Niocorp Developments Ltd (NIOBW)

NioCorp Developments Ltd. is a development stage issuer advancing the Elk Creek Project, a critical minerals project located near Elk Creek, Nebraska, that is expected to produce niobium, scandium, titanium, and several rare earth products, including neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, samarium-europium-gadolinium carbonate, and heavy rare earth carbonate. The company operates in the minerals industry, which is subject to significant competition to discover, acquire, and obtain project financing for mineral properties. The industry is characterized by a significant focus on domestic critical mineral supply among potential producers, processors, and the U.S. Government, with recent government financing and policy support announced for other potential sources of critical minerals. The most prominent global competitor is China, which controls a substantial majority of the world’s scandium and REE production, benefiting from extensive government support that allows Chinese companies to offer products at subsidized prices. The mining business is subject to mineral price cycles, and the marketability of minerals is affected by worldwide economic cycles, with fluctuations in supply and demand common across regions.

The company faces significant competition within the minerals industry to discover, acquire, and obtain project financing for mineral properties, and competes with others in efforts to obtain project financing and resources to advance the Elk Creek Project to construction and commercial operation. These other companies may be better capitalized, and the company may have difficulty obtaining the necessary financing and resources. Once the Elk Creek Project begins commercial operation, the company expects to face significant competition both domestically and globally for its products, with China being the most prominent global competitor, controlling a substantial majority of the world’s scandium and REE production. The company believes that Chinese export controls have created a bifurcated market for scandium, dysprosium, and terbium, causing prices outside China to be significantly higher than prices within China. The world’s largest supplier of niobium, Companhia Brasileira de Metalurgia e Mineração, supplies approximately 85% of the world’s niobium ¹.

NioCorp’s primary business strategy is to advance the Elk Creek Project to commercial production, focusing on securing project financing sufficient to cover initial capital costs and other related expenses necessary for the commencement and completion of construction. The company generates no revenue from operations, as it is a development stage issuer with no history of producing commercial products from its current mining properties. The business is conducted primarily through its majority-owned subsidiary, Elk Creek Resources Corp., which is developing the Elk Creek Project. The company’s economic dependence is limited, with its business not substantially dependent on any contract other than land and mineral right option agreements and offtake agreements for products to be produced from the Elk Creek Project.

The Elk Creek Project is expected to produce niobium, scandium, titanium, and several rare earth products. Niobium is used to produce superalloys for high performance aircraft and jet turbines, and in high-strength, low-alloy steel for automobiles, bridges, and pipelines. Scandium can be combined with aluminum to make super-high-performance alloys and is a critical component of advanced solid oxide fuel cells, which are increasingly being deployed for energy-intensive artificial intelligence data centers. Titanium is used in aerospace applications, weapons systems, protective armor, and medical implants, as well as in pigments. Rare earth elements, including neodymium, praseodymium, terbium, and dysprosium, are critical to the making of neodymium-iron-boron magnets used in defense systems, electric vehicles, advanced automation, and robotics.

The company has entered into offtake agreements covering the sale of 75% of its planned ferroniobium production for the first ten years of commercial operation ². It has also entered into non-binding memoranda of understanding and non-binding term sheets related to the offtake of the remainder of the ferroniobium, as well as portions of its expected production of scandium and 100% of its titanium and rare earth production ³. The company’s subsidiary, NioCorp Advanced Metals and Alloys, LLC, is focused on the production of scandium-containing aluminum master alloys, and NioCorp Technologies Limited is engaged in the research and development of aluminum-scandium alloys.

During fiscal year 2026, the company completed the acquisition of an additional 447.43 acres of land pursuant to existing option to purchase agreements, giving it full ownership of all surface rights within the one-square-mile section where it plans to construct the underground critical minerals mine and integrated surface processing facility ⁴. On December 4, 2025, the company, through its newly-formed subsidiary NAMA, completed the acquisition of the manufacturing assets and intellectual property of FEA Materials LLC for $8.4 million in cash ⁵. On February 26, 2026, the company announced that construction of the main access to the underground portion of the Elk Creek Project, known as the Portal Project, had commenced, with an overall budget of $44.6 million ⁶. During the fiscal year ended June 30, 2026, the company raised approximately $467.2 million in net proceeds from equity financing transactions ⁷. On August 4, 2025, ECRC entered into a Project Sub-Agreement with Advanced Technology International, acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of War, entitling ECRC to receive up to an aggregate of approximately $10.0 million of reimbursement payments ⁸. On November 21, 2025, the company adopted a limited-duration shareholder rights plan.

The company has incurred losses since inception and expects to continue to incur losses in the future. Net loss attributable to the Company was $48.6 million for the year ended June 30, 2026, and $17.4 million for the year ended June 30, 2025 ⁹. The company has negative cash flow from operating activities and expects to continue to incur negative investing and operating cash flows until successful commercial production is achieved at the Elk Creek Project. The company’s current planned cash needs are approximately $65 million to $75 million for the next twelve months ¹⁰.

The company expects to operate at a loss for the foreseeable future, with planned cash needs of approximately $65 million to $75 million for the next twelve months ¹¹. The company expects to use its cash balance as of June 30, 2026, proceeds from Warrant and option exercise issuances, and reimbursement payments pursuant to the DoW Agreement to fund planned expenditures for the next twelve months. The 2026 S-K 1300 Elk Creek Technical Report Summary includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,849 million ¹², which is an increase of approximately $708 million compared to the estimated total upfront capital expenditure of approximately $1,141.0 million included in the 2022 S-K 1300 Elk Creek Technical Report Summary ¹³.

The company is pursuing the EXIM Financing process, having received a Letter of Interest from the Export-Import Bank of the United States on March 6, 2023, and a Preliminary Project Letter on April 15, 2024. The completion of the 2026 Elk Creek Study satisfies a key EXIM due diligence requirement, and the company expects to advance to the next steps of the process relating to detailed engineering, procurement, and construction contracting. The company believes the updated 2026 Elk Creek Study demonstrates that the Elk Creek Project satisfies the criteria for increased financing as contemplated by the PPL, but is currently unable to estimate the total amount of the EXIM Financing, if any.

The company is advancing the Portal Project, which has an overall budget of $44.6 million, and through June 30, 2026, has incurred approximately $5.6 million in construction costs ¹⁴. The company also completed a drilling program during fiscal year 2026 to support the conversion of indicated resources into measured resources and probable mineral reserves into proven mineral reserves, which formed the basis of the updated 2026 Elk Creek Study. The acquisition of FEA Materials LLC’s assets and intellectual property is expected to strengthen 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.

The company’s cost structure is subject to variation due to factors such as changing ore grade, metallurgical performance, and revisions to mine plans, as well as the price of commodities such as fuel, steel, aluminum, iron, chemicals, natural gas, fresh water, and electricity. The 2026 S-K 1300 Elk Creek Technical Report Summary includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,849 million, including a contingency of 14% ¹⁵. The increase in estimated total upfront capital expenditure is primarily driven by a substantially redesigned processing plan and mining operation producing eight critical minerals and significant inflationary impacts since the 2022 S-K 1300 Elk Creek Technical Report Summary.

The company’s operational outlook includes the advancement of the Elk Creek Project through detailed design, development, and construction, as well as the commencement of early elements of project construction. The company is focused on securing project financing sufficient to cover initial capital costs and other related expenses. The company has fourteen full-time employees and four contract employees as of June 30, 2026 ¹⁶, and uses consultants with specific skills to assist with various aspects of corporate affairs, project evaluation, due diligence, corporate governance, and property management.

The company’s capital allocation strategy includes raising additional capital to fund its business plan, with planned expenditures over the next twelve months consisting of expenditures relating to the advancement of the Elk Creek Project, corporate overhead costs, and estimated costs related to securing financing. The company raised approximately $467.2 million in net proceeds from equity financing transactions during fiscal year 2026 ¹⁷. The company does not pay dividends on its Common Shares.

The company faces headwinds including the need for significant additional capital to fund its business plan, with no assurance that financing sources will be available or sufficient. The company has a limited operating history, a history of losses, and expects to continue to incur losses. The company may be unable to successfully negotiate final, definitive offtake agreements, which could have a material adverse effect on its ability to secure project financing. The company has identified a material weakness in its internal control over financial reporting, which could result in material misstatements in its financial statements and a failure to meet reporting and financial obligations.

The company faces constraints from price volatility in commodities, which could have dramatic effects on results of operations and the ability to obtain financing. The price of niobium tends to be set through a limited long-term offtake market, and the world’s largest supplier supplies approximately 85% of the world’s niobium ¹⁸. The company’s operations are subject to significant governmental regulations, including environmental regulations, and the need to obtain permits and licenses. The company also faces risks from supply chain disruptions, inflation, tariffs, and trade tensions, which could delay its ability to secure supplies and equipment for the Elk Creek Project.

Management’s message emphasizes the company’s primary business strategy to advance the Elk Creek Project to commercial production, with a focus on securing project financing sufficient to cover initial capital costs and other related expenses. The company is working to advance the Elk Creek Project through EXIM’s due diligence and loan application process, with the completion of the 2026 Elk Creek Study satisfying a key EXIM due diligence requirement. Management highlights the company’s expectation to receive the full $10.0 million in reimbursement under the DoW Agreement ²², and the intended use of the cash balance as of June 30, 2026, proceeds from Warrant exercise issuances, and reimbursement payments pursuant to the DoW Agreement. The company’s strategic priorities include advancing the Elk Creek Project to construction and commercial operation, securing project financing, and completing detailed design, development, and construction of the project.

For the fiscal year ended June 30, 2026, the company reported a net loss attributable to the Company of $48.6 million, compared to a net loss of $17.4 million for the fiscal year ended June 30, 2025 ²³. The company has not generated any revenue from operations, as it is a development stage issuer with no history of producing commercial products. The company’s planned cash needs are approximately $65 million to $75 million for the next twelve months ²⁴. The company raised approximately $467.2 million in net proceeds from equity financing transactions during fiscal year 2026 ²⁵. The company’s cash balance as of June 30, 2026, along with proceeds from Warrant and option exercise issuances and DoW Agreement reimbursement payments, is expected to fund planned expenditures for the next twelve months. The company has identified a material weakness in its internal control over financial reporting, which existed as of June 30, 2026.

The company will require significant additional capital to fund its business plan, with planned cash needs of approximately $65 million to $75 million for the next twelve months ¹⁹, and there is no assurance that financing sources will be available or sufficient. The company has a history of losses, with a net loss attributable to the Company of $48.6 million for the year ended June 30, 2026 ²⁰, and expects to continue to incur losses. The company may be unable to successfully negotiate final, definitive offtake agreements, which could have a material adverse effect on its ability to secure project financing and establish the commercial viability of the Elk Creek Project. The company has identified a material weakness in its internal control over financial reporting, which could result in material misstatements in its financial statements and a failure to meet reporting and financial obligations. The company faces price volatility in commodities, with the world’s largest supplier of niobium supplying approximately 85% of the world’s niobium ²¹, and the company’s operations are subject to significant governmental regulations and the need to obtain permits and licenses.