NASDAQ: NB

•
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 enables those applications to be stronger and lighter in mass. This “lightweighting” benefit often results in environmental benefits, including reduced fuel consumption and material usage, which can result in fewer air emissions.

•
Scandium can be combined with aluminum to make super-high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, which are increasingly being deployed to provide reliable, on-site power for energy-intensive artificial intelligence data centers.

•
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 earth elements are critical minerals that are needed in virtually all U.S. defense systems and across the electronics, manufacturing, high-technology, transportation, and energy sectors. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of neodymium-iron-boron magnets, which are used in critical defense systems, electric vehicles, advanced automation, and robotics.

Our primary business strategy is to advance our Elk Creek Project to commercial production. We are focused on securing project financing sufficient to cover initial capital costs and other related expenses necessary for the commencement and completion of construction, and carrying out our near-term planned work programs necessary to complete detailed design, development, and construction of the Elk Creek Project, as well as the commencement of early elements of project construction.

1

Corporate Structure

The Company’s business operations are conducted primarily through ECRC. The table below provides an overview of the Company’s current subsidiaries and their activities:

Name

State/Province of Formation

Ownership

Business

0896800 B.C. Ltd. (“0896800”)

British Columbia

100%

The only business of 0896800 is to hold the shares of Class A common stock of ECRC

Elk Creek Resources Corp. (“ECRC”)

Delaware

81.33%(1)

The business of ECRC is the development of the Elk Creek Project

NioCorp Advanced Metals and Alloys, LLC ("NAMA")

Delaware

100%

The business of NAMA is the production of scandium-containing aluminum master alloys

NioCorp Technologies Limited

United Kingdom

100%

The business of NioCorp Technologies Limited is the research and development of aluminum-scandium alloys and other business opportunities

(1)
Represents 100% of Class A common stock owned by 0896800, and 3,516,140 Vested Shares and 3,391,596 Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2026.

Historical Development of the Business

The acquisition of the carbonatite property located in Southeast Nebraska, USA (the “Elk Creek Property”) was closed in December 2010 and involved the purchase by NioCorp of all of the issued and outstanding common shares of a private British Columbia company, which in turn held 100% of the issued and outstanding shares of Elk Creek Resources Corp., a Nebraska corporation.

Between 2011 and 2020, the Company advanced the Elk Creek Project through the completion of field exploration programs, feasibility study development and reporting, updates to underground mine designs and supporting infrastructure, and the receipt of required permits from the State of Nebraska.

During fiscal year 2021, we obtained funding which allowed us to purchase land and mineral rights at the Elk Creek Property and continue early project execution activities. During fiscal year 2022, we focused efforts towards refining our Elk Creek Project mineral resource and mineral reserve estimates with respect to REEs. This work included additional assays of historical drill core to fill data gaps in the existing resource database and re-modeling. Based on this re-interpretation of the geologic data, an update to the mine plan was also completed. Based on this work, we issued a NI 43-101 technical report on June 28, 2022, and filed the 2022 S-K 1300 Elk Creek Technical Report Summary as an exhibit to our Annual Report on Form 10-K for the year ended June 30, 2022.

On March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company, GX Acquisition Corp. II (“GXII”), and Big Red Merger Sub Ltd (the “Closing”).

As a result of the GXII Transaction, among other matters, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name to “Elk Creek Resources Corp.”, which we refer to as “ECRC,” and the Common Shares and the Warrants that were assumed by NioCorp from GXII (the “NioCorp Assumed Warrants”) were listed for trading on Nasdaq under the symbols “NB” and “NIOBW,” respectively.

Pursuant to the Business Combination Agreement, the Sponsor Support Agreement, dated September 25, 2022, among GX Sponsor II LLC (the “Sponsor”), GXII, the Company and the other persons party thereto, and the Exchange Agreement, dated as of March 17, 2023, by and among NioCorp, ECRC and the Sponsor (the “Exchange Agreement”), after the Closing, the shares of Class B common stock of ECRC are exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions. Of the issued and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the “Vested Shares”) were vested as of the Closing Date and are exchangeable at any time, and from time to time, until the tenth anniversary of the Closing Date and 3,391,596 shares (the “Earnout Shares”) are exchangeable until the tenth anniversary of the Closing Date, subject to certain vesting conditions. See Note 8 to the consolidated financial statements included in Part II, Item 8 hereof for additional information regarding the Class B common stock of ECRC.

In addition, during fiscal year 2026, the Company completed the acquisition of an additional 447.43 acres of land pursuant to existing option to purchase agreements ("OTPs"). As a result of these transactions, 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

2

mine and integrated surface processing facility associated with the Elk Creek Project. These acquisitions also include 1.6 acres of land adjacent to Highway 50 and County Road 721 that will be used for improvements to both roadways in order to establish the entrance to the project site on the north side of the Company’s owned lands.

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. The acquired assets include equipment and proprietary technology used to produce aluminum-scandium ("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.

On February 26, 2026, the Company announced that construction of the main access to the underground portion (the "Portal Project") of the Elk Creek Project had commenced. 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 June 30, 2026, the Company has incurred approximately $5.6 million in construction costs.

During fiscal year 2025, the Company initiated a drilling program at the Elk Creek Project to support the conversion of a portion of its current indicated resources into measured resources and the subsequent conversion of a portion of its current probable mineral reserves into proven mineral reserves. This drilling program and related assay work were completed in fiscal year 2026, and formed the basis of the updated 2026 Elk Creek Study, which is summarized in the 2026 S-K 1300 Elk Creek Technical Report Summary filed as Exhibit 96.1 to this Annual Report on Form 10-K and as more fully described below under Item 2. “Properties.”

Recent Corporate Events

EXIM Bank Financing Process

As previously disclosed, on March 6, 2023, the Company announced the receipt of a Letter of Interest from the Export-Import Bank of the United States (“EXIM”) for potential debt financing, which may include a loan or loan guarantee, through EXIM’s “Make More in America” initiative to fund a portion of the project costs of the Elk Creek Project (the “EXIM Financing”).

NioCorp submitted a formal application to EXIM under EXIM’s “Make More in America” initiative on June 6, 2023. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review Committee on October 2, 2023. EXIM deployed additional resources to the processing of the Company’s application during the quarter ended December 31, 2023, and has retained financial and legal consultants to support EXIM’s due diligence on the Elk Creek Project. On April 15, 2024, the Company received a Preliminary Project Letter (the “PPL”) from EXIM. The PPL is a summary of EXIM’s initial due diligence findings and also includes a preliminary Indicative Term Sheet. The PPL identified additional project activities to be undertaken by the Company in conjunction with the EXIM evaluation process. These include an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows.

NioCorp continues to work with EXIM to advance the Elk Creek Project through EXIM’s due diligence and loan application process. The completion of the 2026 Elk Creek Study satisfies a key EXIM due diligence requirement reflected in the PPL, and the Company now expects to advance to the next steps of the process relating to detailed engineering, procurement and construction contracting. The PPL included an indicative term sheet, which left open the total estimated amount of the EXIM Financing and provided that the amount of the EXIM Financing that could be made available for the Elk Creek Project will be scaled based on the number of U.S. jobs supported, both during construction and over the life of EXIM’s financing, subject to certain expectations regarding the ratio of debt-to-equity financing for the Elk Creek Project. The Company believes that the updated 2026 Elk Creek Study, with its updated economic analysis, mineral resource and mineral reserve estimates, and increased job creation projections, demonstrates that the Elk Creek Project satisfies the criteria for increased financing as contemplated by the PPL. However, NioCorp is currently unable to estimate the total amount of the EXIM Financing, if any, as well as how long the application process, including additional project activities identified by EXIM, may take, and there can be no assurances that NioCorp will be able to successfully negotiate a final commitment for the EXIM Financing, on acceptable terms, or at all.

During the fiscal year ended June 30, 2026, the Company raised approximately $467.2 million in net proceeds from equity financing transactions, which involved the issuance and sale of Common Shares, and pre-funded warrants to purchase Common Shares, in a series of registered offerings. For further discussion, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

3

DoW Agreement

On August 4, 2025, ECRC entered into a Project Sub-Agreement (the “DoW 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 War (“DoW”). Subject to the terms and conditions of the DoW Agreement, ECRC is entitled to receive up to an aggregate of approximately $10.0 million of reimbursement payments from the DoW upon the achievement of certain project milestones related to engineering and additional reserve drilling, as well as preparing updated cost estimates, for the Elk Creek Project. As of June 30, 2026, NioCorp has received approximately $8.1 million of reimbursement payments under the DoW Agreement.

Shareholder Rights Plan Agreement

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. On April 6, 2026, following approval by the Company's shareholders at the Company's annual general meeting held on April 6, 2026, 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 next annual general meeting.

Competitive Business Conditions

There is significant competition within the minerals industry to discover, acquire, and obtain project financing for, mineral properties considered to have commercial potential. We compete with others in efforts to obtain project financing and resources to advance the Elk Creek Project to construction and commercial operation, acquire and utilize mining and processing equipment, and hire qualified personnel. These other companies may be better capitalized than us and we may have difficulty in obtaining the financing and resources necessary to advance the Elk Creek Project to construction and commercial operation. There is currently a significant focus on domestic critical mineral supply among potential producers, processors and the U.S. Government. This includes recent government financing and policy support announced for other potential sources of critical minerals, which may alter the strategic importance of the Elk Creek Project and impact our ability to access funding or potential future government support. In addition, in competing for qualified personnel, we may be required to pay compensation or benefits relatively higher than those paid in the past, and the availability of qualified personnel may be limited in high-demand periods.

Once the Elk Creek Project begins commercial operation, we expect to face significant competition both domestically and globally for our products. The most prominent global competitor is China, which controls a substantial majority of the world’s scandium and REE production. China’s scandium and rare earth industries benefit from extensive government support, allowing Chinese companies to offer scandium and REEs at subsidized prices, often undercutting other producers. Moreover, Chinese companies have invested heavily in improving their processing capabilities, giving them a technological and cost advantage in the global market, and we believe, at the expense of world sustainability and labor standards. In recent years, China has also begun to implement export controls limiting the amount of scandium and REE products that are sold into the global market outside of China. We believe these controls have created a bifurcated market for scandium, dysprosium and terbium, causing prices outside China to be significantly higher than prices within China.

Cycles

The mining business is subject to mineral price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles. Demand has in the past, and may in the future, be subject to those same worldwide economic cycles. Fluctuations in supply and demand in various regions throughout the world are common. In addition, the niobium, scandium, titanium, and rare earth products, that we intend to produce at the Elk Creek Project are subject to additional commodity-specific price cycles resulting from, among other factors, demand for specific products, export controls, taxes and other tariffs and fees.

As NioCorp is a development stage issuer and has not yet generated any revenue from the operation of the Elk Creek Project, it is not currently significantly affected by changes in commodity demand and prices, except to the extent that these changes may impact the development of the Elk Creek Project. As it does not carry on production activities, NioCorp’s ability

4

to fund ongoing exploration is affected by the availability of financing, which is, in turn, affected by the strength of the economy and other general economic factors.

Economic Dependence

Other than land and mineral right option agreements and agreements between NioCorp and third parties for the purchase and sale of products to be produced from the Elk Creek Project (“offtake agreements”), NioCorp’s business is not substantially dependent on any contract such as a contract to sell the major part of its product or services or to purchase the major part of its requirements for goods, services or its raw materials, or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

Government Regulation

The exploration and development of a mining prospect is subject to regulation by a number of federal and state government authorities. These include the United States Environmental Protection Agency (the “EPA”) and the United States Army Corps of Engineers (the “USACE”) as well as the various state and local environmental protection agencies. The regulations address many environmental issues relating to air, soil, and water contamination, and apply to many mining related activities including exploration, mine construction, mineral extraction, ore milling, water use, waste disposal, and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals, taxation, data protection, and data security. Many of the regulations require permits or licenses to be obtained, the absence of which and/or inability to obtain such permits or licenses will adversely affect our ability to conduct our exploration, development, and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

General

While none of the lands on which the Elk Creek Project is proposed to be built are owned by the U.S. Government, mining rights on public lands are governed by the General Mining Law of 1872, as amended, which allows for the location of mining claims on certain federal lands upon the discovery of a valuable mineral deposit and compliance with location requirements. The exploration of mining properties and development and operation of mines is governed by both federal and state laws. Federal laws that govern mining claim location and maintenance and mining operations on federal lands are generally administered by the Bureau of Land Management. Additional federal laws, governing mine safety and health, also apply. State laws also require various permits and approvals before exploration, development or production operations can begin. Among other things, a reclamation plan must typically be prepared and approved, with financial assurance provided in the amount of projected reclamation costs. The financial assurance is used to ensure that proper reclamation takes place and will not be released until that time. Local jurisdictions may also impose permitting requirements, such as conditional use permits or zoning approvals.

Environmental Regulation

Our mineral projects are subject to various federal, state, and local laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive. The development, operation, closure, and reclamation of mining projects in the U.S. requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies and to file various reports and keep records of our operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to our proposed operations may be encountered. We are currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our operations are conducted in material compliance with applicable laws and regulations.

Changes to current local, state, or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could impact the economics of our projects.

Environmental Regulation - U.S. Federal Laws

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), and comparable state statutes, impose strict, joint, and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring clean-up actions and/or demands for reimbursement for government-incurred clean-up costs or natural resource damages. It is also not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Resource Conservation and

5

Recovery Act (“RCRA”), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA, and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

The Clean Air Act, as amended (“CAA”), restricts the emission of air pollutants from many sources, including mining and processing activities. Any future mining operations by the Company may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities, and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules.

The National Environmental Policy Act requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits to mining facilities and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare either a detailed statement known as an Environmental Impact Statement (“EIS”), or a less detailed statement known as an Environmental Assessment (“EA”). The EPA, other federal agencies, and any interested third parties can review and comment on the scope of the EIS or EA and the adequacy of any findings set forth in the draft and final EIS or EA. This process can cause delays in issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project.

The Clean Water Act (“CWA”), and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the U.S. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit or Stormwater Pollution Prevention Plan for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill material in wetlands and other waters of the U.S. unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants, and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The Safe Drinking Water Act (“SDWA”) and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining-related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third-party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury.

Environmental Regulation − Nebraska

Nebraska has a well-developed set of environmental regulations and responsible agencies but does not have clearly defined regulations with respect to permitting mines. As such, review of the project and the issuance of permits by Nebraska agencies and regulatory bodies could potentially impact the total time to market for our Elk Creek Project. Other Nebraska regulations govern operating and design standards for the construction and operation of any source of air emissions and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating conditions, technical criteria, fees, or surety requirements. The most stringent permit related to air quality is known as a Prevention of Significant Deterioration (“PSD”) permit, which requires the applicant to demonstrate compliance with the National Ambient Air Quality Standards ("NAAQS") and Best Available Control Technology (“BACT”) for the control of air emissions. If the facility exceeds the potential to emit thresholds for such a permit and is thus subject to PSD requirements, permanent construction at the project site may not begin until the responsible agency issues the PSD permit. For facilities in Nebraska with potential emissions below PSD thresholds, a state air construction permit is needed. The state permit also requires a demonstration of compliance with NAAQS but does not require a BACT demonstration and further allows construction at a subject facility to proceed ahead of permit issuance through an established variance process. The Elk Creek Project has held a state air construction permit since June 2, 2020.

Human Capital

The Company’s ability to continue to progress the Elk Creek Project will depend on its ability to attract and retain individuals with (among other skills) financial, administrative, engineering, geological and mining skills, and knowledge of

6

our industry and targeted markets. Much of the necessary specialized skills and knowledge required by the Company as a mineral exploration company are available from the Company’s current management team and Board of Directors (the “Board”). The Company retains outside consultants if additional specialized skills and knowledge are required.

As of June 30, 2026, we had fourteen full-time employees as well as four contract employees. In addition, we use consultants with specific skills to assist with various aspects of our corporate affairs, project evaluation, due diligence, corporate governance, and property management.

Our compensation programs are designed to align compensation of our employees with the Company’s performance and to provide the proper incentives to attract, retain, and motivate employees to achieve superior results. The structure of our compensation programs balances competitive wages and benefits and incentive earnings for both short-term and long-term performance.

Our priority to maintain a culture of ethical performance as a core value is reflected in the Company’s Code of Business Conduct and Ethics (the “Code of Conduct”) and other related policies. Oversight is provided by the Company’s Board and, for specific areas of performance, by committees of the Board. Employees are required to review the Code of Conduct on a periodic basis. Our compensation programs also include consideration of ethical performance in determining incentive awards.

The Company also provides a robust suite of benefits to our employees, including 401(k) participation, medical-insurance options, and programs to encourage and support the whole person.

Forward-Looking Statements

This Annual Report on Form 10-K 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”).

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 and development activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Elk Creek Project; NioCorp’s expectations on the form of future project financing; the necessity and impact of additional binding offtake agreements and the terms of such agreements, if any; NioCorp’s ability to receive a final commitment of financing from EXIM; future standards imposed by the U.S. federal government, if any; the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, titanium and the 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 DoW Agreement; the intended use of our cash balance as of June 30, 2026, the proceeds from Warrant exercise issuances, and the reimbursement payments pursuant to the DoW Agreement; 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; statements with respect to the estimation of mineral resources and mineral reserves; statements with respect to projected product pricing, costs, and project economics; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; NioCorp’s possible future usage of artificial intelligence (“AI”) and the risks and challenges associated therewith; NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project’s economic model; construction of the Portal Project at the Elk Creek Project; 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, 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 Al-Sc alloy; the impact that Chinese restrictions have on pricing and demand including the existence of a bifurcated market between China and the rest of the world; and the stability of the financial and capital

7

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 DoW 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, 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; NioCorp’s limited operating history; NioCorp’s history of losses; the material weakness in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weakness and the timing of remediation; the possibility that NioCorp may qualify as a PFIC under the Code; the potential that the 2023 business combination with GXII 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; changes in tax laws and regulations; 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, including, without limitation, a reduction of demand for scandium from a downturn in capital spending for AI; impacts on the markets and pricing for scandium and rare earth products from the Chinese-based markets, including any future changes to export restrictions; 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 negotiate definitive agreements for existing non-binding memoranda of understanding and non-binding term sheets; NioCorp's ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; technical and economic study results; the results of metallurgical testing; the results of technological research; unexpected variations in the quantity of ore, grade or recovery rates, or the presence of deleterious elements that would affect the process plant or waste removal; unexpected geotechnical and hydrogeological conditions from what was assumed in the mine designs; 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 and other export controls; 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; changes in other environmental and social factors; 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 or 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; NioCorp’s lack of insurance covering all of NioCorp’s operations; and changes in operating and capital costs, exchange rates, metallurgical performance, labor availability and other risks associated with the mining industry.

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 Item 1A., Risk Factors below.

The Company’s forward-looking statements contained in this Annual Report on Form 10-K are based on the beliefs, expectations, and opinions of management as of the date of this Annual Report on Form 10-K. 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.

8

Available Information

We maintain a website at http://www.niocorp.com. Our Common Shares are currently registered under Section 12(b) of the Exchange Act, and we are currently required to file reports on Forms 10-K, 10-Q, or 8-K. Our Annual Report on Form 10-K (which includes our audited consolidated financial statements), Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available on our website, free of charge, as soon as reasonably practicable after we electronically file such reports with, or furnish those reports to, the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (http://www.sec.gov). We do not intend to send security holders a printed version of our Annual Report as it will be available online.

We maintain a Code of Conduct, a copy of which may be found on our website in the “About Us” section under the main title “Corporate Governance.” Our Code of Conduct contains information regarding whistleblower procedures.

We are not including the information contained on or accessible through our website or the SEC’s website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K.