# NIOCORP DEVELOPMENTS LTD (NB) FY 2026 MD&A

Verbatim Item 7 Management's Discussion and Analysis from NIOCORP DEVELOPMENTS LTD's 10-K for fiscal year 2026.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1512228/000119312526402806/nb-20260630.htm
Accession: 0001193125-26-402806
Filing date: 2026-09-25
Report date: 2026-06-30
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/NB/
All MD&A years: /company/NB/mda/
Previous year: /company/NB/mda/fy2025/ (FY 2025)

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.

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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:

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[[/GREPCENT_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 the categories of sources described below.

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 detailed engineering, procurement, construction contracting, permitting and the construction of infrastructure, mining and processing facilities, as well as prevailing interest rates and the terms on which financing is available to the Company. In addition, to the extent that EXIM or any other prospective lender requests further project activities to be undertaken in connection with its diligence process, the Company would require additional funding to complete such activities. The Company’s ability to construct and operate the Elk Creek Project is dependent on management’s ability to secure such financing.

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 65% 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. The balance, representing approximately 35% of such amount, is expected to be funded from the net proceeds of equity financing or other funding available to the Company. The debt component contemplated by this funding mix may exceed the EXIM Financing, as described under “Proposed Project Financing from EXIM” below. In addition to the EXIM Financing, the Company may also seek to fund a portion of the debt component from other export credit agencies and from commercial lenders. The ultimate composition of the debt component has not been determined and may or may not include lenders other than EXIM. The Company has not obtained a commitment for any portion of the debt financing required to construct the Elk Creek Project, and there can be no assurance that debt financing will be available in the amount, or on the terms, that management currently anticipates, or at all. 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. See Item 1A., Risk Factors – We expect to incur substantial debt in connection with the Elk Creek Project, which will require a significant amount of cash to service, require us to comply with certain covenants and restrictions, and could impair our ability to obtain additional financing.

Because the funding mix that management currently anticipates contemplates that approximately 35% of the upfront capital expenditure for the Elk Creek Project would be funded with equity or other funding available to the Company, and because the

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Company’s cash on hand as of June 30, 2026 represents less than 35% of the estimated total upfront capital expenditure for the Elk Creek Project, the Company expects that it may be required to raise additional equity capital in order to fund this portion of the Elk Creek Project’s upfront capitalization. The amount of equity capital the Company will be required to raise will depend on, among other things, the final upfront capital cost of the Elk Creek Project, the amount and terms of the debt financing the Company is able to obtain, and the minimum equity contribution, leverage limitations and coverage ratios that prospective lenders require. See Item 1A., Risk Factors –We will require significant additional capital to fund our business plan.

Proposed Project Financing from EXIM

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 debt financing, which may include a loan or loan guarantee, to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review Committee ("TRC") on October 2, 2023. In April 2024, EXIM provided the Company with a PPL, which also conveyed EXIM’s initial due diligence findings on the Company’s application. The PPL did not state a total amount of the EXIM Financing. Instead, the PPL 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, and subject to certain expectations regarding the ratio of debt-to-equity financing for the Elk Creek Project. PPL also identified additional project activities to be undertaken by the Company as part of EXIM’s due diligence process, including, 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. On February 4, 2025, EXIM advanced the Company’s application to the next stage of the TRC’s reviews and selected RPMGlobal USA, Inc. whose mining advisory business has since been acquired by SLR Consulting, to conduct an independent technical review of the Elk Creek Project, and in October 2025 the Company executed a professional services agreement with SLR Consulting to conduct an independent environmental and social review as part of EXIM’s ongoing due diligence. The Company’s application remains at the next stage of the TRC’s review process. If the application is approved and supported by EXIM staff, it would be subject to a final decision by EXIM’s Board of Directors.

The amount of the EXIM Financing, if any, will be determined by EXIM. As described above, the PPL 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. That determination will be made by EXIM on the basis of its own analysis and its own application of its underwriting criteria and internal policies. The Company does not control that analysis, is not able to predict its outcome, and accordingly is unable to estimate the amount of the EXIM Financing that may ultimately be made available to it, if any.

The Company believes that the completion of the 2026 Elk Creek Study satisfies a key EXIM due diligence requirement reflected in the PPL, and the Company expects to advance to the next steps of the process relating to detailed engineering, procurement and construction contracting. The Company further believes that the 2026 Elk Creek Study, with its updated economic model, 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.

The EXIM Financing remains subject to, among other matters, the satisfactory completion of EXIM’s due diligence, the completion of EXIM’s internal review and approval process, the negotiation and settlement of final terms, and the negotiation and execution of definitive documentation. Neither the letter of interest the Company received from EXIM in March 2023 nor the PPL represents a financing commitment from EXIM. Certain of these conditions, including the timing and sequencing of EXIM’s internal review and approval process, are outside the Company’s control, and the conditions to which any commitment would be subject are customary for financings of a similar nature by U.S. Government or other public lending institutions. The Company continues to meet with EXIM, to respond to requests for additional information from EXIM and from the consultants conducting due diligence on the Company’s application on behalf of EXIM, and to 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. Accordingly, the Company is currently unable to estimate the total amount of the EXIM Financing, if any, or how long the application process may take, and there can be no assurances that the Company will be able to successfully negotiate a final commitment of debt financing from EXIM, on acceptable terms, or at all.

Other Government and Export Credit Support

In addition to the EXIM Financing, the Company has pursued other government-supported sources of capital for the Elk Creek Project. For example, on August 4, 2025, ECRC entered into the DoW Agreement, a Project Sub-Agreement with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the DoW, pursuant to which ECRC is entitled to receive up to an aggregate of approximately $10.0 million of reimbursement

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payments from the DoW upon the achievement of certain project milestones. The DoW Agreement has an initial term through December 30, 2028. As of June 30, 2026, approximately $8.1 million of such reimbursement payments had been received and approximately $1.9 million remained available upon the achievement of the remaining milestones. In addition, we are seeking other alternative sources of debt financing, which may include loans or loan guarantees from commercial or government-supported sources. The Company can provide no assurance as to the timing or outcome of any additional debt financing arrangements, or that any other loans or loan guarantees will ultimately be obtained. See Item 1A., "Risk Factors – Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of our planned products and adversely affect our business."

In March 2015, the Company obtained in-principle eligibility approval for a loan guarantee to be provided by the Federal Republic of Germany under its untied loan guarantee program, which supports financing for projects that contribute to securing supplies of strategic raw materials in the economic interest of Germany. That approval was based on the Company’s offtake agreement with ThyssenKrupp Metallurgical Products GmbH for the purchase of approximately 50% of planned ferroniobium production from the Elk Creek Project, and constituted the first of the approvals required under the program. The Company received a reiteration of in-principle eligibility in 2017 following completion of the then-current feasibility study for the Elk Creek Project, and received a further reiteration of in-principle eligibility in June 2026. No subsequent approvals under the program have been obtained, and the amount of loan guarantees, if any, that may be made available has not been determined. Any such guarantee would be coordinated with the EXIM Financing and with any other debt financing obtained for the Elk Creek Project. The Company can provide no assurance as to the timing or outcome of any further review under the program, or that any loan guarantee will ultimately be provided.

On May 16, 2025, UK Export Finance issued to the Company an expression of interest with respect to a potential debt guarantee of up to $200 million in support of the Elk Creek Project, which is non-binding and is conditioned upon, among other things, the execution of an offtake agreement for one or more of NioCorp’s planned products with UK-based companies that in turn can be shown to support UK exports. A debt guarantee issued by UK Export Finance, if any, would be coordinated with the EXIM Financing and with any loan guarantee provided under the German program described above.

The DoW Agreement does not provide funding for the construction of the Elk Creek Project, and neither the UK Export Finance expression of interest nor the in-principle eligibility approval from the Federal Republic of Germany represent a financing commitment.

Financing and Strategic Alternatives

The Company remains open to financing and strategic opportunities that support its overall financing and development objectives for the Elk Creek Project, which may include the issuance of additional equity; corporate or project-level debt; government and export credit agency financing; offtake, prepayment, royalty or streaming arrangements; and joint venture, strategic investment or other strategic transactions. In evaluating any such opportunity, management intends to consider, among other factors, the total cost of capital, the certainty and timing of funding, the effect on the Company’s ability to construct and operate the Elk Creek Project on its anticipated schedule, and the value delivered to the Company’s shareholders.

Capital Resources and Restrictions on Financing

The Yorkville Equity Facility Financing Agreement expired by its terms on April 1, 2026, and, as of the date of this Annual Report on Form 10-K, the Company has not entered into a replacement equity facility. On October 10, 2025, the Company filed an automatic shelf registration statement on Form S-3ASR, which became effective upon filing and under which the Company may offer and sell securities from time to time.

Except for the potential funding from the exercise of Options and Warrants and the reimbursement payments available to ECRC under the DoW Agreement, we currently have no further funding commitments or arrangements for additional financing as of the date of this Annual Report on Form 10-K. Pursuant to the Exchange Agreement, 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 can be no assurance that we will be able to secure additional financing on acceptable terms, or at all. 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.

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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 may be completed at a discount to the then-current market price of the Company’s securities and would be dilutive to current shareholders. In addition, we could raise funds through the sale of interests in our mineral properties. However, we cannot provide any assurances that we will be able to be successful in raising such funds.

Additional Capital Requirements

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 construct the Elk Creek Project and to meet its long-term operating requirements. Based on its current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within one year from the issuance date of the consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared on a going concern basis. Management expects that future capital requirements will be met through a combination of debt financing, equity financing and other funding sources. Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for regional recessions have contributed to general global economic uncertainty. During fiscal year 2026, these events continued to create uncertainty with respect to overall project funding and timelines.

Cash Management and Credit Risk

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 held our cash reserves in deposit accounts and other highly liquid instruments, which may result in lower rates of interest, and therefore lower interest income, than alternative investments.

Operating Activities

During the year ended June 30, 2026, the Company’s operating activities consumed $15.9 million of cash (2025: $10.7 million). Overall, operational outflows during fiscal year 2026 increased from fiscal year 2025 primarily due to increased exploration and general and administrative expenditures, offset by non-cash activity related to changes in valuation of earnout shares and warrant liabilities. 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 year ended June 30, 2026, the Company's investing activities consumed $29.7 million of cash (2025: $0.0 million), which included the acquisition of additional land and mineral rights, certain Scandium alloy manufacturing assets, and construction expenditures for the Company's Portal Project.

Financing Activities

Net cash provided by financing activities was $437.1 million in fiscal year 2026 (2025: $34.2 million). This increase in financing inflows primarily reflects the timing of cash inflows from the financing transactions disclosed above under “Liquidity and Capital Resources—Overview.”

Cash Flow Considerations

The Company has historically relied upon debt and equity financing 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.

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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 market 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 near-term funding and, ultimately, 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.

Environmental

Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. As of June 30, 2026 and 2025, we had accrued $48 and $48, respectively, related to estimated environmental obligations.

Forward-Looking Statements

The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking Statements” in Item 1., “Business.”

Accounting Developments

For a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the consolidated financial statements included in this Annual Report on Form 10-K.

Critical Accounting Estimates and Recent Accounting Pronouncements

Our significant accounting policies are described in Note 3 to the Consolidated Financial Statements included in this Annual Report on Form 10-K. As described in Note 3, we are required to make estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses. Our estimates are based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Many of the inputs into our estimation process are subjective and are subject to uncertainty over time and therefore, actual results may differ significantly from our estimates. Note 3 also discloses recent accounting pronouncements applicable to the Company.

We believe that our most critical accounting estimates are related to the carrying value of our long term assets, intangible assets and goodwill; accounting for income taxes and the valuation of deferred tax assets; and the valuation of liabilities associated with Warrants and Earnout Shares, as they require us to make assumptions that are highly uncertain at the time the accounting estimates are made and changes in them are reasonably likely to occur from period to period. Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of our Board (the “Audit Committee”), and the Audit Committee has reviewed the disclosures presented below. In addition, there are other items within our financial statements that require estimation, but are not deemed to be critical. However, changes in estimates used in these and other items could have a material impact on our consolidated financial statements.

Carrying Value of Long-Lived Assets, Intangible Assets, and Goodwill

The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. Key inputs include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Many of these inputs are subjective and are subject to uncertainty over time. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted

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basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded, measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

Long-lived assets, other than mineral properties, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the 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 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 Chief Operating Decision Maker 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.

Income Taxes

We have assets, hold interests, and conduct activities in the U.S. and Canada and are subject to their tax regimes. Tax laws are complex and continue to evolve. While we have a history of losses, our assumptions made in tax returns are subject to review and interpretation by taxing authorities and could be modified. Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. We consider factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance. In the event that actual results differ from these estimates or we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.

Financial Instruments Carried at Fair Value

The fair value of our Earnout Shares was determined using various significant unobservable inputs, including a discount rate and our best estimate of expected volatility and expected holding periods. The fair value of our private Warrants was determined using quoted prices or inputs that are observable, either directly or indirectly. Changes in the estimated fair values of these liabilities may have material impacts on our results of operations in any given period, as any increases in these liabilities have a corresponding negative impact on our U.S. GAAP results of operations. See Notes 8 and 9 to our consolidated financial statements included in this Annual Report on Form 10-K for additional details.

Other

The Company has one class of shares, being Common Shares. A summary of outstanding Common Shares, Vested Shares, Options, and Warrants as of September 25, 2026, is set out below, on a fully diluted basis.

[[GREPCENT_TABLE]]
[["","","Common Shares Outstanding (fully diluted)"],["Common Shares","","","145,849,630"],["Vested Shares of ECRC Class B common stock(1)","","","3,516,140"],["Options(2)","","","5,052,901"],["Warrants(3)","","","18,696,530"]]
[[/GREPCENT_TABLE]]

(1)
Each exchangeable into one Common Share at any time, and from time to time, until the tenth anniversary of the Closing Date.

(2)
Each exercisable for one Common Share.

(3)
Includes 15,666,526 NioCorp Assumed Warrants that are each exercisable for 1.11829212 Common Shares, and 3,041,254 Warrants that are each exercisable into one Common Share.

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