jul 8, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares, without par valueNBThe Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212NIOBWThe Nasdaq Stock Market LLC
Common Share Purchase RightsThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Sep 25, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks NIOCORP DEVELOPMENTS LTD names in Item 1A of its 10-K filed Sep 25, 2026: 46 risks under these headings, as written.6

  • We will require significant additional capital to fund our business plan.
  • We have a limited operating history on which to base an evaluation of our business and prospects.
  • We have a history of losses and expect to continue to incur losses in the future.
  • Increased costs could affect our financial condition.
  • We may be unable to successfully negotiate final, definitive offtake agreements, which could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.
  • Any failure of our counterparties to meet their obligations to us or to third parties with respect to our offtake agreements, supply agreements or other commercial agreements could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.
  • A disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could adversely affect our business operations and financial performance.
  • A shortage of equipment and supplies could adversely affect our ability to operate our business.
  • We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and could have adverse effects on our results of operations, financial condition, liquidity and cash flows.
  • We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.
  • The effect on the capital markets and the economy of recent global events, including inflation, volatility in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs, could have an adverse effect on NioCorp’s business plans, financial condition, and liquidity.
  • It may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors.
The other 34 risks
  • We may not receive any proceeds from the exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional capital.
  • We may not recognize the full value of the DoW Agreement.
  • The Company has identified a material weakness in its internal control over financial reporting. If not remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.
  • We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
  • We face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies in, or changes to, our estimates or the factors and assumptions on which they are based, including with respect to the economic analysis conducted
  • in connection with the 2026 S-K 1300 Elk Creek Technical Report Summary, could result in lower than expected revenues, higher than expected costs, and decreased profitability.
  • Price volatility could have dramatic effects on our results of operations and our ability to obtain financing for the Elk Creek Project and execute our business plan.
  • The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.
  • We have no history of producing commercial products from our current mining properties and there can be no assurance that we will successfully establish mining operations or profitably produce minerals.
  • Results of metallurgical testing by us may not be favorable to, or as expected by, us.
  • The success of our business will depend, in part, on the growth of existing and emerging uses for scandium and rare earth products.
  • Our recovery process for our planned products has been evaluated at a demonstration scale but has not been fully validated on a commercial scale.
  • Estimates of resources and reserves are subject to evaluation uncertainties that could result in project failure.
  • Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.
  • We face intense competition in the mining industry.
  • Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of our planned products and adversely affect our business.
  • Difficulties in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project.
  • Title to our properties may be subject to other claims that could affect our property rights and claims.
  • Our properties and operations may be subject to litigation or other claims.
  • We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.
  • We may not be able to obtain or renew all required permits and licenses to place any of our properties into production.
  • We are subject to significant governmental regulations that affect our operations and costs of conducting our business.
  • Our activities are subject to environmental laws and regulations that may change, thereby increasing our costs of doing business and restricting our operations.
  • Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.
  • Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.
  • Land reclamation requirements for our properties may be burdensome and expensive.
  • We expect to incur substantial debt in connection with the Elk Creek Project, which will require a significant amount of cash to service, require us to comply with certain covenants and restrictions, and could impair our ability to obtain additional financing.
  • NioCorp may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years, which may result in materially adverse U.S. federal income tax consequences for U.S. investors.
  • The 2023 business combination with GXII could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences.
  • Our Common Share price may be volatile and as a result you could lose all or part of your investment.
  • We have never paid dividends on the Common Shares.
  • Future sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, or future exercises or exchanges of outstanding Warrants or securities exchangeable for Common Shares, could adversely affect prevailing market prices for the Common Shares and cause investors to suffer dilution in their net book value per Common Share.
  • We are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting of the Common Shares.
  • Our Rights Plan includes terms and conditions that could discourage a take-over or other transaction that shareholders may consider favorable.

Legal proceedings

As of September 25, 2026, we are not a party to any legal proceedings that could have a material adverse effect on the Company’s business, financial condition, or operating results. Further, to the Company’s knowledge, no such proceedings have been threatened against the Company.

The opening of Item 3, Legal Proceedings.6

Sources

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