NIOCORP DEVELOPMENTS LTD (NB) Risk Factors

ITEM 1A. RISK FACTORS

Our business activities are subject to significant risks, including those described below. You should carefully consider these risks. If any of the described risks occur, our business, financial position, and results of operations could be materially adversely affected. Such risks are not the only ones we face, and additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Forward-Looking Statements” under Item 1., “Business.”

Risks Related to Our Business

We will require significant additional capital to fund our business plan.

We will be required to make substantial capital expenditures to advance the Elk Creek Project to construction and commercial operation. We will also require funds for our ongoing capital needs and will be required to raise additional capital.

We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash needs are approximately $65 million to $75 million for the next twelve months. In addition to outstanding accounts payable and short-term liabilities, our planned expenditures 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 financing necessary for advancement of the Elk Creek Project.

We expect to use our cash balance as of June 30, 2026, as well as the proceeds from Warrant and options to purchase Common Shares ("Options") exercise issuances, and the reimbursement payments pursuant to the DoW Agreement, to fund our planned expenditures for the next twelve months. However, additional work is required in order to advance the Elk Creek Project, which will require additional financing. If the Company were able to obtain additional funding, the Company would be able to accelerate planned expenditures ahead of its current schedule. In addition, to the extent that EXIM requests further project activities to be undertaken in connection with the diligence process, the Company would require additional funding to complete such activities. The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing.

We have not yet commenced commercial production at any of our properties and, as such, have not generated positive cash flows to date and have no reasonable prospects of doing so unless successful commercial production can be achieved at our Elk Creek Project. We expect to continue to incur negative investing and operating cash flows until such time as we enter into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to seek additional sources of financing. There is no assurance that any such financing sources will be available or sufficient to meet our requirements. There is no assurance that we will be able to continue to raise equity capital or to secure additional debt financing, or that we will not continue to incur losses.

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. The actual amount of capital expenditure required to successfully achieve commercial production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility studies, permitting, engineering, and the construction of infrastructure, mining and processing

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facilities. We anticipate financing the estimated total upfront capital expenditure for the Elk Creek Project with debt financing (including the potential EXIM Financing) and additional equity financing.

The potential EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, including the additional project activities identified in the PPL, the negotiation and settlement of final terms, and the negotiation of definitive documentation. 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. 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.

Agreements we enter into may contain restrictions on our ability to raise additional financing on reasonable terms or at all. For example, 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. Additionally, sales of substantial amounts of securities may have a highly dilutive effect on our ownership or share structure. Sales of a large number of Common Shares in the public markets, or the potential for such sales, could decrease the trading price of the Common Shares and could impair our ability to raise capital through future sales of Common Shares. There is significant uncertainty that we will be able to secure any additional financing in the current equity or debt markets.

Our ability to obtain necessary funding depends upon a number of factors, including, without limitation, the status of the national and worldwide economy, including international trade restrictions and policies, the demand for and the price of the products we intend to produce and our ability to negotiate satisfactory offtake arrangements for the products we intend to produce at the Elk Creek Project. We are actively pursuing additional sources of debt and equity financing, and while we have been successful in doing so in the past, there can be no assurance we will be able to obtain any such additional financing on acceptable terms, if at all. Our inability to access sufficient capital for our operations and the Elk Creek Project could have a material adverse effect on our financial condition, results of operations, or prospects.

We have a limited operating history on which to base an evaluation of our business and prospects.

Since our inception, we have had no revenue from operations. We have no history of producing products from any of our properties, and our assumptions related to the risks we may face in the future related to the Elk Creek Project may change. Our Elk Creek Project is a development stage property. Advancing our Elk Creek Project from a development stage property to a production stage property will require significant capital and time, and successful commercial production from the Elk Creek Property will be subject to permitting and construction of the mine, processing plants, roads, and other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises including:

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the timing and cost, which can be considerable, of further exploration, preparing feasibility studies, permitting, engineering and construction of infrastructure, mining, and processing facilities;

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the availability and costs of drilling equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;

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the availability and cost of appropriate smelting and/or refining arrangements, if required;

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compliance with environmental and other governmental approval and permit requirements;

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the availability of funds to finance exploration, development, permitting, and construction activities, as warranted;

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potential opposition from non-governmental organizations, local groups, or local residents that may delay or prevent development activities;

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potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, supplies or the encountering of unexpected conditions; and

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potential shortages of mining, mineral processing, hydrometallurgical, pyrometallurgical, construction, and other facilities-related supplies.

The costs, timing, and complexities of exploration, development, engineering, and construction activities may be increased by the location of our properties and competition from other mineral exploration and mining companies. It is common for

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exploration companies to experience unexpected problems and delays during development, if commenced, including engineering, procurement, construction, commissioning, and ramp-up delays. Accordingly, our activities may not result in profitable operations and we may not succeed in establishing operations or profitably producing products at any of our current or future properties, including our Elk Creek Project.

We have a history of losses and expect to continue to incur losses in the future.

We have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses in the future. We incurred a net loss attributable to the Company of $48.6 million for the year ended June 30, 2026, and $17.4 million for the year ended June 30, 2025.

We expect to continue to incur losses unless and until such time as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from operations and dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by companies at the start-up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

Increased costs could affect our financial condition.

We anticipate that costs at our projects that we may explore or develop, including the Elk Creek Project, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgical performance, and revisions to mine plans, if any, in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, steel, aluminum, iron, chemicals, natural gas, fresh water, and electricity, as well as by government actions such as tariffs. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable or not profitable at all. For example, 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 in estimated total upfront capital expenditure for the Elk Creek Project is primarily driven by a substantially redesigned processing plan and mining operation producing eight critical minerals and significant inflationary impacts since the 2022 S-K 1300 Elk Creek Technical Report Summary. The actual amount of capital expenditure required to successfully achieve commercial production at the Elk Creek Project is subject to, among other factors, the timing and actual cost of further exploration, preparing feasibility studies, permitting, engineering and the construction of infrastructure, mining, and processing facilities. A material increase in costs at any significant location could have a significant effect on our profitability.

We may be unable to successfully negotiate final, definitive offtake agreements, which could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.

We have entered into offtake agreements related to our Elk Creek Project, that cover the sale of 75% of our planned ferroniobium production for the first ten years of commercial operation. We expect that we will need to enter into additional offtake agreements to obtain sufficient project financing to cover initial capital costs and other related expenses, and to establish the commercial viability of the Elk Creek Project. We have entered into non-binding memoranda of understanding and non-binding term sheets related to the offtake of the remainder of the ferroniobium, as well as portions of our expected production of scandium and 100% of our titanium and rare earth production, that we expect to produce from the Elk Creek Project for the first ten years of commercial operation. We may be unable to negotiate final terms and agreements with these or other companies in a timely manner, or at all, and there is no guarantee that the terms of any final agreement will be the same or similar to those currently contemplated. Final terms may include less favorable pricing structures or volume commitments, reduced contract durations and other adverse changes. Delays in negotiating final agreements could slow our initial commercialization, and failure to agree to definitive terms for sales of sufficient volumes of our products could prevent us from growing our business. To the extent that terms in our initial purchase and offtake agreements may influence negotiations regarding future contracts, the failure to negotiate favorable final terms in respect of our current negotiations could have a material negative impact on our growth and profitability. Further, our prospective counterparties may cancel or delay entering into definitive agreements for a variety of reasons, some of which may be outside of our control. Any failure to enter into such definitive agreements on a timely basis, on favorable terms, or at all, could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.

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Any failure of our counterparties to meet their obligations to us or to third parties with respect to our offtake agreements, supply agreements or other commercial agreements could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.

We have entered into offtake agreements, and may enter into joint ventures or partnership arrangements, including additional offtake agreements, with other parties in relation to the exploration, development, and production of certain of the properties in which we have an interest. In addition, we expect to enter into other agreements, including Engineering, Procurement, and Construction (“EPC”) agreements, as well as agreements related to the supply of natural gas and electricity to the Elk Creek Project.

Any failure of our counterparties to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, price fluctuations and termination provisions related to such agreements, or our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms or at all, could have a material adverse effect on us, the development and production at our properties, including the Elk Creek Project, the joint ventures, if any, or their properties and therefore could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project.

A disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could adversely affect our business operations and financial performance.

We rely on the accuracy, capacity, and security of our third-party service providers’ IT systems for the operations of many of our business processes and to comply with regulatory, legal, and tax requirements. We are dependent on third parties to provide important IT services relating to, among other things, operational technology at our facilities, human resources, electronic communications, and certain finance functions. Despite the security measures that our third-party service providers have implemented, including those related to cybersecurity, we have experienced, and may experience in the future, cybersecurity incidents. Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-service attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information, and the systems and information of our third-party service providers. Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based services and bundled software. We have experienced cybersecurity threats and cybersecurity incidents in the past, and may experience cybersecurity threats and cybersecurity incidents in the future. To date, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on our business operations or financial condition.

Though our third-party service providers have controls in place, we cannot provide assurance that a cybersecurity incident will not occur in the future. Furthermore, we may have little or no oversight with respect to security measures employed by third-party service providers, which may ultimately prove to be ineffective at countering threats. Cybersecurity threats or incidents or disruptions of our third-party service providers’ IT systems could interrupt our ability to manage and operate our business, impact data, and adversely affect our business operations and financial performance, including major disruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity. In addition, we have incurred costs in connection with the remediation of cybersecurity incidents in the past and we may be required to incur significant costs to protect against and, if required, remediate the damage caused by cybersecurity incidents, disruptions or system failures in the future.

We may also be required to comply with cybersecurity standards imposed by the U.S. Government as a condition of entering into government contracts or receiving federal financial assistance. Any failure to comply with these standards, whether or not resulting in a cybersecurity incident or disruption, could restrict our ability to receive financing from the U.S. Government or to bid for, be awarded and perform contracts with the U.S. Government.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, project development operations. The shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, production. Ongoing disruptions to the world’s economy, including issues related to supply chains, inflation, tariffs and trade tensions, and increased raw material and labor costs, may delay our ability to secure supplies and equipment for the Elk Creek Project on a timely basis.

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We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and could have adverse effects on our results of operations, financial condition, liquidity and cash flows.

We may incorporate AI solutions into our business, and we may leverage AI, including generative and agentic AI, into our business operations. Our competitors or other third parties, may incorporate AI into their business more quickly or more successfully than we do, which could impair our ability to compete effectively and could adversely affect our results of operations. In addition, there are significant risks in using AI, and there can be no assurance that the use of AI will enhance our business or be beneficial to our business operations, including our efficiency or our profitability.

Additionally, if our AI applications, or the AI applications of third parties, are based on data, algorithms or other inputs that are flawed, or if our AI applications, or the AI applications of third parties, assist us in producing content, analyses or recommendations that are, or are alleged to be, deficient, inaccurate or biased, our business, results of operations and financial conditions may be adversely affected. The increased use of AI applications generally has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our own use of AI applications may increase our cybersecurity risks, as well as the cybersecurity risks of third parties, which could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, and if our use of AI becomes controversial, we may experience brand, reputational or competitive harm, or legal liability. The rapid evolution of AI, including the potential regulation of AI by governmental or other regulatory agencies, will require significant resources to develop, test and implement AI ethically and to minimize any unintended, harmful impacts.

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition.

We are dependent on a relatively small number of key employees, including our Chief Executive Officer. The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary. Further, the specialized nature of our model as summarized in the 2026 S-K 1300 Elk Creek Technical Report Summary may make qualified persons difficult to replace, which could have a material adverse effect on our business and financial condition.

The effect on the capital markets and the economy of recent global events, including inflation, volatility in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs, could have an adverse effect on NioCorp’s business plans, financial condition, and liquidity.

Certain events have affected, and continue to affect, the global and United States economies, including increased inflation, volatility in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs. We cannot predict how this will affect our business, but the impact may be adverse.

Although it is not possible to predict the ultimate impact of these factors on NioCorp’s business plans, financial position, or liquidity, such impacts that may be material include, but are not limited to: (i) delays in the completion of the mine and surface engineering designs and uncertainty regarding our ability to finalize necessary EPC agreements as a result of disruptions in the businesses of our engineering consultants and key contractors for the Elk Creek Project, (ii) reduced availability and increased costs of employees, (iii) a negative impact on our liquidity position, and (iv) increased costs and less ability to access funds in the capital markets. The full extent to which these factors may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time.

In addition, we cannot predict the impact that recent global events, including inflation, volatility in commodity prices, supply chain uncertainty, tariffs and trade tensions, and increases in raw material and labor costs will have on our customers, suppliers, vendors, and other business partners, and each of their financial conditions; however, any material effect on these parties could adversely impact us.

It may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors.

We are a Canadian corporation and, as a result, it may be difficult or impossible for an investor to do the following:

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enforce in courts outside the U.S. judgments obtained in U.S. courts based upon the civil liability provisions of U.S. federal securities laws against these persons and the Company; or

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bring in courts outside the U.S. an original action to enforce liabilities based upon U.S. federal securities laws against these persons and the Company.

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We may not receive any proceeds from the exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional capital.

Upon exercise, we will receive the cash exercise price of our outstanding Warrants (assuming, that they are not exercised on a cashless basis, as applicable). We believe the likelihood that holders will exercise their Warrants, and therefore, the amount of cash proceeds that we would receive, is, among other things, dependent upon the market price of our Common Shares. For so long as the market price for our Common Shares is less than the applicable exercise price of the Warrants, we believe such holders will be unlikely to exercise their Warrants. The potential adverse effect on the prevailing market price of our Common Shares as a result of sales of Common Shares by us or by other security holders, or the perception that such sales may occur, could keep the market price for our Common Shares below the applicable exercise price of the Warrants. Accordingly, the holders of the Warrants may not exercise their Warrants before they expire, and we may not receive any proceeds from the exercise of the outstanding Warrants.

We may not recognize the full value of the DoW Agreement.

Subject to the terms and conditions of the DoW Agreement, the DoW will reimburse ECRC for a portion of the costs incurred by ECRC under the DoW Agreement and 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. If the Company is not successful in achieving the milestones required under the DoW Agreement or if the reimbursements sought by the Company are rejected or the DoW Agreement is terminated prior to completion of all milestones, the Company may not receive all of the payments as reimbursements for expenses incurred as expected under the DoW Agreement.

The Company has identified a material weakness in its internal control over financial reporting. If not remediated, the Company’s failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in its financial statements and a failure to meet its reporting and financial obligations, each of which could have a material adverse effect on the Company’s financial condition and the trading price of the Common Shares.

Our management has identified a material weakness in its internal control over financial reporting relating to a deficiency in the principles associated with the control activities component of internal control based on the criteria established by the COSO Framework (as defined below), that constitute a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management has assessed the effectiveness of its internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective as of June 30, 2026.

The Company is committed to remediating its material weakness as promptly as possible. Management is in the process of implementing its remediation plan. However, there can be no assurance as to when the material weakness will be remediated or that additional material weaknesses will not arise in the future. If the Company is unable to maintain effective internal control over financial reporting, its ability to record, process and report financial information timely and accurately could be adversely affected, which could subject the Company to litigation or investigations, require management resources, increase costs, negatively affect investor confidence and adversely impact the trading price of the Common Shares.

We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

We identified a material weakness in our internal control over financial reporting that existed as of June 30, 2026. As a result of such material weakness and other matters raised or that may in the future be raised by the SEC or the Canadian securities regulators, we face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this Annual Report on Form 10-K, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could adversely affect our business, financial condition and results of operations.

Risks Related to Mining and Development

We face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies in, or changes to, our estimates or the factors and assumptions on which they are based, including with respect to the economic analysis conducted

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in connection with the 2026 S-K 1300 Elk Creek Technical Report Summary, could result in lower than expected revenues, higher than expected costs, and decreased profitability.

A mineral is economically recoverable when the price at which we may sell the mineral exceeds the costs and expenses of mining and selling the mineral. Forecasts of our future performance are based on, among other things, estimates of our mineral reserves. We base our reserve and resource information on engineering, economic, and geological data assembled and analyzed by qualified persons, which include various engineers and geologists on our staff and with third parties. Our estimates are also subject to SEC regulations regarding classification of reserves and resources, including S-K 1300. Our reserve and resource estimates as to both quantity and quality are updated from time to time to reflect additional information received. There are numerous uncertainties inherent in estimating quantities and qualities of mineral reserves and resources, including many factors beyond our control.

Estimates of mineral reserves and resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions include, but are not limited to:

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geologic and mining conditions, which may not be fully identified by available exploration data and may differ from our experience;

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demand for the minerals that we plan to produce;

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current and future market prices for minerals and contractual arrangements;

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current and future operating costs and capital expenditures may exceed estimates;

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severance and excise taxes, royalties and development and reclamation costs;

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future mining technology improvements;

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the effects of regulation by governmental agencies;

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the ability to obtain, maintain and renew all required permits;

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employee health and safety; and

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historical production from the area compared with production from other producing areas.

The conversion of reported mineral resources to mineral reserves should not be assumed, and the reclassification of reported mineral resources from lower to higher levels of geological confidence should not be assumed. As such, actual mineral tonnage recovered from identified reserves, and revenues and expenditures with respect to our reserves, may vary materially from estimates. Thus, these estimates may not accurately reflect our actual reserves. Any material inaccuracy in, or changes to, our estimates related to our reserves, or the underlying factors and assumptions, could result in lower-than-expected revenues, higher-than-expected costs, or decreased profitability, which could materially and adversely affect our business, results of operations, financial position, and cash flows.

In addition, the economic analysis described in the 2026 S-K 1300 Elk Creek Technical Report Summary that was conducted in connection with the 2026 Elk Creek Study to demonstrate economic viability and support the determination of mineral reserves may be impacted by the variables listed above, as well as assumptions relating to discount rates, future production rates, commodity prices, operating costs, capital expenditures, and other inputs that are subject to significant uncertainty. For example, the initial capital cost estimate for the Elk Creek Project as described in the 2026 S-K 1300 Elk Creek Technical Report Summary has a contingency level of 14%. The results of the economic analysis are not a forecast or prediction of actual results for the periods covered, and actual results may differ materially from those projected by the economic analysis. There can be no assurance that the assumptions underlying the economic analysis will prove to be accurate or that the projected economics of the Elk Creek Project will be realized. Any material inaccuracy in, or change to, our estimates related to our economic analysis could result in lower than expected revenues, higher than expected costs, or decreased profitability, which could materially and adversely affect our business, results of operations, financial position, and cash flows.

Price volatility could have dramatic effects on our results of operations and our ability to obtain financing for the Elk Creek Project and execute our business plan.

The price of commodities varies on a daily basis. Niobium is a specialty metal and not a commonly traded commodity such as copper, zinc, gold, or iron ore. The price of niobium tends to be set through a limited long-term offtake market, contracted between very few suppliers and purchasers. The world’s largest supplier of niobium, Companhia Brasileira de Metalurgia e Mineração, supplies approximately 85% of the world’s niobium. Any attempt to suppress the price of niobium by such supplier, or an increase in production by any supplier in excess of any increased demand, would have negative

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consequences on the price of niobium and, potentially, on our value. The price of niobium may also be reduced by the discovery of new niobium deposits, which could not only increase the overall supply of niobium (causing downward pressure on its price) but could draw new firms into the niobium industry that would compete with us.

Sc2O3 is used in solid oxide fuel cells and has the potential to become a valuable alloy with aluminum in the aerospace and automotive industries. Supply of scandium has been sporadic in recent years, and there are no primary scandium mines in the world at present. Production primarily occurs as a by-product from existing metallurgical plants, primarily in Russia, Canada, the Philippines, and China. Our management believes the Elk Creek Project would significantly increase the world’s supply of scandium trioxide. Although the Company’s market studies indicate a positive outlook for demand, there is no assurance at present that the Company could sell all of its production. In addition, the sale of scandium represents a significant portion of the Elk Creek Project revenue; achieving the revenue projected in the Company’s studies is subject to market growth in scandium, which is a developing market with a risk of oversupply and/or undersupply disrupting pricing.

Titanium metal is used in various superalloys and other applications for aerospace applications, armor, and medical implants, and in oxide form is a key component of pigments used in paper, paint, and plastics. The Elk Creek Project would produce a small quantity of TiCl4 relative to other producers. As a small producer, we would be subject to fluctuations in the price of TiCl4 that would result from normal variations in supply and demand for this commodity.

In addition, the niobium, scandium, titanium, neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, SEG carbonate and heavy rare earth carbonate, that we intend to produce at the Elk Creek Project are also subject to additional commodity-specific price cycles resulting from, among other factors, export controls, taxes and other tariffs and fees. Volatility in the demand for, and prices of, the niobium, scandium, titanium, and potentially, rare earth products, that we intend to produce at the Elk Creek Project may adversely affect the overall value of the Elk Creek Project and impact our ability to obtain financing for the Elk Creek Project on acceptable terms, or at all.

Furthermore, supply-side factors have a significant influence on price volatility for our planned products. Production of scandium and REEs is dominated by Chinese producers. The Chinese Central Government regulates production through quotas and environmental standards and, to a lesser extent, import regulation. It has changed, and may continue to change, those production quotas, environmental standards and import regulations. Over the past few years, the Chinese market has undergone significant restructuring in line with Chinese Central Government policy. However, periods of oversupply or speculative trading in scandium and REEs can lead to significant fluctuations in the market prices of these products. In recent years, China has also begun to implement export controls. 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. Any easing of these export controls by China, or the development of alternative sources of supply, could have a material adverse effect on our business, financial condition and results of operations.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

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economically insufficient mineralized material;

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fluctuation in production costs that make production uneconomical;

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labor disputes;

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unanticipated variations in grade and other geologic problems;

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environmental hazards;

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water conditions;

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difficult surface or underground conditions;

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industrial accidents;

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metallurgical, pyrometallurgical, and other processing problems;

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mechanical and equipment performance problems;

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failure of dams, stockpiles, wastewater transportation systems, or impoundments;

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unusual or unexpected rock formations; and

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personal injury, fire, flooding, cave-ins, and landslides.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues, and production dates. We currently have very limited insurance to guard against some of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

We have no history of producing commercial products from our current mining properties and there can be no assurance that we will successfully establish mining operations or profitably produce minerals.

We have no history of producing commercial products from our current mining properties. We do not produce commercial products and do not currently generate operating earnings. While we seek to move our Elk Creek Project from a development stage property to a production stage property, such efforts will be subject to all of the risks associated with establishing new mining operations and business enterprises, including:

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the timing and cost, which are considerable, of the construction of mining and processing facilities;

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the availability and costs of skilled labor and equipment;

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compliance with environmental and other governmental approval and permit requirements;

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the availability of funds to finance construction and development activities;

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potential opposition from non-governmental organizations, local groups, or local residents that may delay or prevent development activities; and

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potential increases in construction and operating costs due to changes in the cost and availability of labor, fuel, power, materials, and equipment and supplies, and the time elapsed since the most recent estimates of cost and availability were made.

It is common in new mining and processing operations to experience unexpected problems and delays during engineering, procurement, construction, commissioning, and initial operations. In addition, our management and workforce will need to be expanded, and sufficient housing and other support systems for our workforce will have to be established. This could result in delays in the commencement of production and increased costs of production. Accordingly, we cannot assure you that our activities will result in profitable operations or that we will successfully establish mining and processing operations.

Results of metallurgical testing by us may not be favorable to, or as expected by, us.

We have completed significant bench, mini-pilot, and pilot scale metallurgical testing on material from the Elk Creek Project and will continue to complete necessary metallurgical testing at the bench, mini-pilot, and pilot scale as the exploration and, if warranted, development of the Elk Creek Project progresses. There can be no assurance that the results of such metallurgical testing will be favorable to, or will be as expected by, us. Furthermore, there can be no certainty that metallurgical recoveries obtained in bench or pilot scale tests will be achieved in either subsequent testing or commercial operations. The development of a complete metallurgical process to produce saleable final products from the Elk Creek Project is a complex and resource-intensive undertaking that may result in overall schedule delays and increased project costs for us.

The success of our business will depend, in part, on the growth of existing and emerging uses for scandium and rare earth products.

We intend to produce scandium and rare earth products at the Elk Creek Project that are used in critical industries, including AI data centers, electronics, aerospace and defense systems, robotics, and other advanced technologies. The success of our business depends, in part, on the continued growth of these end-markets and the successful commercialization of scandium and rare earth products. If the market for these existing and emerging technologies does not grow as we expect, grows slower than we expect, or if the demand for our products in these markets decreases, then our business, prospects, financial condition and operating results could be harmed. Although periods of high market prices would generally be beneficial to our financial performance, any such period could also create economic pressure to identify or create alternate technologies that ultimately could depress the long-term demand for our products. Any unexpected costs or delays in the production of scandium or rare earth products, or less than expected demand for the existing and emerging technologies that use scandium or rare earth products, could have a material adverse effect on the results of our operations.

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Our recovery process for our planned products has been evaluated at a demonstration scale but has not been fully validated on a commercial scale.

The 2026 S-K 1300 Elk Creek Technical Report Summary describes the process by which we expect to recover scandium, niobium, titanium and the rare earth products from the Elk Creek Project’s ore body. Although demonstration-scale testing has achieved the targeted recovery rates, the full recovery and separation process has not been operated on a commercial scale or with actual production-stream materials at commercial throughput, and commercial samples of separated products have not yet been produced through the complete process. There can be no assurance that the recovery process will perform as designed on a commercial scale, produce products meeting required purity and quality specifications, or achieve the recoveries assumed in the 2026 S-K 1300 Elk Creek Technical Report Summary. Failure to validate the recovery process on a commercial scale could reduce the Elk Creek Project’s revenue, adversely affect the commercial viability of the Elk Creek Project, and have a material adverse effect on our business, results of operations, and financial condition.

Estimates of resources and reserves are subject to evaluation uncertainties that could result in project failure.

Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of resources/reserves within the earth using statistical sampling techniques. Estimates of any resources/reserves on any of our properties would be made using samples obtained from appropriately placed trenches, test pits, underground workings, and intelligently designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about our properties. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating resources/reserves. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.

Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

Mineral resource/reserve estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated in the 2026 S-K 1300 Elk Creek Technical Report Summary. Minerals recovered in small scale tests may not be duplicated in large scale tests under on-site conditions or at commercial production scale.

The mineral resource and mineral reserve estimates included in the 2026 S-K 1300 Elk Creek Technical Report Summary and contained in this Annual Report on Form 10-K have been determined based on assumed future prices, cut-off grades, and operating costs that may prove to be inaccurate. Extended declines in market prices for our products may render portions of our resource/reserve estimates uneconomic and may result in reduced reported resources/reserves or may adversely affect any commercial viability determinations we may reach. Any material reductions in estimates of resources/reserves could have a material adverse effect on our Common Share price and on the value of our properties.

We face intense competition in the mining industry.

The mining industry is intensely competitive in all of its phases, and we compete with other companies for capital. In particular, the U.S. Government has made, and may continue to make, significant investments in other companies engaged in the mining of scandium, REEs, and other critical minerals, which may provide those companies with greater access to capital, resources, and operational support. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than ours, we may be unable to obtain financing for the Elk Creek Project on terms we consider acceptable, or at all, or to acquire and develop additional properties in the future. Government investment in competing projects may also accelerate the development of alternative sources of supply for our products, which could reduce the prices we are able to realize for our products, and diminish our ability to negotiate offtake or supply agreements on favorable terms. In addition, we compete with others in efforts to obtain resources to advance the Elk Creek Project to construction and commercial operation, including mining and processing equipment, as well as qualified managerial and technical employees. If we are unable to successfully compete for required resources, including qualified employees, we may have difficulty in advancing the Elk Creek Project to construction and commercial operation. 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.

Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of our planned products and adversely affect our business.

A part of our business strategy is supported by the current geopolitical and national security environment, including ongoing trade tensions between the United States and China, China’s restrictions on exports of certain strategic minerals, and U.S. Government initiatives to strengthen domestic supply chains for critical minerals. These developments have increased interest in and public support for U.S.-based critical mineral projects like the Elk Creek Project.

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There is no assurance that these conditions will persist or that the Elk Creek Project will benefit from this strategic focus. Certain government agencies may possess the means to finance only a limited number of critical minerals projects, which could result in fewer projects being funded and increased competition for such support. Our ability to obtain funds or incentives from U.S. Government sources is subject to the availability of funds under applicable government programs and there is no guarantee that there will be opportunities for us to receive such financing or support or that we will be successful in obtaining any grants, awards, loans, or other incentives.

Any improvement in U.S.-China relations, reduction or removal of tariffs or export controls, a shift in U.S. Government priorities regarding access to critical minerals, or identification of other readily available sources of our planned products, could decrease or eliminate the perceived strategic value of domestic production of certain strategic minerals, including scandium, dysprosium and terbium. Similarly, if China were to resume or expand exports of certain strategic minerals, including scandium, dysprosium and terbium, global supply and pricing dynamics could change materially, which could reduce the focus on developing U.S.-based projects.

In addition, U.S. Government agencies, including the DoW, may decide not to continue, or may significantly reduce efforts, to promote domestic critical minerals development. If U.S. Government interest or policy support for domestic critical mineral projects declines, our ability to secure project financing and establish the commercial viability of the Elk Creek Project could be adversely affected. Any such decline could have a material adverse effect on our business, results of operations, and financial condition.

Difficulties in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project.

The Company has conducted three field investigations and two major technical studies into the hydrogeology of the Elk Creek carbonatite, which is the geologic formation which hosts the mineralized material that would be extracted by the Company’s mining operations. The Company expects to encounter significant amounts of water in the carbonatite, which will need to be pumped out of the formation to facilitate a mining operation. Water quality analyses have demonstrated that this water will have elevated temperature and salt content when compared to other water resources in the area. While the Company has developed plans to treat water produced from the mine for use in its operations, there is no guarantee that the permits needed for the treatment of the water or the disposal of the resultant waste products will be issued by the State of Nebraska, nor is there any guarantee that such permits will be issued in a timely fashion. Further, based on such plans, the operations will rely on a water treatment system to achieve zero discharge of wastewater, and there is no guarantee that this system will function as designed or achieve nameplate treatment capacity.

Title to our properties may be subject to other claims that could affect our property rights and claims.

There are risks that title to our properties may be challenged or impugned. Our Elk Creek Project is located in Nebraska and may be subject to prior unrecorded agreements or transfers or native land claims, and title may be affected by undetected defects. The property we already own will allow us to construct the Elk Creek Project once sufficient project financing is obtained. Our current land and/or mineral rights lease agreements between ECRC and individual landowners give us an OTP, which may be used to support potential future operations, additional mineral exploration activities, and expansion. The rights of the current owners to sell the property subject to these options may be subject to prior unrecorded or unknown claims to title. Further, our current OTP agreements are of fixed duration and expire between December 2029 and May 2040, and we may incur additional cost and delays in securing renewals of such OTPs. We have investigated our rights to explore and exploit the Elk Creek Project resource/reserve and, to the best of our knowledge, our rights in relation to lands covering the Elk Creek Project resource/reserve are in good standing. However, there may be valid challenges to the title of our properties that, if successful, could impair development and/or operations.

Our properties and operations may be subject to litigation or other claims.

From time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may be required to assert or defend against these claims, which will divert resources and management time from operations. The costs of these claims or adverse filings may have a material effect on our business and results of operations.

We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations.

Exploration, development, mining, and surface operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities, or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses, and possible legal liability. We may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. We may elect not to insure where premium costs are

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disproportionate to our perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Risks Related to Government Regulation

We may not be able to obtain or renew all required permits and licenses to place any of our properties into production.

Our current and future operations, including development activities and commencement of production, if warranted, on the Elk Creek Project, require permits from governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in mineral property exploration and the development or operation of mines and related facilities generally experience increased costs, as well as delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. We cannot predict if all permits that we may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable or renewable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Facilities associated with the Elk Creek Project, such as the mine, surface plant, tailings facilities, stockpiles and supporting infrastructure, are likely to either temporarily or permanently impact water bodies and wetlands that are subject to regulation by the USACE as Waters of the United States (“WOUS”). We believe that we have obtained the necessary USACE permits to construct the project, but changes to the design or layout of the facility may trigger the USACE to require us to obtain and maintain additional permits for the Elk Creek Project. The duration of this permitting exercise is dictated by the USACE and would need to be completed before facilities that would impact WOUS could be constructed. We may experience delays or additional costs in relation to obtaining the necessary permits and these delays and additional costs could negatively affect the economics of the Elk Creek Project and our results of operations.

Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

We are subject to significant governmental regulations that affect our operations and costs of conducting our business.

Our current and future operations, including development of the Elk Creek Project, are and will be governed by laws and regulations, including:

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laws and regulations governing mineral concession acquisition, prospecting, development, mining, and production;

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laws and regulations related to exports, taxes, and fees;

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labor standards and regulations related to occupational health and mine safety; and

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environmental standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

Companies engaged in development activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures and/or orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our development activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations, and permits.

Existing and possible future laws, regulations, and permits governing operations and activities of mineral development companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in development. Our Elk Creek Project is located in Nebraska, and while the State does have a comprehensive and modern set of environmental regulations, it does not have specific regulations with respect to permitting or reclaiming mines which could potentially impact the total time to market for the project.

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Our activities are subject to environmental laws and regulations that may change, thereby increasing our costs of doing business and restricting our operations.

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate. Environmental legislation is evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations, and future changes in these laws and regulations, may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business.

A number of governments or governmental bodies have introduced or are contemplating legislative and/or regulatory changes in response to concerns about the potential impact of climate change. Legislation and increased regulation regarding climate change could impose significant costs on us, on our future venture partners, if any, and on our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting, and other costs necessary to comply with such regulations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such limitations. Given the emotion, political significance, and uncertainty surrounding the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect our financial condition, operating performance, and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation. The potential physical impacts of climate change on our operations are highly uncertain and could be particular to the geographic circumstances in areas in which we operate and may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperatures. These impacts may adversely impact the cost, production, and financial performance of our operations.

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.

Our governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We may be required to comply with anti-corruption laws and regulations imposed by governments with jurisdiction over our operations, which may include U.S. and Canadian anti-bribery and corruption legislation, as well as the laws of other countries where we do business or have a close connection. These laws and regulations may restrict our operations, trade practices, investment decisions, and partnering activities. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. Compliance, on the other hand, often adds cost and complexity to the permitting process and subsequent operations. There can be no guarantee that we will effectively prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation could adversely affect our reputation, business, results of operations and financial condition.

Land reclamation requirements for our properties may be burdensome and expensive.

Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance.

Reclamation may include requirements to:

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control dispersion of potentially deleterious effluents;

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treat ground and surface water to achieve water quality standards; and

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reasonably re-establish pre-disturbance landforms and vegetation.

In order to carry out reclamation obligations imposed on us in connection with our potential development activities, we must allocate financial resources that might otherwise be spent on further exploration and development programs. We plan to set up a provision for our reclamation obligations on our properties, as appropriate, but this provision may not be adequate. If we are required to carry out unanticipated reclamation work, our financial position could be adversely affected.

Risks Related to Our Debt

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.

We expect to incur substantial debt as part of our plan to obtain project financing sufficient to cover initial capital costs and other related expenses necessary to the commencement and completion of construction of the Elk Creek Project, which may include, but is not limited to, the EXIM Financing. We currently anticipate that the upfront capital expenditure amount for the Elk Creek Project will be funded through a combination of debt and equity financing, with approximately 65% of such amount being funded from the net proceeds of debt financing. We will require a significant amount of cash to service any future debt obligations and our ability to generate cash will depend on our future operations, which are subject to prevailing industry conditions and other factors, many of which are beyond our control. We also expect that any agreements governing our future indebtedness will require us to comply with certain covenants and restrictions that limit our ability to engage in activities that may be in our long-term best interests. Any failure to comply with such covenants and restrictions could adversely affect our reputation, business, results of operations and financial condition.

In addition, our articles of incorporation do not limit the amount of indebtedness that we may incur. Any substantial indebtedness could impair our ability to obtain additional financing on a timely basis, or at all, for working capital or to take advantage of business opportunities that may arise.

Risks Related to the Common Shares

NioCorp may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years, which may result in materially adverse U.S. federal income tax consequences for U.S. investors.

If NioCorp is a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder of Common Shares or other securities of NioCorp, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences. These adverse tax consequences include requirements to treat any gain realized upon a disposition of Common Shares or other securities, or any “excess distribution” received on Common Shares, as ordinary income, to pay an interest charge on a portion of such gain or distribution, and certain additional reporting requirements. Such consequences may be mitigated with respect to Common Shares (but not with respect to Warrants or other securities of NioCorp) if the holder thereof makes a timely and effective “qualified electing fund” or “QEF” election or a “mark-to-market” election. A U.S. holder of Common Shares that makes a QEF election generally must include in income on a current basis for U.S. federal income tax purposes its share of NioCorp’s net capital gain and ordinary earnings for any taxable year in which it is a PFIC, whether or not NioCorp distributes any amount to its shareholders. A U.S. holder of Common Shares that makes a mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s basis therein.

NioCorp generally will be classified as a PFIC for a taxable year if (a) 75% or more of its gross income for such year is “passive income” (generally, dividends, interest, rents, royalties, and gains from the disposition of assets producing passive income) or (b) at least 50% or more of the value of its assets produce, or are held for the production of, passive income, based on the quarterly average of the fair market value of such assets. NioCorp believes that it was classified as a PFIC for its taxable years ended June 30, 2026 and 2025 and, based on the current composition of its income and assets, as well as current business plans and financial expectations, may be classified as a PFIC for its current or future taxable years. Any conclusion regarding PFIC status is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. In addition, even if NioCorp concluded it did not qualify as a PFIC, it is possible that the U.S. Internal Revenue Service (the “IRS”) could assert, and that a court could sustain, a determination that NioCorp is a PFIC. Accordingly, there can be no assurance that NioCorp will not be treated as a PFIC for any taxable year. The PFIC rules are complex and each holder of Common Shares or other securities of NioCorp should consult its own tax advisors regarding these rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of such securities.

The 2023 business combination with GXII could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences.

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Section 7874 and related sections of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), provide for certain adverse tax consequences when the stock of a U.S. corporation is acquired by a non-U.S. corporation in certain transactions in which former shareholders of the U.S. corporation come to own 60% or more of the stock of the non-U.S. corporation (by vote or value, and applying certain specific counting and ownership rules). These adverse tax consequences include (i) potential additional required gain recognition by the U.S. corporation, (ii) treatment of certain payments to the non-U.S. corporation that reduce gross income as “base erosion payments,” (iii) an excise tax on certain options and stock-based compensation of the U.S. corporation, (iv) disallowance of “qualified dividend” treatment for distributions by the non-U.S. corporation, and (v) if former shareholders of the U.S. corporation come to own 80% or more of the stock of the non-U.S. corporation, treatment of the non-U.S. corporation as a U.S. corporation subject to U.S. federal income tax on its worldwide income (in addition to any tax imposed by non-U.S. jurisdictions). If the 2023 business combination with GXII results in the application of any of these, or any other, adverse tax consequences, NioCorp could incur significant additional tax costs. While NioCorp currently does not believe the 2023 business combination with GXII will cause such adverse tax consequences as a result of Section 7874 and related sections of the Code, this determination is subject to significant legal and factual uncertainty. NioCorp has not sought and will not seek any rulings from the IRS as to the tax treatment of the 2023 business combination with GXII or any related transactions. Further, there can be no assurance that your tax advisor, the IRS, or a court, will agree with the position that NioCorp is not subject to these adverse tax consequences.

Our Common Share price may be volatile and as a result you could lose all or part of your investment.

In addition to volatility associated with equity securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of the Common Shares:

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material changes to mineral resource/reserve estimates, grades of mineralization or economic viability of the Elk Creek Project;

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our ability to obtain sufficient financing for the Elk Creek Project;

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decline in demand for Common Shares;

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downward revisions in securities analysts’ estimates or changes in general market conditions;

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technological innovations by competitors or in competing technologies;

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investor perception of our industry or our prospects;

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the impact of trade policies and tariffs, or changes and uncertainties related thereto; and

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general economic trends.

In particular, any material reductions in resource/reserve estimates, material increases in capital or operating costs relative to those reflected in the 2026 S-K 1300 Elk Creek Technical Report Summary, or other adverse changes to project economics could have a material adverse effect on the value of our properties and the market price of our Common Shares. See “We face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs, and decreased profitability” in Item 1A., Risk Factors above.

From July 1, 2025, to the date of this report, the trading price of our stock on the Nasdaq has ranged from a low of $2.19 to a high of $11.67.

In addition, stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of the Common Shares. As a result, you may be unable to sell any Common Shares you acquire at a desired price.

We have never paid dividends on the Common Shares.

We have not paid dividends on the Common Shares to date, and we may not be in a position to pay dividends for the foreseeable future. Our ability to pay dividends with respect to the Common Shares will depend on our ability to successfully develop one or more properties and generate earnings from operations. Further, our initial earnings, if any, will likely be retained to finance our operations. Any future dividends on Common Shares will depend upon our earnings, our then-existing financial requirements, and other factors, and will be at the discretion of our Board.

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Future sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, or future exercises or exchanges of outstanding Warrants or securities exchangeable for Common Shares, could adversely affect prevailing market prices for the Common Shares and cause investors to suffer dilution in their net book value per Common Share.

In addition to potential debt financing, our plan to obtain project financing sufficient to cover initial capital costs and other related expenses necessary to the commencement and completion of construction of the Elk Creek Project includes the sale and issuance of equity securities which may include, but is not limited to, Common Shares, Warrants, or pre-funded Warrants. Sales of a substantial number of Common Shares in the public market could occur at any time, including issuances and sales of additional Common Shares by us and sales by other security holders. These sales, or the market perception that the holders of a large number of Common Shares or securities convertible, exercisable, or exchangeable into Common Shares intend to sell Common Shares, could reduce the prevailing market price of the Common Shares. The effect, if any, that future public sales of these securities or the availability of these securities for sale will have on the market price of the Common Shares is uncertain. If the market price of the Common Shares were to drop as a result, this might impede our ability to raise additional capital and might cause remaining shareholders to lose all or part of their investment.

The Articles of NioCorp, as amended, permit us to issue an unlimited number of Common Shares. Subject to the requirements of the British Columbia Business Corporations Act and Nasdaq, we will not be required to obtain the approval of the NioCorp shareholders for the issuance of additional Common Shares. We have issued Common Shares in the past and intend to continue to issue Common Shares to finance our activities in the future. In addition, outstanding Options and Warrants and securities convertible into or exchangeable for Common Shares may be exercised, converted, or exchanged resulting in the issuance of additional Common Shares. If we issue additional Common Shares or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors’ interests in the Company will be diluted and investors may suffer dilution in their net book value per Common Share depending on the price at which such securities are sold.

We are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting of the Common Shares.

Our Common Shares are currently listed on the Nasdaq under the symbol “NB”. The public NioCorp Assumed Warrants are currently listed on Nasdaq under the symbol “NIOBW.” The Nasdaq has rules for continued listing. In order to maintain the listings, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders.

If Nasdaq delists the Common Shares, investors may face material adverse consequences, including, but not limited to, a lack of a trading market for the Common Shares, reduced liquidity, a determination that our Common Shares are a “penny stock,” decreased analyst coverage of the Company, and an inability for us to obtain additional financing to fund our operations.

Our Rights Plan includes terms and conditions that could discourage a take-over or other transaction that shareholders may consider favorable.

On November 21, 2025, the Company adopted the Rights Plan pursuant to the Original Rights Plan Agreement, between the Company and the Rights Agent. One 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.

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 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.

The Board adopted the Rights Plan to help ensure that all shareholders of the Company are treated equally and fairly in the event of any unsolicited take-over bid or other attempt to acquire control of the Company (including by way of a “creeping take-over bid”). The Rights Plan was not adopted in response to any specific take-over bid or other proposal to acquire control of the Company.

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The Rights Plan will cause substantial dilution to any person, entity or group that acquires beneficial ownership of 20% or more of the outstanding Common Shares. As a result, the overall effect of the Rights Plan and the issuance of the Rights may be to discourage any person, entity or group from gaining a control or control-like position in the Company or engaging in other tactics, potentially disadvantaging the interests of the Company’s shareholders, without negotiating with the Board and without paying an appropriate control premium to all shareholders. The Rights Plan is intended to, among other things, (i) encourage potential bidders to treat the Company’s shareholders fairly and equally and preserve control premiums and value for shareholders and (ii) provide the Board and shareholders adequate time to appropriately respond on an informed basis. Nevertheless, the Rights Plan may be considered to have certain anti-take-over effects, including potentially discouraging a third party from attempting to obtain a substantial position in the Common Shares or seeking to obtain control of the Company and discouraging a take-over attempt that shareholders may consider favorable or that could result in a premium over the market price of the Common Shares. Even in the absence of a take-over attempt, the Rights Plan may adversely affect the prevailing market price of Common Shares if it is viewed as discouraging take-over attempts in the future.