NioCorp Developments Ltd. (NB) SEC Filings & Earnings Calls

Loss of a key offtake agreement could reduce future sales certainty.

“Termination of Prior Ferroniobium Offtake Agreement.”

Development stage company with no revenue; project financing risk for Elk Creek Project.

“NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms” · word for word

Preliminary results subject to change; reliance on non-cash gains for net income.

“All figures reported above...are preliminary and are unaudited and subject to change” · word for word

Financing Risk

“We will require significant additional capital to fund our business plan.” · word for word

Development Stage Risk

“We have a limited operating history on which to base an evaluation of our business and prospects.” · word for word

Cost Overrun Risk

“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%” · word for word

Internal Control Weakness

“The Company has identified a material weakness in its internal control over financial reporting.” · word for word

Commodity Price Risk

“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.” · word for word

Compensation tied to project milestones; risk if milestones not met

“AIP performance weighted 45% on corporate milestones tied to project development, financing, permitting, and execution readiness.”

Project Financing Risk

“The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives.” · word for word

EXIM Loan Uncertainty

“There can be no assurance as to what further project activities or matters EXIM may request in connection with the application process.” · word for word

PFIC Tax Status

“NioCorp believes that it was classified as a PFIC during the taxable years ended June 30, 2025 and 2024, and, based on the current composition of its income and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years.” · word for word

Dilution Risk

“Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.” · word for word

Low shareholder turnout (45.3%) may indicate limited engagement or passive ownership.

“56.8M shares voted out of 125.3M outstanding.”

Pre-revenue development stage company with no operating revenue

“Because we are not a production stage mining company, we did not have any revenue from continuing operations during the periods presented.” · word for word

Going concern risk (historical auditor qualification)

“each report on the Company’s consolidated financial statements contained an explanatory paragraph regarding the Company’s ability to continue as a going concern based on the Company’s accumulated deficit, recurring losses from operations, and the Company’s expectation of continuing future losses as of June 30, 2023 and 2022.” · word for word

Material weakness in internal control over financial reporting

“BDO advised the Company of the existence of material weaknesses in management’s internal control over financial reporting, as previously disclosed in the Company’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, the Comp” · word for word

Significant shareholder dilution from equity compensation

“The proposed 11,300,000 Common Shares available for awards under the 2017 Amended Long-Term Incentive Plan represent approximately 9% of our outstanding Common Shares as of February 9, 2026 ... the approximate total overhang under the Option Plan and the 2017 Amended Long-Term Incentive Plan would be 16,152,500 Common Shares (or approximately 12.9% of the Co” · word for word

Low insider ownership alignment

“All current directors, executive officers and named executive officers as a group (11 persons) 10,228,610 8.16%” · word for word

Significant dilution from $100M equity offering; pre-funded warrants may further dilute.

“Up to $100,000,000 in shares and pre-funded warrants.”

Feasibility study update risk

“Updates to the feasibility study for the Elk Creek Project may result in material changes in mineral resource/reserve estimates and grades of mineralization, and may affect the economic viability of the Elk Creek Project and its anticipated return on capital, which could have a material adverse effect on our ability to obtain sufficient financing for the Elk” · word for word

Material weaknesses in internal controls

“Management concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, continued to exist as of December 31, 2025.” · word for word

PFIC status tax risk

“NioCorp believes that it was classified as a PFIC during the taxable years ended June 30, 2025 and 2024, and, based on the current composition of its income and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years.” · word for word

Development stage company with no revenue; losses increasing due to project expenditures.

“Operating cash outflows $7.6M; adjusted net loss increased to $13.6M.”

Integration risk for small acquisition; $8.4M is modest relative to NioCorp's market cap.

“Purchase price of $8.4 million subject to adjustments.” · word for word

Takeover defense may signal undervaluation or vulnerability; could deter potential acquirers and limit shareholder premium opportunities.

“Adoption of shareholder rights plan to prevent creeping takeover”

Potential governance concerns: poison pill may entrench management and board, reducing accountability.

“Board of Directors... has determined that it is in the best interests of the Corporation”

Going concern risk

“The Company will need to secure additional capital to finance construction and achieve commercial production to support its long-term business objectives.” · word for word

Equity dilution risk

“Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.” · word for word

Project financing risk

“There can be no assurance as to what further project activities or matters EXIM may request in connection with the application process.” · word for word