NIOBW

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 expectation that it will receive the full $10.0 million in reimbursement under the 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; the intended use of our cash balance as of March 31, 2026, 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 previously announced drilling program at the Elk Creek Project (the "2025 Drilling Program"); 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 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,” “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, 19 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 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, 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 business combination with GX Acquisition Corp. II 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 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. 20 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 southeastern 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 February 25, 2026, the Company issued and sold (a) 17,400,000 Common Shares at an offering price of $5.00 per Common Share and (b) 2,600,000 pre-funded Warrants (the “February Pre-Funded Warrants”) to purchase up to an additional 2,600,000 Common Shares at an offering price of $4.9999 per February Pre-Funded Warrant in a registered offering (the “February 2026 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 February 24, 2026. On February 25, 2026 and March 4, 2026, the Company issued a total of 2,599,951 Common Shares in connection with the cashless exercise of all of the outstanding February Pre-Funded Warrants. The Company received net proceeds from the February 2026 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $93,406. On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the "Rights Plan") pursuant to a Shareholder Rights Plan Agreement dated November 21, 2025 (the "Original Rights Plan Agreement"), between the Company and Computershare Investor Services Inc., as rights agent (the "Rights Agent"). One right (a "Right") was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each Common Share subsequently issued 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 Rights Plan was not adopted in response to any specific take-over proposal. Subsequent to the period end, on April 6, 2026, following approval by the Company's shareholders at the Company's annual general meeting, the Company and the Rights Agent entered into an Amended and Restated Shareholder Rights Plan Agreement (the "Amended Rights Plan Agreement"), which amended and restated the Original Rights Plan Agreement in its entirety. Under the Original Rights Plan Agreement, the Rights Plan would have expired on May 21, 2026. Under the Amended Rights Plan Agreement, the Rights Plan now expires at 5:00 p.m. (Toronto time) on the date of the Company's annual general meeting 21 of shareholders to be held in 2027, or earlier upon the redemption of the Rights or, provided that a triggering event has not occurred, at such earlier date or time as the Board of Directors may determine in its sole discretion. Neither the adoption of the Original Rights Plan Agreement nor the subsequent entry into the Amended Rights Plan Agreement had an impact on the Company's consolidated financial statements for the period ended March 31, 2026. Elk Creek Project Update On February 26, 2026, the Company announced that construction of the main access to the underground portion (the "Portal Project") of the Company’s Elk Creek Critical Minerals Project (the “Elk Creek Project”) in southeastern Nebraska had begun. The construction of the Elk Creek Project mine’s main entrance, known as a “portal,” will serve as the primary access point for personnel, equipment, and materials, as well as to deliver ore from the underground mine to the surface production plant. The Company also filed a formal “Notice of Commencement” with the Mine Safety and Health Administration (MSHA) in conjunction with this effort. The Portal Project has an overall budget of $44.6 million, and through March 31, 2026, the Company has incurred approximately $1.8 million in construction costs. 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 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: •Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements; •Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, as well as potential rare earth oxide production; •Negotiation and completion of engineering, procurement, and construction agreements; •Hiring of personnel to manage the Company’s responsibilities for construction and operations; •Completion of the final detailed engineering for the underground portion of the Elk Creek Project; •Completion of the final detailed engineering for surface project facilities; •Construction of natural gas and electrical infrastructure to serve the Elk Creek Project site; •Completion of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site; •Completion of mine groundwater investigation and control activities; •Initiation of long-lead equipment procurement activities; •Continuation of the Company’s efforts to secure additional federal, state, and local operating permits, as needed; •Completion of the characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs; and •Initiation of road improvements near the junction of Nebraska state highways 50 and 62, which are intended to facilitate access to the Elk Creek Project site and manage prospective increased traffic in the project vicinity. 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 March 31, For the Nine Months Ended March 31, 2026 2025 2026 2025 Operating expenses Employee related costs $ 1,475 $ 376 $ 4,982 $ 1,610 Professional fees 1,243 636 3,431 1,858 Exploration expenditures 1,693 495 13,409 894 Other operating expenses 2,919 1,092 7,028 2,533 Total operating expenses 7,330 2,599 28,850 6,895 Change in fair value of earnout shares liability (2,679 ) 1,263 7,628 510 Change in fair value of warrant liabilities (2,156 ) 1,513 13,670 620 Change in fair value of convertible notes — — — 40 Interest expense — — — 48 Foreign exchange loss (gain) 4 (2 ) 7 2 Interest income (2,823 ) — (5,767 ) — Other gains — — — (122 ) (Gain) loss on equity securities (1 ) 2 (1 ) 2 Income tax benefit — — — — Less: Net (loss) attributable to redeemable noncontrolling interest (344 ) (78 ) (1,774 ) (177 ) Net income (loss) and comprehensive income (loss) attributable to the Company $ 669 $ (5,297 ) $ (42,613 ) $ (7,818 ) Net income (loss) per common share, basic $ 0.01 $ (0.11 ) $ (0.39 ) $ (0.17 ) Net income (loss) per common share, diluted 0.01 (0.11 ) (0.39 ) (0.17 ) Adjusted net (loss) (2,700 ) (2,467 ) (16,481 ) (5,753 ) Adjusted net (loss) per share (0.02 ) (0.05 ) (0.14 ) (0.14 ) Three-month period ended March 31, 2026 compared to the three-month period ended March 31, 2025 Significant items affecting operating expenses are noted below: Employee-related expenditures increased for the three-month period in 2026 as compared to 2025 primarily due to the timing of the amortization of costs associated with options to purchase Common Shares ("Options") issued to employees in 2026 and the hiring of additional corporate staffing. Professional fees increased for the three-month period in 2026 as compared to 2025 primarily due to higher professional service costs incurred in support of the Company's corporate governance, regulatory compliance, and project advancement activities. Exploration expenditures increased for the three-month period in 2026 as compared to 2025, primarily due to costs associated with the Company's 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 2026 as compared to 2025 primarily due the timing of the amortization of costs associated with Option grants issued to board members and advisors, as well as higher investor-facing service costs. 23 Other significant items impacting the change in the Company’s net income (loss) and net income (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 for the three-month period in 2026 as compared to 2025 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 2026 as compared to 2025 primarily reflect decreases in the Company’s Common Share price used in the Black-Scholes valuation of outstanding Warrant liabilities. In addition, the 2026 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 2026 as compared to 2025 is attributable to our higher cash balance resulting from our successful financing efforts subsequent to March 31, 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 2026 as compared to 2025 is related to the increased exploration expenditures, as noted above, incurred by ECRC. Adjusted net loss increased slightly for the three-month period in 2026, as compared to 2025, primarily due to the increases in operating expenditures as noted above, partially offset by increased interest income. Adjusted net loss per share declined due to the impact of additional Common Share issuances subsequent to March 31, 2025. Nine-month period ended March 31, 2026 compared to the nine-month period ended March 31, 2025 Except as noted below, the discussion of significant variances for the three-month period also explains the majority of changes for the nine-month period, including with respect to net loss and net loss per share for the nine-month period ended March 31, 2026: Exploration expenditures increased for the nine-month period ended March 31, 2026 as compared to 2025, 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 nine-month period ended March 31, 2026 as compared to 2025, 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 increased for the nine-month period ended March 31, 2026, as compared to 2025, primarily due to the higher operating expenses as noted above, partially offset by an increase in interest income. Adjusted net loss per share remained steady due to an increase in Common Shares outstanding since March 31, 2025. 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 February 2026 Offering with net proceeds of approximately $93.4 million, after deducting placement agency fees and other offering expenses payable by the Company. In addition, during the three-month period ended March 31, 2026, the Company issued an aggregate of 4,553,142 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 $31.2 million. The Company expects 24 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 March 31, 2026, the Company had cash of $419.2 million and working capital of $409.9 million, compared to cash of $25.6 million and working capital of $24.8 million on June 30, 2025. We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash outflows are approximately $65.0 million to $75.0 million for the next twelve months. These planned cash outflows 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 $11.6 million and the settlement of outstanding accounts payable as of March 31, 2026. 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 March 31, 2026, as well as the proceeds from Warrant and Option Exercises, if any, 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 25 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. Except for 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 March 31, 2026, 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 nine-month period ended March 31, 2026, the Company’s operating activities consumed $11.9 million of cash (2025: $5.9 million). The cash used in operating activities for the nine-month period ended March 31, 2026, reflects the Company’s funding of losses of $44.4 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 nine-month period ended March 31, 2026, increased from the corresponding period of 2025 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 nine-month period ended March 31, 2026, the Company’s investing activities consumed $27.7 million of cash (2025: $—). The cash used in investing activities for the nine months ended March 31, 2026, reflects the acquisition of 26 additional land and mineral rights for the Elk Creek Project as well as costs incurred related to the construction of the Portal Project, and the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC. Financing Activities Financing inflows were $435.3 million during the nine-month period ended March 31, 2026 (2025: $5.2 million), with 2026 inflows reflecting the gross receipts of $405.2 million from the equity offerings and $60.8 million from Warrant and Option exercises and advances under the Yorkville Equity Facility Financing Agreement, offset by $30.1 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, except as noted below. Intangible Assets The fair value of the acquired technology was estimated using the multi-period excess earnings method. Significant inputs include estimated future cash flows attributable to the acquired technology, an appropriate discount rate, and assumptions regarding technological obsolescence. The intangible asset is amortized on a straight-line basis over an estimated useful life of ten years and is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Assumptions used in the model are subjective and require significant judgment. Goodwill Goodwill is assessed for impairment annually, or more frequently upon the occurrence of a triggering event. The Company operates as a single reporting unit, as our scandium commercialization activities are not managed or reviewed as a discrete component by the CODM and no discrete financial information is prepared at that level. Accordingly, goodwill is tested at the consolidated reporting unit level. This determination will be reassessed as our scandium commercialization activities mature. 27 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 with 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. Reconciliations of net income (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 March 31, For the Nine Months Ended March 31, 2026 2025 2026 2025 Net income (loss) attributable to the Company $ 669 $ (5,297 ) $ (42,613 ) $ (7,818 ) Adjustments: Change in fair value of earnout shares liability (2,679 ) 1,263 7,628 510 Change in fair value of warrant liabilities (2,156 ) 1,513 13,670 620 Share-based compensation 825 7 3,911 788 Non-recurring gains — — — (122 ) Loss on share issuances 488 43 724 80 Depreciation and amortization 154 2 200 3 Other (1 ) 2 (1 ) 186 Adjusted net (loss) $ (2,700 ) $ (2,467 ) $ (16,481 ) $ (5,753 ) Net income (loss) per share attributable to the Company $ 0.01 $ (0.11 ) $ (0.39 ) $ (0.17 ) Adjustments: - - - - Change in fair value of earnout shares liability (0.02 ) 0.03 0.07 0.01 Change in fair value of warrant liabilities (0.02 ) 0.03 0.13 0.01 Share-based compensation 0.01 — 0.04 0.02 Non-recurring gains — — — — Loss on share issuances — — 0.01 — Depreciation and amortization — — — (0.01 ) Other — — — — Adjusted net (loss) per share $ (0.02 ) $ (0.05 ) $ (0.14 ) $ (0.14 ) 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 28 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 May 14, 2026, is set out below, on a fully diluted basis. Common Shares Outstanding (Fully Diluted) Common Shares 145,587,048 Vested shares of ECRC Class B common stock (1) 3,516,140 Options (2) 4,397,500 Warrants (3) 20,695,331 (1)Each exchangeable into one Common Share at any time, and from time to time, until March 17, 2033. (2)Each exercisable into one Common Share. (3)Includes 15,666,526 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 3,175,586 Warrants that are each exercisable into one Common Share.