Niocorp Developments Ltd 10-Q for FY2026 Q2
Niocorp Developments Ltd (NB)
About this 10-Q
Niocorp Developments Ltd filed this 10-Q on February 6, 2026, covering the quarter ended December 31, 2025 (FY2026 Q2).
Headline figures
Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $623K
- compared with a net loss of $450K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) (Address of Principal Executive Offices) |
(I.R.S. Employer Identification No.) (Zip code) |
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer |
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Accelerated Filer |
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Smaller Reporting Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐
As of February 6, 2026, the registrant had
TABLE OF CONTENTS
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Contents
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Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025 (unaudited) |
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Notes to condensed consolidated financial statements (unaudited) |
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6 - 17 |
1
NioCorp Developments Ltd.
Condensed Consolidated Balance Sheets
(expressed in thousands of U.S. dollars, except share data) (unaudited)
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As of |
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December 31, |
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June 30, |
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ASSETS |
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Current |
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Cash and cash equivalents |
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$ |
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Prepaid expenses and other |
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Total current assets |
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Non-current |
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Deposits |
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Investment in equity securities |
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Right-of-use assets |
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Land and buildings, net |
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Mineral properties |
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Intangible assets, net |
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Goodwill |
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Total assets |
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$ |
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LIABILITIES |
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Current |
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Accounts payable and accrued liabilities |
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$ |
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Deferred reimbursements |
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Operating lease liability |
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Total current liabilities |
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Non-current |
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Warrant liabilities, at fair value |
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Earnout liability, at fair value |
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Operating lease liability |
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Total liabilities |
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Redeemable noncontrolling interest |
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SHAREHOLDERS’ EQUITY |
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Common stock, |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total shareholders’ equity |
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Total liabilities, redeemable noncontrolling interest, and shareholders’ equity |
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$ |
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$ |
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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)
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For the Three Months Ended December 31, |
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For the Six Months Ended December 31, |
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2025 |
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2024 |
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2025 |
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2024 |
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Operating expenses |
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Employee related costs |
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$ |
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$ |
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$ |
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$ |
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Professional fees |
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Exploration expenditures |
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Other operating expenses |
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Total operating expenses |
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Change in fair value of earnout shares liability |
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Change in fair value of warrant liabilities |
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Change in fair value of convertible notes |
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Interest expense |
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Foreign exchange (gain) loss |
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Interest income |
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— |
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Other gains |
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Loss before income taxes |
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Income tax benefit |
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Net loss and comprehensive loss |
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Less: Net loss attributable to redeemable |
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Net loss and comprehensive loss attributable |
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$ |
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$ |
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$ |
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$ |
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Loss per common share, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding, |
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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)
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For the Six Months Ended December 31, |
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2025 |
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2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss for the period |
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$ |
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$ |
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Adjustments for: |
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Change in fair value of earnout shares liability |
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Change in fair value of warrant liabilities |
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Other gain |
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Share-based compensation |
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Fair value of private placement warrants |
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Accretion of convertible debt |
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Change in fair value of convertible note |
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Loss on equity facility issuances |
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Depreciation |
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Non-cash lease activity |
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Change in working capital items, net of effects of acquired business: |
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Deferred reimbursements |
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Prepaid expenses |
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Accounts payable and accrued liabilities |
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Net cash used in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Assets acquired in business combination |
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Acquisition of mineral rights |
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Acquisition of land and buildings |
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( |
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( |
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Deposits |
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( |
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Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from issuance of capital stock |
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Debt repayments |
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Related party debt draws |
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Related party debt repayment |
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Share issue costs |
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( |
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Net cash provided by financing activities |
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Change in cash and cash equivalents during the period |
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( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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Supplemental cash flow information: |
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Conversion of debt for common shares |
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$ |
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$ |
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Additions to construction in progress not yet paid |
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Value of warrants issued |
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Interest paid |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NioCorp Developments Ltd.
(expressed in thousands of U.S. dollars, except for share data) (unaudited)
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For the Three Months Ended December 31, 2025 and 2024 |
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Common Shares Outstanding |
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Common Stock |
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Accumulated Deficit |
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Accumulated Other Comprehensive Loss |
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Total |
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Redeemable Noncontrolling Interest |
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Balance, September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Equity placements |
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Equity facility draws |
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Class B share conversions |
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Share-based compensation |
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— |
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Share issuance costs |
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— |
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Loss for the period |
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— |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Balance, September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Equity placements |
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Equity facility draws |
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Warrant exercises |
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Option exercises |
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Class B share conversions |
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Share-based compensation |
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Share issuance costs |
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— |
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Loss for the period |
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— |
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( |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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For the Six Months Ended December 31, 2025 and 2024 |
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Common Shares Outstanding |
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Common Stock |
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Accumulated Deficit |
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Accumulated Other Comprehensive Loss |
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Total |
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Redeemable Noncontrolling Interest |
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Balance, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Equity placements |
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Equity facility draws |
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Issuance of warrants |
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— |
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— |
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Debt conversions |
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Class B share conversions |
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Share-based compensation |
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— |
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Share issuance costs |
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— |
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Loss for the period |
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— |
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( |
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( |
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( |
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Balance, December 31, 2024 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Balance, June 30, 2025 |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Equity placements |
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Equity facility draws |
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Warrant exercises |
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Option exercises |
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Class B share conversions |
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( |
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Private warrant conversions |
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— |
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Share-based compensation |
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— |
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Share issuance costs |
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— |
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( |
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( |
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Loss for the period |
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— |
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( |
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( |
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( |
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Balance, December 31, 2025 |
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|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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
Liquidity
As of December 31, 2025, the Company had cash and cash equivalents of $
The Company will require additional capital to fully develop, construct, and operate the Elk Creek Project. Management expects that future capital requirements will be met through a combination of debt financing, equity financings, and other funding sources.
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.
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 December 31, 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.
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. The amendments are effective for the Company's annual periods beginning after July 1, 2025, with early adoption permitted, and should be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's 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
6
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The guidance establishes authoritative accounting and disclosure requirements for government grants received by business entities, permits early adoption, and is effective for annual reporting periods beginning after December 15, 2028, with application on a prospective basis. The Company early adopted ASU 2025-10 effective December 31, 2025. Upon adoption, the Company concluded that the DoD Agreement (as defined in Note 8 below) represents a government grant within the scope of Topic 832. Adoption of the guidance did not have a material impact on the Company’s consolidated financial statements, as the Company’s existing accounting policies for accounting for government grants are consistent with the guidance.
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.
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, goodwill and intangible assets, 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.
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 December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjust: Net loss attributable to noncontrolling interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss available to participating securities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributable to vested shares of |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss attributed to common shareholders - basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding – basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per Common Share outstanding – basic and diluted |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
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
7
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the periods indicated below:
|
|
As of December 31, |
|
|||||
Excluded potentially dilutive securities (1)(2): |
|
2025 |
|
|
2024 |
|
||
Options |
|
|
|
|
|
|
||
Warrants (3) |
|
|
|
|
|
|
||
Total potential dilutive securities |
|
|
|
|
|
|
||
On December 4, 2025, the Company completed the acquisition of certain manufacturing assets and intellectual property of FEA Materials LLC, a producer of scandium-containing aluminum master alloys. The Company did not acquire any equity or other legal interest in FEA Materials LLC in connection with the transaction. The transaction was accounted for as a business combination under ASC 805 as the acquired assets and processes constituted a business. The acquisition was made to obtain proprietary technology and manufacturing capabilities to support the Company’s scandium alloy commercialization strategy, and control was obtained through the purchase of the acquired assets.
|
|
Fair Value |
|
|
Accounts receivable and prepaids |
|
$ |
|
|
Inventory |
|
|
|
|
Fixed assets |
|
|
|
|
Security deposit |
|
|
|
|
Intangible asset – technology |
|
|
|
|
Goodwill |
|
|
|
|
Assets acquired |
|
$ |
|
|
The excess of the purchase consideration over the fair value of net assets acquired, totaling $
The Company recognized identifiable intangible assets related to acquired technology, consisting of a group of patented and proprietary intellectual property. The intangible assets were valued using an income approach, specifically the multi-period excess earnings method, which incorporates significant unobservable inputs (Level 3), including management’s estimates of future cash flows, discount rates, and assumptions related to obsolescence. The acquired intangible assets are being amortized on a straight-line basis over their estimated weighted-average remaining useful life of
8
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The Company incurred $
During the six-month period ended December 31, 2025, Elk Creek Resources Corp. (“ECRC”), an indirect, majority-owned subsidiary of the Company, completed several acquisitions of land and associated mineral rights in Johnson County, Nebraska, in support of the development of the Elk Creek Project, as disclosed below.
August Property Purchases
On August 1, 2025, ECRC closed its options to purchase three parcels of land consisting of (i) an 80-acre parcel of surface rights and (ii) two smaller parcels totaling approximately 1.66 acres that included both surface rights and associated mineral rights. The total purchase price was approximately $
September Property Purchases
On September 30, 2025, ECRC closed on its options to purchase two additional parcels of land consisting of (i) a 105.77-acre parcel and (ii) a 220-acre parcel, each including both surface rights and associated mineral rights. The total purchase price was approximately $
November Property Purchase
On November 7, 2025, ECRC acquired a 40-acre parcel of land and associated mineral rights located within the one-square-mile section that comprises the Elk Creek Project area. The acquisition was completed through (i) the transfer of surface rights to a separate 40-acre tract previously acquired as part of the September Property Purchases, (ii) cash consideration of $
|
|
As of |
|
|||||
|
|
December 31, |
|
|
June 30, |
|
||
Accounts payable, trade |
|
$ |
|
|
$ |
|
||
Trade payable accruals |
|
|
|
|
|
|
||
Environmental accruals |
|
|
|
|
|
|
||
Total accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
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”).
9
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
Earnout Shares
The Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:
|
|
December 31, |
|
|
June 30, |
|
||
Closing Common Share price |
|
$ |
|
|
$ |
|
||
Term (expiry) |
|
|
|
|
||||
Implied volatility of our publicly traded Warrants |
|
|
% |
|
|
% |
||
Risk-free rate |
|
|
% |
|
|
% |
||
The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the six-month period ended December 31, 2025:
|
|
Amount |
|
|
Fair value as of June 30, 2025 |
|
$ |
|
|
Change in fair value |
|
|
|
|
Fair value as of December 31, 2025 |
|
$ |
|
|
Vested Shares
During the six-month period ended December 31, 2025,
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. Accordingly, the noncontrolling interest balance is only being adjusted for the losses attributable to the noncontrolling interest and exchanges of Vested Shares to Common Shares. As of December 31, 2025, cumulative losses attributable to the noncontrolling interest exceeded its carrying amount, resulting in a deficit noncontrolling interest balance.
On July 18, 2025, the Company issued and sold
On September 19, 2025, the Company issued and sold
10
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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
|
|
Number of |
|
|
Weighted |
|
|
Aggregate |
|
|
Weighted |
|||
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Cancelled/expired |
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
||||
During the six-month period ended December 31, 2025, the Company granted
For the six-month period ended December 31, 2025, the Company recognized $
|
|
Number of |
|
|
Weighted |
|
||
Balance, June 30, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Exercised |
|
|
( |
) |
|
|
|
|
Expired |
|
|
( |
) |
|
|
|
|
Balance, December 31, 2025 |
|
|
|
|
$ |
|
||
11
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
As of December 31, 2025, the Company had outstanding exercisable Warrants, as follows:
Number |
|
|
Exercise |
|
|
Expiry Date |
||
|
|
|
$ |
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
||
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
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.
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:
|
|
December 31, |
|
|
June 30, |
|
||
Closing Common Share price |
|
$ |
|
|
$ |
|
||
Implied volatility of our publicly traded Warrants |
|
|
|
|
% |
|||
Risk free rate |
|
|
|
|
% |
|||
Dividend yield |
|
|
% |
|
|
% |
||
Expected warrant life in years |
|
|
|
|
|
|
||
As provided for in the
12
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The change in the 2023 Private Warrants liability is presented below:
|
|
For the Six Months |
|
|
Fair value as of June 30, 2025 |
|
$ |
|
|
Fair value adjustment for warrants exchanged |
|
|
|
|
Exchange of warrants |
|
|
( |
) |
Change in fair value |
|
|
|
|
Fair value as of December 31, 2025 |
|
$ |
|
|
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”) $
The change in the April 2024 Warrant liability is presented below:
|
|
For the Six Months |
|
|
Fair value as of June 30, 2025 |
|
$ |
|
|
Fair value adjustment for warrants exercised |
|
|
|
|
Exercise of warrants |
|
|
( |
) |
Fair value as of December 31, 2025 |
|
$ |
|
|
The Company recorded a non-cash loss of $
November 2024 Warrants
As previously disclosed,
13
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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 |
|
||||||||||||
|
December 31, |
|
June 30, |
|
|
December 31, |
|
June 30, |
|
|||||||
Closing Common Share price |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Historic equity volatility |
|
|
|
|
% |
|
|
|
|
% |
||||||
Risk-free rate |
|
|
|
|
% |
|
|
|
|
% |
||||||
Expected warrant life in years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The change in the fair value of the November 2024 Private Warrants is shown below:
|
|
For the Six Months |
|
|
Fair value as of June 30, 2025 |
|
$ |
|
|
Fair value adjustment for warrants exercised |
|
|
|
|
Exercise of warrants |
|
|
( |
) |
Change in fair value |
|
|
|
|
Fair value as of December 31, 2025 |
|
$ |
|
|
The Company recorded a non-cash loss of $
On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the “Rights Plan”). One right (a “Right”) was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each subsequently issued Common Share until the expiration of the Rights Plan. The Rights generally become exercisable only if a person or group acquires or announces the current intention of commencing a take-over bid to acquire beneficial ownership of
The Rights Plan was not adopted in response to any specific take-over proposal. The Rights Plan expires on
As of December 31, 2025, the Company has access to up to $
14
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
|
|
For the Three Months Ended December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Common Shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross funds received |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Market value of Common Shares issued |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on issuance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
For the Three Months Ended December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Technical studies and engineering |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Drilling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Field management and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Metallurgical development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Geologists and field staff |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subtotal |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: reimbursements recognized |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net exploration expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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”). The DoD Agreement commenced upon full execution and has an initial term through December 30, 2028, with an option to extend the term for an additional
The Company incurred lease costs as follows:
|
|
For the Three Months Ended December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating Lease Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed rent expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable rent expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sublease income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Lease cost – other operating expense: |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
15
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The maturities of lease liabilities are as follows as of December 31, 2025:
|
|
Future Lease Maturities |
|
|
Total remaining lease payments |
|
$ |
|
|
Less portion of payments representing interest |
|
|
( |
) |
Present value of lease payments |
|
|
|
|
Less current portion of lease payments |
|
|
( |
) |
Non-current lease liability |
|
$ |
|
|
Effective October 1, 2025, the Company executed an amendment to its existing operating lease for office space at the Company's principal executive offices in Centennial, Colorado, which extended the lease term by an additional
The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 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.
|
|
As of December 31, 2025 |
|
|||||||||||||
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout shares liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
As of June 30, 2025 |
|
|||||||||||||
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Investment in equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnout shares liability |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Warrant liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
16
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2025
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The Company has
Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level.
Other Common Share Issuances
During the period from January 1, 2026 through February 6, 2026, the Company issued
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended June 30, 2025 filed on September 11, 2025 (the “Annual Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used herein, please refer to the discussion under “—Use of Non-GAAP Financial Measures and Reconciliations.”
This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q. See “—Note Regarding Forward-Looking Statements” below.
All currency amounts are stated in thousands of U.S. dollars, except for share data ,unless noted otherwise.
As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, references to “we,” “our,” the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd. and its subsidiaries, collectively.
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.
Forward-looking statements have been based upon our current business and operating plans, as approved by the Board, and may include statements regarding, among other matters, the financial and business performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Company’s niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska; NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”); the estimated timing and capital costs of the Portal Project (as defined below); the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; NioCorp’s ability to access the full amount of the expected net proceeds of the 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”); NioCorp’s expectation that it will receive the full $10.0 million in reimbursement under the DoD Agreement (as defined below); the intended use of our cash balance as of December 31, 2025 as well as the proceeds from the October 2025 Offering (as defined below), the proceeds from the exercise of Common Share purchase warrants (“Warrants”) and the reimbursement payments pursuant to the DoD Agreement; the expected results of the 2025 Drilling Program (as defined below) at the Elk Creek Project; the expectation that the results of the 2025 Drilling Program will be used to update the feasibility study for the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite; statements with respect to the estimation of mineral resources and mineral reserves; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; the duration and anticipated benefits of the Rights Plan (as defined below); NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project’s economic model; and the creation of full-time and contract construction jobs over the construction period of the Elk Creek Project.
Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions, or results “will,”
18
“may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; the future price of and demand for metals, including aluminum-scandium("Al-Sc") alloy; and the stability of the financial and capital markets. Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following: NioCorp’s requirement of significant additional capital; NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; NioCorp’s ability to achieve the required milestones and receive the full $10.0 million in reimbursement under the DoD Agreement; NioCorp’s ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp’s ability to continue to meet Nasdaq listing standards; risks relating to the common shares, no par value, of the Company (“Common Shares”), including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness, if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all; covenants contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a “passive foreign investment company (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); the potential that the 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships, including our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms or at all; NioCorp’s ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining and scandium alloy industries; trade policies and tensions, including tariffs; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, development, or scandium alloy production activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; the infringement or loss of NioCorp's intellectual property rights; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly Report on Form 10-Q and the Company’s other reports filed with the SEC.
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this Quarterly Report on Form 10-Q. The Company does not assume
19
any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.
Qualified Person
All technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer. Mr. Honan is a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and subpart 1300 of Regulation S-K.
Company Overview
NioCorp is developing the Elk Creek Project, located in southeast Nebraska. The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase battery safety. Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in High-Strength, Low-Alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others. It also is used in pigments for paper, paint, and plastics. Rare earths are critical to electrification and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available. In December 2025, the Company acquired certain manufacturing assets and intellectual property related to Al-Sc alloy production, which are intended to support a potential future domestic scandium supply chain, subject to financing and development
Our primary business strategy is to advance our Elk Creek Project to commercial production. We are focused on carrying out our near-term planned work programs associated with securing the project financing package necessary to complete mine development and construction of the Elk Creek Project.
Recent Corporate Events
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 $139.1 million. The Company intends to use the net proceeds from the October 2025 Offering for working capital and general corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operation.
On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the “Rights Plan”). One right (a “Right”) was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each subsequently issued Common Share until the expiration of the Rights Plan. The Rights generally become exercisable only if a person or group acquires or announces the current intention of commencing a take-over bid to acquire beneficial ownership of 20% or more of the Company’s outstanding Common Shares other than through a permitted bid made in compliance with applicable Canadian take-over bid rules. If the Rights become exercisable, each holder of a Right, other than the acquiring person, would be entitled to purchase additional Common Shares at a discount to the then-current market price.
The Board adopted the Rights Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a "creeping take-over bid"). In respect of such transactions, the Rights Plan is intended to, among other things:
20
The Rights Plan was not adopted in response to any specific take-over proposal. The Plan expires on May 21, 2026, or earlier as provided by the terms of the agreement governing the Rights Plan.
On December 4, 2025, the Company, through its newly-formed subsidiary, NioCorp Advanced Metals and Alloys, LLC, completed the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC for $8.4 million in cash. The acquired assets include equipment and proprietary technology used to produce Al-Sc master alloy through an innovative process that converts scandium oxide directly into Al-Sc master alloy, eliminating the need to first manufacture scandium metal. This technology is expected to meaningfully reduce processing complexity and cost relative to traditional methods. The acquisition strengthens the Company’s downstream commercialization strategy by potentially enabling the future production of Al-Sc master alloy in the United States, subject to completion and financing of the Elk Creek Project.
Elk Creek Project Update
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, pursuant to the terms of an Option to Purchase dated December 4, 2009, as amended (the “2009 Option Agreement”), and an Option to Purchase dated December 4, 2014, as amended (together with the 2009 Option Agreement, the “August Option Agreements”). Pursuant to the terms of the August Option Agreements, ECRC acquired all surface rights with respect to an approximately 80-acre parcel and both surface and associated mineral rights with respect two additional parcels totaling approximately 1.66 acres. The aggregate purchase price was approximately $2.7 million, including indirect costs of $35.
On September 8, 2025, the Company announced the successful completion of its previously announced drilling program at the Elk Creek Project (the “2025 Drilling Program”). The 2025 Drilling Program was divided into two phases. Phase I of the 2025 Drilling Program comprised 11 HQ diamond drill holes totaling approximately 7,339 meters and Phase II of the 2025 Drilling Program comprised four HQ diamond drill holes totaling approximately 2,235 meters. Two additional geomechanical drill holes totaling approximately 1,950 meters were also completed as part of an accelerated effort to support the underground mine design related to access ramp development. Assays of the drill holes completed during the 2025 Drilling Program are underway at external laboratories.
The 2025 Drilling Program and associated technical work was designed to support the conversion of a portion of the Elk Creek Project's Indicated Mineral Resources into Measured Mineral Resources and the subsequent conversion of a portion of its Probable Mineral Reserves into Proven Mineral Reserves and to help meet Mineral Resource and Mineral Reserve classification requirements associated with the ongoing review of the Company's application for up to $800 million in potential debt financing by EXIM, as further discussed under “—Liquidity and Capital Resources.”
On September 30, 2025, ECRC closed on its options to purchase two additional parcels of land in Johnson County, Nebraska (the “September Properties”), pursuant to the terms of the 2009 Option Agreement and an Amended and Restated Option to Purchase dated January 4, 2017, as amended (together with the 2009 Option Agreement, the “September Option Agreements”). The September Properties consisted of approximately 325.77 acres of land. Pursuant to the terms of the September Option Agreements, ECRC acquired all surface rights and associated mineral rights relating to the September Properties. The aggregate purchase price was approximately $11.3 million, including indirect costs of $29.
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. As a result of this transaction, the Company now holds full ownership of all surface rights within the one-square-mile section in which it plans to construct both the underground critical minerals mine and integrated surface processing facility associated with the Elk Creek Project.
On December 22, 2025, the Board approved the Company’s Mine Portal Project (the “Portal Project”), at the Elk Creek Project site. The Portal Project will establish the main entrances to the Elk Creek Project underground mine, which will serve as the primary access points for personnel, equipment, and materials for the Company’s planned underground mining operations. The Board-approved scope also includes excavating to bedrock, drilling and blasting to establish the twin mine ramps, on-site access
21
road construction, as well as on-site supporting infrastructure. Work with respect to the Portal Project is expected to begin in the first quarter of calendar year 2026. The current estimated capital cost for the project is approximately $44.6 million; however, there can be no assurance that the actual capital cost of the Portal Project will not be materially greater than such estimate.
Other Activities
The Company continues to execute a work plan to further advance the development of the Elk Creek Project. In addition to the expected updates to Mineral Resources and Mineral Reserves, noted above, the Company expects to finalize engineering and costing of its new and more efficient production process which incorporates the potential addition of magnetic rare earth products and the planned production of titanium in the form of titanium tetrachloride. In addition, the Company is advancing engineering to modify the design of the mine to incorporate a twin ramp for access along with a Railveyor system for material movement instead of utilizing vertical mining shafts. The updated mine design will also incorporate updated costing. This work is expected to be summarized in an updated feasibility study for the Elk Creek Project.
In addition to the work plans noted above, as funds become available through the Company’s fundraising efforts, the Company expects to undertake the following activities to further advance the Elk Creek Project and the Company is assessing and prioritizing the timing of these efforts:
22
Financial and Operating Results
The Company has no revenues from mining operations. Operating expenses incurred primarily related to costs incurred for the advancement of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following table.
|
|
For the Three Months Ended December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Employee related costs |
|
$ |
1,291 |
|
|
$ |
904 |
|
|
$ |
3,507 |
|
|
$ |
1,234 |
|
Professional fees |
|
|
1,313 |
|
|
|
772 |
|
|
|
2,188 |
|
|
|
1,222 |
|
Exploration expenditures |
|
|
4,632 |
|
|
|
261 |
|
|
|
11,716 |
|
|
|
399 |
|
Other operating expenses |
|
|
2,266 |
|
|
|
964 |
|
|
|
4,109 |
|
|
|
1,441 |
|
Total operating expenses |
|
|
9,502 |
|
|
|
2,901 |
|
|
|
21,520 |
|
|
|
4,296 |
|
Change in fair value of earnout shares liability |
|
|
(4,189 |
) |
|
|
(1,569 |
) |
|
|
10,307 |
|
|
|
(753 |
) |
Change in fair value of warrant liabilities |
|
|
(1,732 |
) |
|
|
(837 |
) |
|
|
15,826 |
|
|
|
(893 |
) |
Change in fair value of convertible notes |
|
|
— |
|
|
|
23 |
|
|
|
— |
|
|
|
40 |
|
Interest expense |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
48 |
|
Foreign exchange (gain) loss |
|
|
8 |
|
|
|
(4 |
) |
|
|
3 |
|
|
|
4 |
|
Interest income |
|
|
(2,384 |
) |
|
|
— |
|
|
|
(2,944 |
) |
|
|
— |
|
Other gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(122 |
) |
Income tax benefit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Less: Net loss attributable to redeemable noncontrolling interest |
|
|
(582 |
) |
|
|
(68 |
) |
|
|
(1,430 |
) |
|
|
(99 |
) |
Net loss and comprehensive loss attributable to the Company |
|
$ |
(623 |
) |
|
$ |
(450 |
) |
|
$ |
(43,282 |
) |
|
$ |
(2,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per common share, basic and diluted |
|
$ |
— |
|
|
$ |
(0.01 |
) |
|
$ |
(0.44 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net loss |
|
$ |
(5,479 |
) |
|
$ |
(1,871 |
) |
|
$ |
(13,781 |
) |
|
$ |
(3,286 |
) |
Adjusted net loss per share |
|
|
(0.04 |
) |
|
|
(0.05 |
) |
|
|
(0.13 |
) |
|
|
(0.08 |
) |
Three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024
Significant items affecting operating expenses are noted below:
Employee-related expenditures increased for the three-month period in 2025 as compared to 2024 primarily due to the timing of grants of options to purchase Common Shares ("Options") issued to employees in 2025 and the hiring of additional corporate staffing.
Professional fees increased for the three-month period in 2025 as compared to 2024 primarily due to higher legal costs incurred in connection with the preparation of the Company’s SEC registration statements filed in October 2025.
Exploration expenditures increased for the three-month period in 2025 as compared to 2024, primarily due to costs associated with the Company's current efforts to update the Elk Creek Project feasibility study.
Other operating expenses include costs related to investor relations, general office expenses, shareholder services and proxy related activities, board-related expenditures, and other miscellaneous items. These costs increased for the three-month period in 2025 as compared to 2024 primarily due the timing of Option grants issued to board members and advisors, as well as higher investor-facing service costs.
Other significant items impacting the change in the Company’s net loss and net loss per share are noted below:
Change in fair value of earnout shares liability represents the impact of changes in fair value related to shares of Class B common stock of ECRC, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the "Earnout Shares"). The decline in fair value
23
for the three-month period in 2025 as compared to 2024 primarily reflect the decrease in the Company’s Common Share price in the financial modeling used to determine the period end fair value.
Change in fair value of warrant liabilities represents the impact of changes in fair value of Warrants recorded as liabilities in the condensed consolidated balance sheet. The declines in fair value for the three-month period in 2025 as compared to 2024 primarily reflect decreases in the Company’s Common Share price used in the Black-Scholes valuation of outstanding Warrant liabilities. In addition, the 2025 decline was partially offset by additional fair value expense recognized in connection with Warrants exercised during the period.
Interest income represents earnings from the investment of excess cash balances in a commercial money market account. The increase for the three-month period in 2025 as compared to 2024 is attributable to our higher cash balance resulting from our successful financing efforts during calendar year 2025.
Loss attributable to noncontrolling interest represents the portion of net loss in ECRC not owned by the Company. The increase in loss for the three-month period in 2025 as compared to 2024 is related to the increased exploration expenditures, as noted above, incurred by ECRC.
Adjusted net loss increased for the three-month period in 2025, as compared to 2024, primarily due to the increase in exploration expenditures, as noted above, incurred by ECRC. Adjusted net loss per share declined slightly due to the impact of additional Common Share issuances in 2025.
Six-month period ended December 31, 2025 compared to the six-month period ended December 31, 2024
Except as noted below, the discussion of significant variances for the three-month period also explains the majority of changes for the six-month period, including with respect to net loss and net loss per share for the six-month period ended December 31, 2025:
Exploration expenditures increased for the six-month period in 2025 as compared to 2024, primarily due to field-based costs associated with the 2025 Drilling Program, which was substantially completed by September 30, 2025, as well as expenses related to the Company’s ongoing efforts to update the Elk Creek Project feasibility study.
Change in fair value of earnout shares liability and change in fair value of warrant liabilities both increased for the six-month period ended December 31, 2025, as compared to 2024, reflecting the effect of an increase in the Company’s Common Share price on the financial modeling results for each of these liabilities.
Adjusted net loss and adjusted net loss per share both increased for the six-month period in 2025, as compared to 2024, primarily due to the increase in exploration expenditures, as noted above, incurred by ECRC.
Liquidity and Capital Resources
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of public and private offerings, convertible securities issuances, the exercise of Options and Warrants, and related party loans. With respect to currently outstanding Options and Warrants, we believe that exercise of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares equals or exceeds the related exercise price of each instrument.
As discussed above under “—Recent Corporate Events”, the Company closed the October 2025 Offering with net proceeds of approximately $139.1 million, after deducting placement agency fees and other offering expenses payable by the Company. In addition, during the three-month period ended December 31, 2025, the Company issued an aggregate of 3,957,822 Common Shares through the exercise of Warrants and Options by their holders and advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $14.6 million. During the period from January 1, 2026 to February 6, 2026, the Company issued an aggregate of 4,527,662 Common Shares through advances under the Yorkville Equity Facility Financing Agreement, for which the Company received proceeds totaling approximately $31.1 million. The Company expects to use these net proceeds for working capital and general corporate purposes, including to advance efforts to launch construction of the Elk Creek Project and move it to commercial operation.
As of December 31, 2025, the Company had cash of $306.4 million and working capital of $297.9 million, compared to cash of $25.6 million and working capital of $24.8 million on June 30, 2025.
24
We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash outflows are approximately $70.0 million to $85.0 million for the next twelve months. Our planned cash outflows over the next twelve months are expected to consist of expenditures relating to limited, incremental activities to advance certain aspects of the Elk Creek Project by ECRC, corporate overhead costs, and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. These planned expenditures include expenditures relating to the anticipated completion of an updated resource and reserve estimate and associated mine plan and an updated capital cost estimate in connection with the EXIM application process, infrastructure development, ongoing engineering and metallurgical test work, environmental and permitting activities, community and stakeholder engagement programs, corporate and administrative overhead, and advisory costs related to securing project financing.
The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives. Until sufficient funding for construction is secured, the Company expects to continue advancement activities related to the Elk Creek Project, including incremental engineering and limited underground portal-related work, while maintaining project readiness efforts. The Company also intends to evaluate strategies and potential investment opportunities that could reduce overall project costs, capital requirements, or execution risk.
The planned corporate overhead costs over the next twelve months are approximately $12.0 million, including Elk Creek property lease commitments, which are $54 through June 30, 2026, and the settlement of outstanding accounts payable as of December 31, 2025.
The estimated financing costs associated with the Elk Creek Project over the next twelve months include, but are not limited to, costs relating to the EXIM application process, the scope of which remains under discussion with EXIM. On June 6, 2023, the Company announced that it had submitted an application to EXIM for up to $800 million in debt financing (the “EXIM Financing”) to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative. The EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review Committee (the “TRC”) on October 2, 2023. In April 2024, EXIM provided the Company with a preliminary, non-binding indicative term sheet as part of a Preliminary Project Letter (the “PPL”), which also conveyed EXIM’s initial due diligence findings on the Company’s application for the EXIM Financing. The PPL identified additional project activities to be undertaken by the Company as part of EXIM’s due diligence process. These included, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows. The 2025 Drilling Program, which started in April 2025 and completed in September 2025, was designed to help meet mineral resource and mineral reserve classification requirements necessary to complete certain of the additional project activities identified by the PPL. In addition, as previously disclosed, the Company took an additional step in the process by executing a professional services agreement with SLR Consulting to conduct an independent environmental and social review as part of EXIM’s ongoing project due diligence.
The Company continues to meet with EXIM, provide responses to requests for additional information from EXIM and to the consultants that are conducting due diligence on the Company’s application on behalf of EXIM and take steps to complete the additional project activities identified by the PPL. There can be no assurance as to what further project activities or matters EXIM may request in connection with the application process. We are currently unable to estimate how long the application process may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing from EXIM.
We expect our cash balance as of December 31, 2025, as well as the proceeds from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement that occurred since December 31, 2025, and the reimbursement payments pursuant to the DoD Agreement, to be sufficient to fund our planned expenditures for the next twelve months. However, additional work is required in order to advance the Elk Creek Project to construction, requiring additional financing. The technical report summary for the Elk Creek Project prepared in accordance with subpart 1300 of Regulation S-K (“S-K 1300”) and filed as Exhibit 96.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,141.0 million. The actual amount of capital expenditure required to successfully achieve commercial production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility studies, permitting, engineering and the construction of infrastructure, mining and processing facilities. In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence process, the Company would require additional funding to complete such activities. As noted above, the Company’s ability to continue operations, fund our current work plan, and construct and operate the Elk Creek Project is dependent on management’s ability to secure additional financing. When available, the Yorkville Equity Facility Financing Agreement provides an opportunity for opportunistic share sales to help fund our current work plan. However, the Yorkville Equity Facility Financing Agreement will expire by its terms on April 1, 2026.
25
Except for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at this time. Management currently anticipates that it will fund the upfront capital expenditure amount for the Elk Creek Project through a combination of debt and equity financing, with approximately two-thirds of such amount being funded from the net proceeds of debt financing, including the amount of debt that would be represented by the EXIM Financing, if any. Management is actively pursuing additional sources of debt and equity financing to meet its long-term funding requirements, and while it has been successful in doing so in the past, there is no assurance that we will be able to obtain any such additional financing on acceptable terms, if at all. Pursuant to the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC and GX Sponsor II LLC, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC. Notwithstanding the restrictions set forth in the Exchange Agreement, there is significant uncertainty that we would be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management may pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities, including secured and unsecured convertible debt instruments, or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders. In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests. However, we cannot provide any assurances that we will be able to be successful in raising such funds.
As defined under S-K 1300, we are a development stage issuer and we have incurred losses since our inception. The Company will require additional capital to meet its long-term operating requirements. Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions have contributed to general global economic uncertainty. During the three-month period ended December 31, 2025, these events continued to create uncertainty with respect to overall project funding and timelines. The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives.
We have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S. and Canadian chartered banks. We do not believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions. However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept lower rates of interest, which has also lowered our potential interest income.
Operating Activities
During the six months ended December 31, 2025, the Company’s operating activities consumed $7.6 million of cash (2024: $2.0 million). The cash used in operating activities for the six months ended December 31, 2025, reflects the Company’s funding of losses of $44.7 million, primarily resulting from increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions. Overall, operational outflows during the six months ended December 31, 2025, increased from the corresponding period of 2024 due to costs and expenditures incurred in connection with the 2025 Drilling Program and the Company's current efforts to update the Elk Creek Project feasibility study. Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.
Investing Activities
During the six months ended December 31, 2025, the Company’s investing activities consumed $23.0 million of cash (2024: $0). The cash used in investing activities for the six months ended December 31, 2025, reflects the acquisition of additional land and mineral rights for the Elk Creek Project as well as the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC.
26
Financing Activities
Financing inflows were $311.3 million during the six months ended December 31, 2025 (2024: $0.5 million), with 2025 inflows reflecting the gross receipts of $305.2 million from the equity offerings, and $29.6 million from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement, offset by $23.5 million of share issuance costs.
Cash Flow Considerations
The Company has historically relied upon debt and equity financings to finance its activities. Subject to the restrictions set forth in the Exchange Agreement, the Company may pursue additional debt and/or equity financing in the medium term; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms, or at all.
The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through the sale of equity securities.
The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital markets conditions, and its success in developing the Elk Creek Project. Any quoted market for the Common Shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.
Historically, the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration and development plans and other contractual obligations when due. However, development and construction of the Elk Creek Project will require substantial additional capital resources. This includes funding for Elk Creek Project construction and other costs. See “—Liquidity and Capital Resources” above for the Company’s discussion of arrangements related to possible future financings.
Critical Accounting Estimates
There have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting Pronouncements” as of June 30, 2025, in the Annual Report on Form 10-K, other than the addition of critical accounting estimates related to the valuation and impairment assessment of goodwill and identifiable intangible assets recognized in the current period.
Use of Non-GAAP Financial Measures and Reconciliations
The Company has included certain non-GAAP financial measures in this Quarterly Report on Form 10-Q such as adjusted net loss and adjusted net loss per share. Adjusted net loss for presentation purposes is our net loss attributable to the Company plus non-cash items plus (gain)/loss on non-recurring items. Adjusted net loss per share is the impact of these adjustments on the per share net losses incurred. These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance U.S. GAAP. Because these non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. The Company’s management believes that presenting adjusted net loss and adjusted net loss per share provides investors with additional insight into underlying operating performance by excluding the non-cash gains and losses noted above. Our presentation of certain non-GAAP financial measures should not be construed to imply that our future results will be unaffected by the types of items excluded from the calculations of non-GAAP measures. These non-GAAP measures are not presented in accordance with U.S. GAAP and the use of these terms vary from others in our industry.
27
Reconciliations of net loss attributable to the Company to adjusted net loss and net loss per share attributable to the Company to adjusted net loss per share are presented below:
|
|
For the Three Months Ended December 31, |
|
|
For the Six Months Ended December 31, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss attributable to the Company |
|
$ |
(623 |
) |
|
$ |
(450 |
) |
|
$ |
(43,282 |
) |
|
$ |
(2,521 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of earnout liability |
|
|
(4,189 |
) |
|
|
(1,569 |
) |
|
|
10,307 |
|
|
|
(753 |
) |
Change in fair value of warrant liability |
|
|
(1,732 |
) |
|
|
(837 |
) |
|
|
15,826 |
|
|
|
(893 |
) |
Share based compensation |
|
|
784 |
|
|
|
781 |
|
|
|
3,086 |
|
|
|
781 |
|
Non-recurring gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(122 |
) |
Other non-cash adjustments |
|
|
281 |
|
|
|
204 |
|
|
|
282 |
|
|
|
222 |
|
Adjusted net loss |
|
$ |
(5,479 |
) |
|
$ |
(1,871 |
) |
|
$ |
(13,781 |
) |
|
$ |
(3,286 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share attributable to the Company |
|
$ |
— |
|
|
$ |
(0.01 |
) |
|
$ |
(0.44 |
) |
|
$ |
(0.06 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in fair value of earnout liability |
|
|
(0.04 |
) |
|
|
(0.04 |
) |
|
|
0.11 |
|
|
|
(0.02 |
) |
Change in fair value of warrant liability |
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
0.17 |
|
|
|
(0.02 |
) |
Share based compensation |
|
|
0.01 |
|
|
|
0.02 |
|
|
|
0.03 |
|
|
|
0.02 |
|
Non-recurring gains |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Other non-cash adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted net loss per share |
|
$ |
(0.04 |
) |
|
$ |
(0.05 |
) |
|
$ |
(0.13 |
) |
|
$ |
(0.08 |
) |
Certain U.S. Federal Income Tax Considerations
If NioCorp (or a subsidiary) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Common Shares or other NioCorp securities (as determined under applicable U.S. federal income tax law), then certain significant adverse tax consequences could apply to such U.S. holder, including requirements to treat any gain realized upon a disposition of Common Shares (or other securities) as ordinary income, to include certain “excess distributions” on Common Shares in income, and to pay an interest charge on a portion of any such gain or distribution. NioCorp believes that it was classified as a PFIC during the taxable years ended June 30, 2025 and 2024, and, based on the current composition of its income and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years. No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Quarterly Report on Form 10-Q. In addition, even if NioCorp concluded that it or any subsidiary was not classified as a PFIC, the IRS could challenge such determination and a court could sustain the challenge. Accordingly, there can be no assurance that NioCorp or any subsidiary will not be classified as a PFIC for any taxable year. Each holder of Common Shares or other NioCorp securities should consult its own tax advisors regarding the PFIC status of NioCorp and each subsidiary thereof and the resulting tax consequences to the holder, as well as any potential to mitigate such tax consequences through a “QEF” or “mark-to-market” election. See the “Risk Factors” section of the Annual Report on Form 10-K.
Other
The Company has one class of shares, being Common Shares. A summary of outstanding Common Shares, Options, and Warrants as of February 6, 2026, is set out below, on a fully diluted basis.
|
|
Common Shares |
|
|
|
|
(Fully Diluted) |
|
|
Common Shares |
|
|
125,321,172 |
|
Vested shares of ECRC Class B common stock (1) |
|
|
3,516,140 |
|
Options (2) |
|
|
4,852,500 |
|
Warrants (3) |
|
|
19,108,037 |
|
28
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
The Company’s exposure to changes in market interest rates relates primarily to the Company’s earned interest income on cash deposits and short-term investments. The Company maintains a balance between the liquidity of cash assets and the interest rate return thereon. The carrying amount of financial assets, net of any provisions for losses, represents the Company’s maximum exposure to credit risk.
Foreign currency exchange risk
The Company incurs expenditures in both U.S. dollars and Canadian dollars. Canadian dollar expenditures are primarily related to certain Common Share-related costs and corporate professional services. As a result, currency exchange fluctuations may impact the costs of our operating activities. To reduce this risk, we maintain sufficient cash balances in Canadian dollars to fund expected near-term expenditures.
Commodity price risk
The Company is exposed to commodity price risk related to the elements associated with the Elk Creek Project. A significant decrease in the global demand for these elements may have a material adverse effect on our business. The Elk Creek Project is not in production, and the Company does not currently hold any commodity derivative positions.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The management of NioCorp Developments Ltd. has evaluated, under the supervision of and with the participation of the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and CFO have concluded that the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Material Weaknesses in Internal Control over Financial Reporting Existing as of December 31, 2025
The management of NioCorp Developments Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on that evaluation, the CEO and the
29
CFO have concluded that, as of December 31, 2025, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, continued to exist as of December 31, 2025. Specifically, management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.
As previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and December 31, 2022. Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.
Remediation Plan for the Material Weaknesses
To address our material weaknesses existing as of December 31, 2025, we have implemented and continue to develop a remediation plan to address each individual material weakness identified. While these remediation efforts are ongoing and the material weaknesses continue to exist, management has taken measured steps to strengthen the Company’s internal control environment. These actions include the following:
30
The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic, and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
While we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.
Changes in Internal Control over Financial Reporting
Other than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active, or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
You should carefully consider the risk factors discussed in Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which could materially affect the Company’s business, financial condition or future results.
The information set forth in this Quarterly Report on Form 10-Q, including without limitation, the risk factors presented below, updates and should be read in conjunction with, the risk factors and information disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Updates to the feasibility study for the Elk Creek Project may result in material changes in mineral resource/reserve estimates and grades of mineralization, and may affect the economic viability of the Elk Creek Project and its anticipated return on capital, which could have a material adverse effect on our ability to obtain sufficient financing for the Elk Creek Project, our ability to execute our business plan and our Common Share price.
As previously disclosed, the Company continues to execute a work plan to update the feasibility study for the Elk Creek Project, which is expected to incorporate, among other matters, (i) a new and more efficient production process; (ii) the potential addition of magnetic rare earth products and the planned production of titanium in the form of titanium tetrachloride; (iii) an
31
updated mine design; (iv) updated capital expenditure and operating cost estimates, which could be materially higher than those included in the S-K 1300 Elk Creek Technical Report Summary; and (v) and updated product pricing. These updates to the feasibility study may result in material changes in mineral resource/reserve estimates and grades of mineralization and may affect the economic viability of the Elk Creek Project and its anticipated return on capital, which could have a material adverse effect on our ability to obtain sufficient financing for the Elk Creek Project, our ability to execute our business plan and our Common Share price.
Mineral resource/reserve estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by our feasibility studies and drill results. The mineral resource and mineral reserve estimates included in the S-K 1300 Elk Creek Technical Report Summary and contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 have been, and mineral resource and mineral reserve estimates to be included in the updated feasibility study will be, determined based on assumed future prices, cut-off grades, and operating costs that may prove to be inaccurate. Extended declines in market prices for our products may render portions of our resource/reserve estimates uneconomic and may result in reduced reported resources/reserves or may adversely affect any economic viability determinations we may reach. Any material reductions in estimates of resources/reserves could have a material adverse effect on our Common Share price and on the value of our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
The Company issued and sold the following Common Shares in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of advances under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith:
Date |
|
Gross Proceeds |
|
|
Shares Issued |
|
|
Price/Share |
|
|||
December 10, 2025 |
|
$ |
7,563.7 |
|
|
|
1,200,000 |
|
|
$ |
6.3031 |
|
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended December 31, 2025, the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company
ITEM 6. EXHIBITS
Exhibit No. |
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Title |
2.1(1)*,** |
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3.1(2) |
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3.2(2) |
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3.3(3) |
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32
4.1(4) |
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4.2(4) |
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Form of October Pre-Funded Warrant (included in Exhibit 4.1) |
4.3(5) |
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31.1 |
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31.2 |
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32.1 |
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32.2 |
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101.INS(6) |
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Inline XBRL Instance Document |
101.SCH(6) |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to the Securities and Exchange Commission upon request.
** Certain exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will be furnished to the Securities and Exchange Commission upon request.
(1) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on December 4, 2025, and incorporated herein by reference.
(2) Previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the SEC on July 26, 2016, and incorporated herein by reference.
(3) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on March 17, 2023, and incorporated herein by reference.
(4) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on October 15, 2025, and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on November 21, 2025, and incorporated herein by reference.
(6) Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025, (ii) the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended December 31, 2025 and 2024, (iii) the Interim Condensed Consolidated Statements of Cash Flows for the Six Months ended December 31, 2025 and 2024, (iv) the Interim Condensed Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interest for the Three and Six Months ended December 31, 2025 and 2024 and (v) the Notes to the Interim Condensed Consolidated Financial Statements.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NIOCORP DEVELOPMENTS LTD.
(Registrant)
By: |
/s/ Mark A. Smith |
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Mark A. Smith |
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President, Chief Executive Officer and |
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(Principal Executive Officer) |
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Date: February 6, 2026 |
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By: |
/s/ Neal Shah |
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Neal Shah |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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Date: February 6, 2026 |
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34
EXHIBIT 31.1
CERTIFICATION
I, Mark A. Smith, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of NioCorp Developments Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 6, 2026 |
By: |
/s/ Mark A. Smith |
|
|
Mark A. Smith |
|
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION
I, Neal Shah, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of NioCorp Developments Ltd.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: February 6, 2026 |
By: |
/s/ Neal Shah |
|
|
Neal Shah |
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NioCorp Developments Ltd. (the "Company"), for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark Smith, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 6, 2026 |
By: |
/s/ Mark A. Smith |
|
|
Mark A. Smith |
|
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Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of NioCorp Developments Ltd. (the "Company"), for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Neal Shah, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 6, 2026 |
By: |
/s/ Neal Shah |
|
|
Neal Shah |
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |