NIOCORP DEVELOPMENTS LTD (NB)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended June 30, 2025 filed on September 11, 2025 (the “Annual Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company uses certain non-GAAP financial measures. For a detailed description of each of the non-GAAP measures used herein, please refer to the discussion under “—Use of Non-GAAP Financial Measures and Reconciliations.”

This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q. See “—Note Regarding Forward-Looking Statements” below.

All currency amounts are stated in thousands of U.S. dollars, except for share data, unless noted otherwise.

As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, references to “we,” “our,” the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd. and its subsidiaries, collectively.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.

Forward-looking statements have been based upon our current business and operating plans, as approved by the Board, and may include statements regarding, among other matters, the financial and business performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Company’s niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska; NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”); the estimated timing and capital costs of the Portal Project (as defined below); the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; NioCorp’s 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,

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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 des

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of NioCorp and subsidiaries. This item should be read in conjunction with our consolidated financial statements and the notes thereto included in this Annual Report on Form 10-K.

Summary of Consolidated Financial and Operating Performance

The Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily to performing exploration and feasibility study related activities, as well as the activities necessary to support corporate and shareholder duties.

The net loss attributable to the Company increased to $48.6 million for fiscal year 2026 from $17.4 million for fiscal year 2025. This is primarily due to spending on the 2026 Elk Creek Study, the recognition of non-cash expenses related to share-based compensation and the valuation of the Earnout Shares and Warrant liabilities, and increased compensation expenses, partially offset by interest income. Net loss per share increased due to an increase in net loss, offset by an increase in weighted average Common Shares outstanding since June 30, 2025.

Results of Operations

The Company had no revenues from mining operations during the fiscal years presented below. Operating expenses incurred related primarily to performing exploration and study related activities, and the activities necessary to support corporate and shareholder duties, as detailed in the following table:

Fiscal Year 2026 as Compared to Fiscal Year 2025

Significant items affecting operating expenses are noted below:

Exploration expenditures increased for fiscal year 2026 as compared to fiscal year 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 prepare the 2026 Elk Creek Study.

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General and administrative expenditures increased in fiscal year 2026 as compared to fiscal year 2025, reflecting an overall increase in corporate compliance, governance, financing, and other Elk Creek Project advancement activities. This includes increased expenses related to share-based compensation and employee compensation costs, legal fees to support financing initiatives and Elk Creek Project advancement, and costs associated with the advancement of scandium product initiatives.

Other significant items impacting the change in the Company’s net loss are noted below:

Change in fair value of earnout shares liability represents the impact of changes in fair value related to valuation of the Earnout Shares. The increase in fair value for fiscal year 2026 as compared to fiscal year 2025 primarily reflects the increase 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 consolidated balance sheet. The increase in fair value for fiscal year 2026 as compared to fiscal year 2025 primarily reflects the increase in the Company’s Common Share price used in the Black-Scholes valuation of outstanding Warrant liabilities.

Interest income represents earnings from the investment of excess cash balances in a commercial money market account. The increase for fiscal year 2026 as compared to fiscal year 2025 is attributable to our higher cash balance resulting from our financing efforts during fiscal year 2026.

Loss attributable to noncontrolling interest represents the portion of net loss in ECRC attributable to the Vested Shares, which are not owned by the Company. The increase in loss for fiscal year 2026 as compared to fiscal year 2025 is related to the increased consolidated net loss, as noted above, incurred by ECRC.

Liquidity and Capital Resources

Overview

As of June 30, 2026, the Company had cash of $415.0 million and working capital of $402.3 million, compared to cash of $25.6 million and working capital of $24.8 million as of June 30, 2025. This increase reflects net proceeds of approximately $375.1 million from five equity offerings completed between July 2025 and February 2026, together with approximately $23.3 million of proceeds from the exercise of Warrants and Options and approximately $38.7 million of proceeds from advances under the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”) between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP. The Company has no outstanding long-term debt. For additional details on the equity transactions that occurred during the year-ended June 30, 2026, see Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.

During fiscal year 2026 and the period through the date of this Annual Report on Form 10-K, the Company completed the 2025 Drilling Program that supported updated mineral resource and mineral reserve estimates for the Elk Creek Project, commenced excavation of the mine portal at the Elk Creek Project in February 2026, and completed the 2026 Elk Creek Study. The Company is now 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. The Company does not intend to commence full construction of the Elk Creek Project until sufficient project financing is in place to cover initial capital costs and other related expenses necessary for the commencement and completion of construction of the Elk Creek Project.

Short-Term Liquidity and Planned Expenditures

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash outflows are approximately $65 million to $75 million for the next twelve months. In addition to the settlement of outstanding accounts payable and other short-term liabilities, our planned cash outflows over the next twelve months are expected to consist of expenditures relating to the advancement of the Elk Creek Project by NioCorp’s majority-owned subsidiary, ECRC, corporate overhead costs, and estimated costs related to securing the financing necessary for construction of the Elk Creek Project.

We expect our cash balance as of June 30, 2026, together with the proceeds from the exercise of Warrants and Options, if any, and the reimbursement payments to which ECRC is entitled pursuant to the DoW Agreement, to be sufficient to fund our planned cash outflows for at least the next twelve months from the date of this Annual Report on Form 10-K. That expectation relates to the activities described above and does not extend to the capital required to construct the Elk Creek Project and achieve commercial production, which the Company must finance separately as described under “Long-Term Liquidity

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Requirements” below. If project financing is delayed, the Company has the ability to defer or reduce a substantial portion of its planned expenditures until such financing is in place.

The planned expenditures relating to the advancement of the Elk Creek Project over the next twelve months include, but are not limited to, continued construction of the mine portal at the Elk Creek Project, which the Company’s Board of Directors approved in December 2025 and for which the current remaining estimated capital cost is approximately $38.7 million; detailed engineering; procurement and construction contracting activities; planning and deposits for long-lead equipment; metallurgical test work; environmental and permitting activities; community and stakeholder engagement programs; and advisory costs relating to securing project financing. The planned corporate overhead costs over the next twelve months are approximately $19 million, including Elk Creek property lease commitments, and the settlement of outstanding accounts payable as of June 30, 2026.

Long-Term Liquidity Requirements

Our long-term liquidity requirements consist principally of the capital required to construct the Elk Creek Project and to fund the Company’s operations through the commencement of commercial production. On August 10, 2026, the Company announced the results of the 2026 Elk Creek Study, which is summarized in the 2026 S-K 1300 Elk Creek Technical Report Summary. 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%, which is an increase of approximately $708 million compared to the estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,141.0 million that was included in the 2022 S-K 1300 Elk Creek Technical Report Summary. The increase reflects, among other things, a substantially redesigned processing plant and mining operation that is intended to produce eight critical mineral products, from the previous plan to produce three critical mineral products, as well as significant inflationary impacts since the previous feasibility study.

The total amount of financing the Company will require is greater than the estimated total upfront capital expenditure for the Elk Creek Project, because the Company must also fund costs that are not included in that estimate. These include financing fees and transaction costs; interest accruing during the development period; working capital required at start-up; reclamation and other financial assurance obligations; corporate overhead costs through the commencement of commercial production; and any cost escalation or cost overruns in excess of the contingency included in the 2026 S-K 1300 Elk Creek Technical Report Summary. The Company would therefore require additional financing to fund that estimated capital expenditure alone, before giving effect to the additional costs described above. The Company does not expect to fund it from any single source. Management currently anticipates that it would be provided by a combination of sources of financing, in the targeted proportions and from t

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