Niocorp Developments reports $4.18 million net income for fiscal Q1 2027

Cover page 19 changes

2 unchanged paragraphs

For the fiscal year ended June 30 , 2026

ANNUAL QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

7 unchanged paragraphs

(I.R.S. Employer Identification No.)

2 unchanged paragraphs

(I.R.S. Employer Identification No.)

5 unchanged paragraphs

Warrants, each exercisable for 1.11829212 Common Shares

3 unchanged paragraphs

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

8 unchanged paragraphs

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

1 unchanged paragraph

At December 31, 2025, the aggregate market value of th e registrant's voting and non-voting common equity held by non-affiliates of the registrant was $ 622.4 million based on the closing sale price as reported on the Nasdaq Stock Market. There were 145,849,630 common shares outstanding on September 25, 2026.

DOCUMENTS INCORPORATED BY REFERENCE

Select Mining Definitions

Mineral Reserves and Resources

Risk Factors Summary

As of November 5, 2026 , the registrant had 146,472,789 Common Shares outstanding.

PART I — FINANCIAL INFORMATION

Financial statements 137 changes

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of NioCorp Developments Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of NioCorp Developments Ltd. and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive loss, cash flows, and shareholders' equity and redeemable noncontrolling interest, for each of the two years in the period ended June 30, 2026, the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Carrying value of Mineral Properties and Long-Lived Assets – Refer to Notes 3(d) through 3(g) to the financial statements

Critical Audit Matter Description

As of June 30, 2026, the Company held mineral properties and long-lived assets (which includes property and equipment, intangible assets, and goodwill).

The Company assesses mineral properties, property and equipment, and intangible assets for impairment whenever events or changes in circumstances indicate respective carrying amounts may not be recoverable. For goodwill, the Company assesses impairment at least annually, or more frequently upon the occurrence of a triggering event, to determine if it is more likely than not that the asset is impaired. The recoverability of the carrying values of mineral properties, property and equipment, and intangible assets, along with the impairment of goodwill, depends on the development of economic reserves, permitting, financing, start-up, and commercial production from the properties, amongst other factors.

If impairment indicators are present when evaluating impairment of goodwill or recoverability of mineral properties, property and equipment, and intangible assets, the respective assets are tested for impairment. For mineral properties, property and equipment, and intangible assets, estimated undiscounted future net cash flows of the assets are compared to their respective carrying amounts, with an impairment loss recognized against the assets for any excess of the carrying amount over the respective estimated undiscounted future net cash flows. For goodwill, the fair value of the reporting unit is compared to the carrying value of the reporting unit, with an impairment loss recognized against goodwill for any excess of the carrying value of the reporting unit over fair value of the reporting unit, limited to the total amount of goodwill.

Given the significant assumptions made by management in determining if events or changes indicated that the carrying amounts of the long-live assets were impaired during the current year, performing audit procedures to evaluate the reasonableness of management's conclusions required a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the recoverability of mineral properties and long-lived assets, including impairment of goodwill, consisted of risk assessment and testing management's impairments analyses through the following, among other procedures:

• We evaluated management's assessment of recoverability of mineral properties, property and equipment, and intangible assets through the following procedures:

o We evaluated the reasonableness of management's assessment over ASC 360, Property, Plant, and Equipment , qualitative impairment indicators regarding recoverability of the carrying amounts of the assets.

o We performed a qualitative assessment as of June 30th to evaluate whether events or changes in circumstances indicated that the carrying amounts of the assets may not be recoverable, considering information in industry reports and the Company's future business strategies.

o Tested the design and implementation of management's controls over the recoverability of mineral properties, property and equipment, and intangible assets.

• We evaluated management's assessment of impairment of goodwill through the following procedures:

o We evaluated the reasonableness of management's annual assessment over ASC 350, Intangibles – Goodwill and Other, qualitative impairment indicators regarding whether it is more likely than not that the carrying amount of the associated reporting unit, including goodwill, exceeds the fair value of the reporting unit as of the Company's annual assessment date of April 1st.

o We performed a qualitative assessment as of June 30th to evaluate potential impairment indicators during the period from management's April 1st annual goodwill impairment assessment date to the June 30th balance sheet date, considering information in industry reports and the Company's future business strategies.

o Tested the design and implementation of management's controls over the impairment of goodwill.

• Evaluated the completeness and accuracy of the disclosures related to the recoverability of the mineral properties and long-lived assets, including impairment of goodwill.

/s/ DELOITTE & TOUCHE LLP

We have served as the Company's auditor since fiscal year 2024.

NioCorp Developments Ltd.

Consolidated Balance Sheets

(expressed in thousands of U.S. dollars, except share data)

Cash and cash equivalents

Prepaid expenses and other

Total current assets

Property and equipment, net

Intangible assets, net

Accounts payable and accrued liabilities

Deferred reimbursements

Warrant liabilities, at fair value

Operating lease liability

Total current liabilities

Warrant liabilities, at fair value

Earnout liability, at fair value

Operating lease liability

Commitments and contingencies (Note 3r, 6)

Redeemable noncontrolling interest

SHAREHOLDERS' EQUITY

Common stock, no par value, unlimited shares authorized; 145,838,380 and 58,491,196 shares outstanding, respectively ( 227,872 ( 179,317

Accumulated other comprehensive loss

Total shareholders' equity

Total liabilities, redeemable noncontrolling interest, and shareholders' equity

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Co nsolidated Statements of Operations and Comprehensive Loss (expressed in thousands of U.S. dollars, except share and per share data)

For the year ended June 30,

Exploration expenditures

General and administrative expenditures

Total operating expenses

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Change in fair value of convertible notes

Other non-operating expense (income)

Loss before income taxes

Less: Net loss attributable to redeemable noncontrolling interest ( 2,226 ( 577

Net loss attributable to the Company

Reporting currency translation

Total comprehensive loss

Less: Comprehensive loss attributable to redeemable noncontrolling interest ( 2,226 ( 577

Comprehensive loss attributable to the Company

Loss per common share, basic and diluted

Weighted Average Shares Outstanding

The accompanying notes are an integral part of these consolidated financial statements

NioCorp Developments Ltd.

Consolidated Statements of C ash Flows

(expressed in thousands of U.S. dollars)

For the year ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss for the period

Change in valuation of earnout shares liability

Change in valuation of warrant liabilities

and 57 more changes in the filing

Notes to the financial statements 105 changes

On November 5, 2024, the Company closed an underwritten public offering (the "November 2024 Registered Offering"), pursuant to the underwriting agreement, dated November 3, 2024 (the "November 2024 Underwriting Agreement"), with Maxim, as underwriter, which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the "Series A Public Warrants") to purchase up to an additional 1,672,090 Common Shares and 836,045 Warrants (the "Series B Public Warrants" and, together with the Series A Public Warrants, the "November 2024 Public Warrants") to purchase up to an additional 836,045 Common Shares. Each Common Share was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering price of $ 1.57 . The gross proceeds from the November 2024 Registered Offering were $ 2,501 before deducting underwriting discounts and offering expenses. The November 2024 Public Warrants were classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair values of the Common Shares and the November 2024 Public Warrants on the date of issuance, with $ 943 allocated to the fair value of the November 2024 Public Warrants and the balance of the proceeds of $ 1,558 allocated to Common Shares. The Company incurred total transaction costs related to the November 2024 Registered Offering of $ 1,226 , which were treated as share issuance costs at closing. The Series A Public Warrants have an exercise price of $ 1.75 per underlying Common Share, are exercisable immediately, and will expire on November 5, 2026. The Series B Public Warrants have an exercise price of $ 2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November 5, 2029. In addition, pursuant to the November 2024 Underwriting Agreement, the Company granted Maxim a 45-day over-allotment option to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares. "Option Warrant" means one Series A Public Warrant combined with one-half of one Series B Public Warrant. On November 4, 2024, Maxim partially exercised its over-allotment option to purchase 79,734 additional Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts discussed above and were issued at closing of the November 2024 Registered Offering.

The following table discloses the primary inputs for the Black-Scholes model used in valuing the November 2024 Public Warrants:

November 2024 Public Warrants:

Series A Public Warrants

Series B Public Warrants

Closing Common Share price

Historic equity volatility

On November 13, 2024, the Company closed a non-brokered private placement (the "November 2024 Private Offering"), pursuant to binding subscription agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602 units of the Company (the "November 2024 Units"). Each November 2024 Unit consisted of one Common Share, one Warrant (a "Series A Private Warrant") to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a "Series B Private Warrant" and, together with the Series A Private Warrants, the "November 2024 Private Warrants"), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share. Each November 2024 Unit was issued and sold at a price of $ 1.57 . The gross proceeds of the November 2024 Private Offering were approximately $ 3,500 before deducting offering expenses. Certain directors and officers of the Company (the "Insider Investors") purchased November 2024 Units at a price of $ 1.7675 per November 2024 Unit, which price includes $ 0.1975 per November 2024 Private Warrant and allowed such directors and officers to participate in the November 2024 Private Offering in accordance with the rules of the Nasdaq. The Series A Private Warrants have an exercise price of $ 1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise price of $ 2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November 13, 2029. The Company recorded a non-cash expense of $ 34 and $ 110 to other operating expenses and employee related costs, respectively, representing the excess of fair value of the November 2024 Units over the purchase price paid by Insider Investors.

Based upon the Company's analysis of the criteria contained in ASC 815, the Company determined that the November 2024 Private Warrants met the definition of a derivative liability, as any Warrant exercise that could

NioCorp Developments Ltd.

Condensed Consolid ated Balance Sheets

(expressed in thousands of U.S. dollars, except share and per share data) or as otherwise stated) (unaudited)

Cash and cash equivalents

Prepaid expenses and other

Total current assets

Property and equipment, net

Intangible assets, net

Accounts payable and accrued liabilities

Deferred reimbursements

Warrant liabilities, at fair value

Operating lease liability

Total current liabilities

Warrant liabilities, at fair value

Earnout shares liability, at fair value

Operating lease liability

Redeemable noncontrolling interest

SHAREHOLDERS' EQUITY

Common stock, no par value, unlimited shares authorized; 145,849,630 and 145,838,380 shares outstanding, respectively ( 223,691 ( 227,872

Accumulated other comprehensive loss

Total shareholders' equity

Total liabilities, redeemable noncontrolling interest, and shareholders' equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consolidated Statem ents of Operations and Comprehensive Income (Loss)

(expressed in thousands of U.S. dollars, except share and per share data) (unaudited)

For the Three Months Ended September 30,

Exploration expenditures

General and administrative expenditures

Total operating expenses

Change in fair value of earnout shares liability

Change in fair value of warrant liabilities

Other non-operating expense (income)

Income (loss) before income taxes

Less: Net (loss) attributable to redeemable noncontrolling interest ( 420 ( 848

Net income (loss) attributable to the Company

Other comprehensive income (loss):

Other comprehensive loss:

Reporting currency translation

Total comprehensive income (loss)

Less: Comprehensive loss attributable to redeemable noncontrolling interest ( 420 ( 848

Comprehensive income (loss) attributable to the Company

Income (loss) per common share, basic

Income (loss) per common share, diluted

Weighted average shares outstanding, basic

Weighted average shares outstanding, diluted

The accompanying notes are an integral part of these condensed consolidated financial statements.

NioCorp Developments Ltd.

Condensed Consoli dated Statements of Cash Flows

(expressed in thousands of U.S. dollars) (unaudited)

For the Three Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) for the period

Change in valuation of earnout shares liability

Change in valuation of warrant liabilities

Share-based compensation

Depreciation and amortization

Noncash lease activity

Change in working capital items:

Prepaid expenses and other

Deferred reimbursements

Accounts payable and accrued liabilities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Capitalized expenditures

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of capital stock

Deferred financing costs

Net cash (used in) provided by financing activities

Change in cash and cash equivalents and restricted cash during period ( 12,013

1 unchanged paragraph

and 25 more changes in the filing

Note 1: DESCRIPTIO N OF BUSINESS 5 changes

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

The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation.

NioCor p NioCorp Developments Ltd. ("we," "us," "our," "NioCorp," or the "Company") or "NioCorp") was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development of mineral deposits in the United States, specifically, the Elk Creek Niobium/Scandium/Titanium Company's niobium/scandium/titanium/rare earth property (the "Elk Creek Project") located in southeastern Nebraska, as well as early-stage scandium technology and commercialization initiatives. The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation.

As of June September 30, 2026, the Company had cash and cash equivalents of $ 415,004 403,364 and working capital of $ 402,331 394,036 . Based on its current liquidity position and planned expenditures, management believes the Company has sufficient resources to meet its obligations as they become due within one year from the issuance date of these condensed consolidated financial statements, which have been prepared on a going concern basis.

The Company will require additional capital to fully develop, construct, and operate the Elk Creek Project. Management expects that future capital requirements will be met through a combination of debt financing, equity financings, and othe r other funding sources.

Note B: Recent Accounting Standards 8 changes

Recently Adopted Accounting Standards

In December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities . The guidance establishes authoritative accounting and disclosure requirements for government grants received by business entities, permits early adoption, and is effective for annual reporting periods beginning after December 15, 2028, with application on a prospective basis. The Company early adopted ASU 2025-10 effective July 1, 2025. Upon adoption, the Company concluded that the DoW Agreement (as defined in Note 11 below) represents a government grant within the scope of Topic 832. Adoption of the guidance did not have a material impact on the Company's consolidated financial statements, as the Company's existing accounting policies for accounting for such grants are consistent with the guidance.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing ones. The new guidance requires consistent categorization and greater disaggregation of information in the income tax rate reconciliation, as well as further disaggregation of income taxes paid. We adopted ASU 2023-09 for the year ended June 30, 2026, and applied the guidance retrospectively for all periods presented in the notes to the consolidated financial statements. The adoption did not have a material impact on our consolidated financial statements for the year ended June 30, 2026, but did require additional disclosures.

Issued and Not Effective

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.

As of September 30, 2026, and through the filing of this report, no accounting guidance applicable to us has been issued and not yet adopted in the current fiscal year that would have a material effect on our unaudited condensed consolidated financial statements and related disclosures. For information about accounting guidance issued in previous years but not yet adopted by us, refer to Note 3 of the Annual Report on Form 10-K.

NioCorp Developments Ltd.

Note C: Use of Estimates 2 changes

NioCorp Developments Ltd.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of property and equipment, mineral properties, intangible assets, goodwill, deferred income tax asset valuations, earnout and warrant liabilities, and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

Note E: Income Taxes 18 changes

Domestic and foreign components of loss before income taxes for the years ended June 30, 2026 and 2025 are as follows:

For the year ended June 30,

The following table is a reconciliation of income taxes at statutory rates:

For the year ended June 30,

Income tax benefit at Canadian federal statutory rate

Provincial income tax

Non-taxable/non-deductible items:

Stock issuance costs in equity

Earnout share liability

Share based payments

Change in valuation allowance

Foreign rate differences

Change in valuation allowance

Other foreign jurisdictions

The provincial income tax rate reflects the statutory general corporate income tax rate of 12 % applicable in the Province of British Columbia. Income tax benefit was $ 0 in each of the Canadian federal, Canadian provincial, U.S., and U.K. jurisdictions for the years ended June 30, 2026 and 2025. In addition, during the years ended June 30, 2026 and 2025, the Company did no t pay any income taxes, net of refunds received, in Canada, the United States, or the United Kingdom.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows:

NioCorp Developments Ltd.

The Company recorded no income tax expense or benefit for the three months ended September 30, 2026 and 2025, as it maintains a full valuation allowance against its net deferred tax assets due to uncertainty regarding their realization, and changes in the fair value of the Earnout Shares and Warrant liabilities are not taxable or deductible. There have been no material changes to the Company's unrecognized tax benefits since June 30, 2026.

Note 3: PROPERTY AND EQUIPMENT, NET 10 changes

2 unchanged paragraphs

Total depreciable assets

1 unchanged paragraph

Net depreciable assets

1 unchanged paragraph

Property Acquisitions

In connection with the development of the Elk Creek Project, ECRC, an indirect majority-owned subsidiary of the Company, acquired additional land and associated mineral rights in Johnson County, Nebraska, as described below.

August Property Purchases

On August 1, 2025, ECRC closed its options to purchase three parcels of land consisting of (i) an 80-acre parcel of surface rights and (ii) two smaller parcels totaling approximately 1.66 acres that included both surface rights and associated mineral rights. The total purchase price was approximately $ 2,699 , including $ 35 of indirect costs. Of this amount, $ 2,650 was allocated to land and $ 49 was allocated to mineral properties.

September Property Purchases

On September 30, 2025, ECRC closed on its options to purchase two additional parcels of land consisting of (i) a 105.77-acre parcel and (ii) a 220-acre parcel, each including both surface rights and associated mineral rights (the "September Property Purchases"). The total purchase price was approximately $ 11,325 , including $ 29 of indirect costs. Of this amount, $ 2,263 was allocated to land and $ 9,062 was allocated to mineral properties.

NioCorp Developments Ltd.

Construction in progress consists of costs incurred for the development of the Elk Creek Project site, primarily the development of the main access to the underground mine and related infrastructure (the "Portal Project"). The increase in construction in progress of $ 6,917 during the three months ended September 30, 2026 primarily reflects continued construction of the Portal Project.

Note 5: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2 changes

2 unchanged paragraphs

Employee salary, benefit, and bonus accruals

Accrued compensation

2 unchanged paragraphs

Note 6: CLASS B COMMON STOCK OF ECRC 9 changes

Holders of the Class B common stock of ECRC have the right to exchange such shares for Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions. O f the issued and outstanding shares of Class B common stock of ECRC, 4,565,808 shares (the "Vested Shares") were vested as of the Closing Date and are exchangeable at any time, and from time to time, until the tenth anniversary of the Closing Date (the "Ten-Year Anniversary") and 3,391,596 shares (the "Earnout Shares") are exchangeable until the Ten-Year Anniversary, subject to certain vesting conditions. Under certain circumstances, and subject to certain exceptions, NioCorp may instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement, dated as of March 17, 2023, by and among NioCorp, ECRC, and GX Sponsor II LLC (the "Sponsor") in cash, in lieu of Common Shares, based on a volume-weighted average price of Common Shares.

During the years ended June 30, 2026 and 2025, 417,891 and 348,085 Vested Shares, respectively, were exchanged for an equivalent number of Common Shares, and as of June 30, 2026, 3,516,140 Vested Shares remain outstanding. These

The shares of Class B common stock of Elk Creek Resources Corp. ("ECRC") include rights under which the holders may exchange such shares into Common Shares. Certain of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date (as defined below) (the "Vested Shares") and certain of such shares are subject to certain vesting conditions (the "Earnout Shares").

Based upon the Company's analysis of the criteria contained in ASC 815, the Earnout Shares are classified as a liability and remeasured at fair value each reporting period, with changes recognized in earnings. The Earnout Shares were valued utilizing a Monte Carlo simulation pricing model with the following primary inputs:

Closing common share price

The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the three-month period ended September 30, 2026:

Fair value as of June 30, 2026

Change in fair value

Fair value as of September 30, 2026

1 unchanged paragraph

Note A: Stock Options 8 changes

On April 6, 2026, the Company's shareholders voted to approve an amendment and restatement of its long-term incentive plan, the NioCorp Developments Ltd. Long Term Incentive Plan (as amended, the "2017 Amended Long-Term Incentive Plan"). Under the 2017 Amended Long-Term Incentive Plan, the Board may, in its discretion from time to time, grant Options and share units (in the form of restricted share units and performance share units), plus dividend equivalents, to non-employee directors, employees and certain other service providers (as described in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board.

NioCorp Developments Ltd.

Balance, June 30, 2026

Balance, September 30, 2026

Options exercisable at end of period

Options expected to vest

During the three-month period ended September 30, 2026 , the Company granted 930,401 Options with a weighted average exercise price of $ 4.74 and an average grant-date fair value of $ 3.07 per Option, as determined using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes models included an average risk-free interest rate of 4.21 %, average expected share price volatility of 76.46 %, and an average expected life of five years . Of the Options granted, 286,416 vested immediately upon issuance. The remaining Options are subject to service-based vesting in substantially equal installments over one- and two-year periods.

For the three-month period ended September 30, 2026, the Company recognized $ 1,671 o f share-based compensation expense in the Condensed Consolidated Statements of Operations.

Note B: Warrants 10 changes

Warrant transactions are summarized as follows. Weighted average exercise prices related to Canadian dollar denominated Warrants were converted to U.S. dollars using end of period foreign currency exchange rates.

1 unchanged paragraph

Balance, June 30, 2024

Balance, June 30, 2025

1 unchanged paragraph

In connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed GXII's obligations under the agreement (the "GXII Warrant Agreement") governing the GXII share purchase Warrants (the "GXII Warrants") and each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one Warrant to purchase 1.11829212 Common Shares (the "NioCorp Assumed Warrants") pursuant to the GXII Warrant Agreement, as amended by an Assignment, Assumption and Amendment Agreement, dated March 17, 2023, among the Company, GXII, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A, together as the successor warrant agent (the "NioCorp Assumed Warrant Agreement"). In connection with the Closing, NioCorp issued (a) 9,999,959 public NioCorp Assumed Warrants (the "2023 Public Warrants") in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the "2023 Private Warrants") to the Sponsor in respect of the GXII Warrants that it held prior to the Closing, which NioCorp Assumed Warrants were subsequently distributed by the Sponsor to its members in connection with the Closing.

Each NioCorp Assumed Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). No fractional shares will be issued upon exercise of any NioCorp Assumed Warrants, and fractional shares that would otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share. In no event will the Company be required to net cash settle any NioCorp Assumed Warrant.

2023 Public Warrants

The Company may elect to redeem the 2023 Public Warrants subject to certain conditions, in whole and not in part, at a price of $ 0.01 per 2023 Public Warrant if (i) 30 days' prior written notice of redemption is provided to the

Balance, September 30, 2026

At June As of September 30, 2026, the Company has had outstanding exercisable Warrants, as follows:

(1) Includes 13,447,105 and 2,219,421 2023 Public Warrants and 2023 Private Warrants, respectively, as defined below. Each 2023 Public Warrant and 2023 Private Warrant is exercisable into 1.11829212 Common Shares.

1 unchanged paragraph

Note 8: Exploration Expenditures 9 changes

For the year ended June 30,

Feasibility study and engineering

For the Three Months Ended September 30,

Technical studies and engineering

1 unchanged paragraph

Metallurgical development

2 unchanged paragraphs

On August 4, 2025, ECRC entered into a Project Sub-Agreement (the "DoW Agreement") with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of War ("DoW"). The DoW Agreement commenced upon full execution and has an initial term through December 30, 2028, with an option to extend the term for an additional five-year period through December 30, 2033. Subject to the terms and conditions of the DoW Agreement, ECRC is entitled to receive up to an aggregate of approximately $ 10.0 million of reimbursement payments from the DoW upon the achievement of certain project milestones. These milestones include, among other matters, the completion of new drilling operations at the Elk Creek Project to support the conversion of a portion of the current indicated mineral resources into measured mineral resources and the subsequent conversion of a portion of the current probable mineral reserves into proven mineral reserves, the production of samples of scandium metal and aluminum-scandium master alloys, and the completion of a new feasibility study for the Elk Creek Project. Reductions to exploration expenditures for reimbursement under the DoW Agreement will be recognized based on management's assessment regarding the achievement of milestones set forth in the DoW Agreement. Since inception of the DoW Agreement, the Company recognized a total of $ 1,963 as a reduction to exploration expenditures. As of June 30, 2026, the Company's deferred reimbursements balance is $ 6,177 .

Net exploration expense

ECRC is party to a Project Sub-Agreement with Advanced Technology International, under the authority of the U.S. Department of War ("DoW"), as described in Note 11 to the consolidated financial statements included in the Annual Report on Form 10-K (the "DoW Agreement"). During the three months ended September 30, 2026 and 2025, the Company recognized reimbursements under the DoW Agreement of $ 1,024 and $ 0 , respectively. Of the amount recognized during the three months ended September 30, 2026, $ 424 reduced exploration expenditures and $ 600 reduced general and administrative expenditures related to scandium alloy research and development costs. From the effective date of the DoW Agreement through September 30, 2026, the Company has recognized total reimbursements of $ 2,987 , of which $ 2,387 reduced exploration expenditures and $ 600 reduced general and administrative expenditures. As of September 30, 2026, the Company's deferred reimbursements balance was $ 5,952 .

NioCorp Developments Ltd.

Note 9: Leases 18 changes

Under Accounting Standards Codification ("ASC") 842, Leases , we determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use ("ROU") assets and liabilities related to operating leases are separately reported in the consolidated balance sheets. The Company currently has no finance leases.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred.

The Company incurred lease costs as follows:

For the Three Months Ended September 30,

Operating lease cost:

Variable rent expense

Short-term lease cost

Lease cost – general and administrative expenditures

The maturities of lease liabilities are as follows as of September 30, 2026:

Fiscal year ending June 30,

2027 (remaining nine months)

Total remaining lease payments

Less: Portion of payments representing interest

Present value of lease payments

Less: Current portion of lease payments

Non-current lease liability

On July 1, 2026, the Company, through its subsidiary NioCorp Advanced Metals and Alloys, LLC, entered into a new operating lease for office, laboratory, and warehouse space, with an initial lease term of 35 months, expiring on May 31, 2029 . Upon the commencement date, the Company recognized an initial right-of-use asset of $ 317 and a corresponding initial lease liability of $ 317 on the Condensed Consolidated Balance Sheets. The lease liability was measured using an estimated incremental borrowing rate of 7.44 % per annum. Additionally, a security deposit of $ 21 was paid and is recorded within other non-current assets. Total undiscounted lease payments for this lease over the remaining lease term are $ 322 .

Note 10: Fair Value Measurements 8 changes

The Company measures the fair value of financial assets and liabilities in accordance with ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value and a three-tier hierarchy that prioritizes the inputs used in valuation techniques. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1, including quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active. Level 3 inputs are unobservable and reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability.

Cash and cash equivalents, restricted cash, receivables, accounts payable, and accrued liabilities are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments.

Cash and cash equivalents

Earnout Shares liability

The following tables present information about the Company's financial assets and liabilities measured at fair value on a recurring basis in accordance with the three-tier hierarchy under ASC 820 as of June September 30, 2026 and 2025. June 30, 2026.

As of September 30, 2026

1 unchanged paragraph

Investment in equity securities

1 unchanged paragraph

NioCorp Developments Ltd.

Note 11: SEGMENT INFORMATION 3 changes

NioCorp Developments Ltd.

The Company has one operating and reportable segment in the United States. The United States segment conducts includes the exploration, development, and care and maintenance activities at site management of the Elk Creek Project, This as well as early-stage scandium technology and commercialization initiatives. The segment holds substantially all of the Company's non-current assets and does not presently report any generate revenues from operations. Through this segment, the Company seeks to position the Elk Creek Project as a development opportunity in the strategic minerals sector. The Company's chief operating decision maker ("CODM") is the Chief Executive Officer . ("CODM").

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the single operating segment and decides how to better allocate resources based on total operating expenses, net income (loss), changes in cash and cash equivalents, and cash and cash equivalent balances, which are presented in the Company's condensed consolidated financial statements. The CODM's objective in making resource allocation decisions is to optimize the Company's ability to develop and operate the Elk Creek Project. In addition, the CODM reviews the segment's assets based on total assets reported on the Condensed Consolidated Balance Sheets, and the accounting policies of our single operating segment are the same as those described in the Summary of Significant Accounting Policies in our Annual Report on Form 10-K. The financial information provided to the CODM does not contain disaggregated expenses outside of what is already disclosed in the statements of operations. For additional reportable single operating segment level financial information, see the condensed consolidated financial statements.

MD&A 106 changes

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

Summary of Consolidated F inancial and Operating Performance

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

For the year ended June 30,

Net loss attributable to the Company

Net loss per share (basic and diluted)

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

Results of Opera tions

For the year ended June 30,

The following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended June 30, 2026 filed on September 25, 2026 (the "Annual Report on Form 10-K"), which have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP").

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

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

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

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements").

Forward-looking statements have been based upon our current business and operating plans, as approved by the Board, and may include statements regarding, among other matters, the financial and business performance of NioCorp; NioCorp's anticipated results and developments in the operations of NioCorp in future periods; NioCorp's planned exploration and development activities; the adequacy of NioCorp's financial resources; NioCorp's ability to secure sufficient project financing to complete construction and commence operation of the Company's niobium, scandium, titanium and rare earth project (the "Elk Creek Project") located in southeastern Nebraska; NioCorp's expectations on the form of future project financing; the necessity and impact of additional binding offtake agreements and the terms of such agreements, if any; NioCorp's ability to receive a final commitment of financing from the Export-Import Bank of the United States ("EXIM"); future standards imposed by the U.S. federal government, if any; the estimated total upfront capital expenditure for the Elk Creek Project; NioCorp's expectation and ability to produce niobium, scandium, titanium and the rare earth elements at the Elk Creek Project; NioCorp's plans to produce and supply specific products and market demand for those products; NioCorp's expectation that it will receive the full $10.0 million in reimbursement under the Department of War ("DoW") Agreement; the intended use of our cash balance as of September 30, 2026, the proceeds from Warrant exercise issuances, and the reimbursement payments pursuant to the DoW Agreement; the Elk Creek Project's ability to produce multiple critical metals; the Elk Creek Project's projected ore production and mining operations over its expected mine life; statements with respect to the estimation of mineral resources and mineral reserves; statements with respect to projected product pricing, costs, and project economics; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; NioCorp's possible future usage of artificial intelligence ("AI") and the risks and challenges associated therewith; NioCorp's ongoing evaluation of the impact of inflation, supply chain issues, tariffs, and geopolitical unrest on the Elk Creek Project's economic model; construction of the main access to the underground portion (the "Portal Project") of the Elk Creek Project; and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.

Forward-looking statements are frequently, but not always, identified by words such as "expects," "anticipates," "believes," "intends," "estimates," "potential," "possible," and similar expressions, or statements that events, conditions, or results "will," "may," "could," or "should" (or the negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect," "is expected," "anticipates" or "does not anticipate," "plans," "estimates," or "intends," or stating that certain actions, events, or results "may," "could," "would," "might," or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; the future price of and demand for metals, including Al-Sc alloy; the impact that Chinese restrictions have on pricing and demand including the existence of a bifurcated market between China and the rest of the world; and the stability of the financial and capital markets. Such forward-looking statements reflect the Company's current views with respect to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following: NioCorp's requirement of significant additional capital; NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; NioCorp's ability to achieve the required milestones and receive the full $10.0 million in reimbursement under the DoW Agreement; NioCorp's ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp's ability to continue to meet Nasdaq listing standards; risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp's level of indebtedness and/or the terms contained in agreements governing NioCorp's indebtedness, if any, or other agreements may impair NioCorp's ability to obtain additional financing, on acceptable terms, or at all; NioCorp's limited operating history; NioCorp's history of losses; the material weakness in NioCorp's internal control over financial reporting, NioCorp's efforts to remediate such material weakness and the timing of remediation; the possibility that NioCorp may qualify as a "passive foreign investment company" ("PFIC") under the Internal Revenue Code of 1986, as amended (the "Code"); the potential that the 2023 business combination with GXII could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; changes in tax laws and regulations; cost increases for NioCorp's exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp's information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products, including, without limitation, a reduction of demand for scandium from a downturn in capital spending for AI; impacts on the markets and pricing for scandium and rare earth products from the Chinese-based markets, including any future changes to export restrictions; current and future offtake agreements, joint ventures, and partnerships, including our ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms or at all; NioCorp's ability to negotiate definitive agreements for existing non-binding memoranda of understanding and non-binding term sheets; NioCorp's ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; technical and economic study results; the results of metallurgical testing; the results of technological research; unexpected variations in the quantity of ore, grade or recovery rates, or the presence of deleterious elements that would affect the process plant or waste removal; unexpected geotechnical and hydrogeological conditions from what was assumed in the mine designs; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining and scandium alloy industries; trade policies and tensions, including tariffs and other export controls; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; changes in other environmental and social factors; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp's projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, development or scandium alloy production activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities or grades of reserves and resources; claims on the title to NioCorp's properties; the infringement or loss of NioCorp's intellectual property rights; potential future litigation; NioCorp's lack of insurance covering all of NioCorp's operations; and changes in operating and capital costs, exchange rates, metallurgical performance, labor availability and other risks associated with the mining industry.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the heading "Risk Factors" in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly Report on Form 10-Q and the Company's other reports filed with the SEC.

The Company's forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this Quarterly Report on Form 10-Q. The Company does not assume any obligation to update forward-looking statements if circumstances or management's beliefs, expectations, or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.

All technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp's Chief Operating Officer. Mr. Honan is a "Qualified Person" as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and subpart 1300 of Regulation S-K ("S-K 1300").

NioCorp, through Elk Creek Resources Corp. ("ECRC"), an indirect majority-owned subsidiary of the Company, is developing the Elk Creek Project, a critical minerals project that, if and when developed, is expected to produce niobium, scandium, titanium, and several rare earth products, including neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, samarium-europium-gadolinium ("SEG") carbonate, and heavy rare earth carbonate, as contemplated by the 2026 Elk Creek Study (as defined below). The Elk Creek Project is located near Elk Creek, Nebraska, in the southeast portion of the state.

• Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in high-strength, low-alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally enables those applications to be stronger and lighter in mass. This "lightweighting" benefit often results in environmental benefits, including reduced fuel consumption and material usage, which can result in fewer air emissions.

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

• Titanium is a component of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical implants and many others. It also is used in pigments for paper, paint, and plastics.

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

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

Recent Corporate Events

• On October 13, 2026, ECRC entered into a binding offtake agreement (the "Traxys Agreement") with Traxys North America LLC ("Traxys"). Under the Traxys Agreement, and subject to certain exclusions, Traxys will purchase, on a take-or-pay basis, 50% of the Elk Creek Project's planned ferroniobium production over the first 15 years of production. The Traxys Agreement supersedes and replaces the Company's prior ferroniobium and scandium offtake arrangements with Traxys. The Company's existing offtake agreement with ThyssenKrupp Metallurgical Products GmbH, covering the remaining 50% of planned ferroniobium production over the first 10 years of production, is unchanged. The Traxys Agreement also grants Traxys the exclusive right, but not the obligation, to purchase the Company's planned products other than ferroniobium, including scandium, titanium and rare earth products, and appoints Traxys as the Company's exclusive global marketing and sales partner.

Elk Creek Project Update

• On August 10, 2026, the Company announced the results of a pre-feasibility study prepared by qualified persons for the Elk Creek Project (the "2026 Elk Creek Study"), which is summarized in a technical report summary for the Elk Creek Project that has been prepared in accordance with the requirements of S-K 1300, with an effective date of June 30, 2026, filed as Exhibit 96.1 to the Annual Report on Form 10-K (the "2026 S-K 1300 Elk Creek Technical Report Summary"). The 2026 Elk Creek Study was filed under the Company's SEDAR+ as a technical report titled "NI 43-101 Technical

Report Feasibility Study Elk Creek Project, Nebraska" with an effective date of August 10, 2026.

The 2026 Elk Creek Study qualifies as a pre-feasibility study under S-K 1300 and as a feasibility study under Canada's National Instrument 43-101, and includes an estimated total upfront capital expenditure for the Elk Creek Project of approximately $1,849 million, including a contingency of 14%. The reason that the 2026 Elk Creek Study does not qualify as a feasibility study under S-K 1300 is because additional work with respect to the engineering of and procurement for the planned surface plant is required to allow the qualified person to reduce the overall contingency range attributed to the initial capital expenditure estimate for the Elk Creek Project from the current 14% to less than or equal to 10%. Even as additional work is completed and the contingency range is reduced, accordingly, there can be no assurance that the actual initial capital expenditure requirements will not materially exceed estimates. The Company believes that the completion of the 2026 Elk Creek Study satisfies a key EXIM due diligence requirement reflected in the PPL (as defined below), and the Company now expects to advance to the next steps of the process relating to detailed engineering, procurement and construction contracting. See "— Liquidity and Capital Resources — Proposed Project Financing from EXIM " below for the Company's discussion of the EXIM Financing (as defined below).

• During the three months ended September 30, 2026, the Company continued construction of the Portal Project. The Portal Project has an overall budget of $44.6 million, and through September 30, 2026, the Company has incurred approximately $12 million in construction costs. In addition, road improvements adjacent to the Elk Creek Project site, funded from the escrow held with Johnson County, Nebraska, continued during the quarter.

The Company continues to execute a work plan to further advance the development of the Elk Creek Project. Using cash on hand, the Company expects to undertake the following activities:

• Continuation of the Company's efforts to secure federal, state, and local operating permits;

• Negotiation and completion of engineering, procurement, and construction agreements;

• Completion of the final detailed engineering for the underground portion of the Elk Creek Project;

• Continuation and completion of the final detailed engineering for surface project facilities;

• Completion of water supply agreements and related infrastructure to deliver fresh water to the project site; and

• Continuation of revised mine groundwater investigation and control activities.

Securing the remaining project financing is a condition to the Company making a final investment decision to proceed with full construction of the Elk Creek Project. Upon obtaining such financing, we expect to undertake the following activities:

• Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site;

• Initiation of long-lead equipment procurement activities; and

• Initiation of initial construction work at the project site.

Financial and Operating Results

The Company had has no revenues from mining operations. during the fiscal years presented below. Operating expenses incurred related primarily to performing exploration and study related activities, to costs incurred for the advancement of the Elk Creek Project and the activities necessary to support corporate and shareholder duties as and are detailed in the following table.

For the Three Months Ended September 30,

5 unchanged paragraphs

Change in fair value of convertible notes

1 unchanged paragraph

Fiscal Year 2026 as Compared to Fiscal Year 2025

Less: Net (loss) attributable to redeemable noncontrolling interest (2,226 (577 (420 (848

Net income (loss) and comprehensive income (loss) attributable to the Company (42,659

Net income (loss) per common share, basic

Net income (loss) per common share, diluted

Three-month period ended September 30, 2026 compared to the three-month period ended September 30, 2025

1 unchanged paragraph

Exploration expenditures increased for fiscal year 2026 as compared to fiscal year 2025 primarily due to field-based costs associated with the 2025 Drilling Program, which was substantially completed by September 30, 2025, as well as expenses related to the Company's ongoing efforts to prepare the 2026 Elk Creek Study.

Liquidity and Capi tal Resources

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

During fiscal year 2026 and the period through the date of this Annual Report on Form 10-K, the Company completed the 2025 Drilling Program that supported updated mineral resource and mineral reserve estimates for the Elk Creek Project, commenced excavation of the mine portal at the Elk Creek Project in February 2026, and completed the 2026 Elk Creek Study. The Company is now focused on securing project financing sufficient to cover initial capital costs and other related expenses necessary for the commencement and completion of construction, and carrying out our near-term planned work programs necessary to complete detailed design, development and construction of the Elk Creek Project, as well as the commencement of early elements of project construction. The Company does not intend to commence full construction of the Elk Creek Project until sufficient project financing is in place to cover initial capital costs and other related expenses necessary for the commencement and completion of construction of the Elk Creek Project.

Exploration expenditures decreased for the three-month period in 2026 as compared to 2025, primarily due to field-based costs associated with the previously announced drilling program at the Elk Creek Project, which was substantially completed by September 30, 2025, partially offset by increased project advancement costs incurred during the three-month period ended September 30, 2026.

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

Other significant items impacting the change in the Company's net income (loss) and net income (loss) per share are noted below :

Change in fair value of earnout shares liability represents the impact of changes in fair value related to valuation of the shares of Class B common stock of ECRC, the rights of the holders of which to exchange such shares into Common Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the "Earnout Shares"). The increase decrease in fair value for fiscal year the three-month period in 2026, as compared to fiscal year an increase for the same period in 2025, primarily reflects the increase decrease in the Company's Common Share price in the financial modeling used to determine the period end fair value.

Change in fair value of warrant liabilities represents the impact of changes in fair value of Warrants recorded as liabilities in the Condensed Consolidated Balance sheet. Sheets. The increase decrease in fair value for fiscal year the three-month period in 2026, as compared to fiscal year an increase for the same period in 2025, primarily reflects the increase decreases in the Company's Common Share price used in the Black-Scholes valuation of outstanding Warrant liabilities.

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

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

Liquidity and Capital Resources

As of September 30, 2026, the Company had cash and cash equivalents of $403.4 million and working capital of $394.0 million, compared to cash and cash equivalents of $415.0 million and working capital of $402.3 million as of June 30, 2026. The overall decline in both cash and working capital reflects the funding of operations and capital expenditures during the period. The Company has no outstanding long-term debt.

1 unchanged paragraph

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

We expect that the Company will operate at a loss for the foreseeable future. The Company's current planned cash outflows are approximately $65 $85 million to $75 $95 million for the next twelve months. In addition to the settlement of outstanding accounts payable and other short-term liabilities, our planned cash outflows over the next twelve months are expected to consist of expenditures relating to the advancement of the Elk Creek Project by NioCorp's majority-owned subsidiary, ECRC, corporate overhead costs, and estimated costs related to securing the financing necessary for construction of the Elk Creek Project.

We expect our cash balance as of June September 30, 2026, together with the proceeds from the exercise of Warrants and Options, if any, and the reimbursement payments to which ECRC is entitled pursuant to the DoW Agreement, to be sufficient to fund our planned cash outflows for at least the next twelve months from the date of this Annual Quarterly Report on Form 10-K. 10-Q. That expectation relates to the activities described above and does not extend to the capital required to construct the Elk Creek Project and achieve commercial production, which the Company must finance separately as described under "Long-Term Liquidity Requirements" below. If project financing is delayed, the Company has the ability to defer or reduce a substantial portion of its planned expenditures until such financing is in place.

The planned expenditures relating to the advancement of the Elk Creek Project over the next twelve months include, but are not limited to, continued construction of the mine Portal at the Elk Creek Project; which the Company's Board of Directors approved in December 2025 and for which the current remaining estimated capital cost is approximately $38.7 million; detailed engineering; procurement and construction contracting activities; planning and deposits for long-lead equipment; metallurgical test work; environmental and permitting activities; community and stakeholder engagement programs; and advisory costs relating to securing project financing. The planned corporate overhead costs over the next twelve months are approximately $19 $20 million, including Elk Creek property lease commitments, and the settlement of outstanding accounts payable as of June September 30, 2026.

1 unchanged paragraph

Our long-term liquidity requirements consist principally of the capital required to construct the Elk Creek Project and to fund the Company's operations through the commencement of commercial production.

Our long-term liquidity requirements consist principally of the capital required to construct the Elk Creek Project and to fund the Company's operations through the commencement of commercial production. On August 10, 2026, the Company announced the results of the 2026 Elk Creek Study, which is summarized in the 2026 S-K 1300 Elk Creek Technical Report Summary filed as Exhibit 96.1 to the Annual Report on Form 10-K. 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 previous technical report summary for the Elk Creek Project prepared in accordance with S-K 1300, with an effective date of June 30, 2022, originally filed as Exhibit 96.1 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2022. The increase reflects, among other things, a substantially redesigned processing plant and mining operation that is intended to produce eight critical mineral products, from the previous plan to produce three critical mineral products, as well as significant inflationary impacts since the previous feasibility study.

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

1 unchanged paragraph

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

Management currently anticipates that it will fund the upfront capital expenditure amount for the Elk Creek Project through a combination of debt and equity financing, with approximately 65% of such amount being funded from the net proceeds of debt financing, including the amount of debt that would be represented by the EXIM Financing, if any. The balance, representing approximately 35% of such amount, is expected to be funded from the net proceeds of equity financing or other funding available to the Company. The debt component contemplated by this funding mix may exceed the EXIM Financing, as described under "Proposed Project Financing from EXIM" below. In addition to the EXIM Financing, the Company may also seek to fund a portion of the debt component from other export credit agencies and from commercial lenders. The ultimate composition of the debt component has not been determined and may or may not include lenders other than EXIM. The Company has not obtained a commitment for any portion of the debt financing required to construct the Elk Creek Project, and there can be no assurance that debt financing will be available in the amount, or on the terms, that management currently anticipates, or at all. Management is actively pursuing additional sources of debt and equity financing to meet its long-term funding requirements, and while it has been successful in doing so in the past, there is no assurance that we will be able to obtain any such additional financing on acceptable terms, if at all. See Part I, Item 1A, "Risk Factors" – We expect to incur substantial debt in connection with the Elk Creek Project, which will require a significant amount of cash to service, require us to comply with certain covenants and restrictions, and could impair our ability to obtain additional financing . Annual Report on Form 10-K.

Because the funding mix that management currently anticipates contemplates that approximately 35% of the upfront capital expenditure for the Elk Creek Project would be funded with equity or other funding available to the Company, and because the Company's cash on hand as of June September 30, 2026 represents less than 35% of the estimated total upfront capital expenditure for the Elk Creek Project, the Company expects that it may be required to raise additional equity capital in order to fund this portion of the Elk Creek Project's upfront capitalization. The amount of equity capital the Company will be required to raise will depend on, among other things, the final upfront capital cost of the Elk Creek Project, the amount and terms of the debt financing the Company is able to obtain, and the minimum equity contribution, leverage limitations and coverage ratios that prospective lenders require. See Part I, Item 1A, "Risk Factors" – We will require significant additional capital to fund our business plan. in the Annual Report on Form 10-K.

1 unchanged paragraph

The estimated financing costs associated with the Elk Creek Project over the next twelve months include, but are not limited to, costs relating to the EXIM application process, the scope of which remains under discussion with EXIM. On June 6, 2023, the Company announced that it had submitted an application to EXIM for debt financing, which may include a loan or loan guarantee, to fund a portion of the project costs for the Elk Creek Project, under EXIM's "Make More in America" initiative (the "EXIM Financing"). The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review Committee ("TRC") on October 2, 2023. In April 2024, EXIM provided the Company with a Preliminary Project Letter ("PPL"), which also conveyed EXIM's initial due diligence findings on the Company's application. The PPL did not state a total amount of the EXIM Financing. Instead, the PPL provided that the amount of the EXIM Financing that could be made available for the Elk Creek Project will be scaled based on the number of U.S. jobs supported, both during construction and over the life of EXIM's financing, and subject to certain expectations regarding the ratio of debt-to-equity financing for the Elk Creek Project. The PPL also identified additional project activities to be undertaken by the Company as part of EXIM's due diligence process, including, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows. On February 4, 2025, EXIM advanced the Company's application to the next stage of the TRC's reviews and selected RPMGlobal USA, Inc., whose mining advisory business has since been acquired by SLR Consulting, to conduct an independent technical review of the Elk Creek Project, and in October 2025 the Company executed a professional services agreement with SLR Consulting to conduct an independent environmental and social review as part of EXIM's ongoing due diligence. The Company's application remains at the next stage of the TRC's review process. If the application is approved and supported by EXIM staff, it would be subject to a final decision by EXIM's Board of Directors.

4 unchanged paragraphs

In addition to the EXIM Financing, the Company has pursued other government-supported sources of capital for the Elk Creek Project. For example, on August 4, 2025, ECRC entered into the DoW Agreement, a Project Sub-Agreement with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the DoW, pursuant to which ECRC is entitled to receive up to an aggregate of approximately $10.0 million of reimbursement payments from the DoW upon the achievement of certain project milestones. The DoW Agreement has an initial term through December 30, 2028. As of June September 30, 2026, approximately $8.1 $8.9 million of such reimbursement payments had been received billed and approximately $1.9 $1.1 million remained available upon the achievement of the remaining milestones. In addition, we are seeking other alternative sources of debt financing, which may include loans or loan guarantees from commercial or government-supported sources. The Company can provide no assurance as to the timing or outcome of any additional debt financing arrangements, or that any other loans or loan guarantees will ultimately be obtained. See Part I, Item 1A, "Risk Factors" – Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of our planned products and adversely affect our business." Annual Report on Form 10-K.

2 unchanged paragraphs

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

3 unchanged paragraphs

2 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 26 more changes in the filing

Market risk 6 changes

Foreign curre ncy exchange risk

Commodity p rice risk

The Company's exposure to changes in market interest rates relates primarily to the Company's earned interest income on cash deposits. and short-term investments. The Company maintains a balance between the liquidity of cash assets and the interest rate return thereon. The carrying amount of financial assets, net of any provisions for losses, represents the Company's maximum exposure to credit interest rate risk.

Foreign currency exchange risk

The Company incurs expenditures in both U.S. dollars and Canadian dollars. Canadian dollar expenditures are primarily related to certain engineering and metallurgical expenses, as well as certain professional services. As a result, currency exchange fluctuations may impact the costs of our operating activities. To reduce this risk, we maintain sufficient cash balances in Canadian dollars to fund expected near-term expenditures.

Commodity price risk

1 unchanged paragraph

Controls and procedures 21 changes

The Company's disclosure controls and procedures have been designed to ensure that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including the CEO and the CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosures.

Management does not expect that our disclosure controls and procedures will prevent all errors and all fraud. The effectiveness of our or any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable assurance that the objectives of the system will be met and is subject to certain limitations, including the exercise of judgment in designing, implementing, and evaluating controls and procedures and the assumptions used in identifying the likelihood of future events.

The management of NioCorp Developments Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company. Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework"). Based on that evaluation, the CEO and the CFO have concluded that, as of June 30, 2026, our internal control over financial reporting was not effective due to the material weakness in internal control over financial reporting described below. For a discussion of the previously reported material weaknesses that management has concluded were remediated during fiscal year 2026, see "Remediation of Previously Reported Material Weaknesses" below.

Remaining Material Weakness

Evaluation of Disclosure Controls and Procedures

The management of NioCorp Developments Ltd. has evaluated, under the supervision of and with the participation of our the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO"), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June September 30, 2026. Based on that evaluation, the CEO and the CFO have concluded that, as of June September 30, 2026, our disclosure controls and procedures were not effective due to a the material weakness in internal control over financial reporting described below.

Notwithstanding the material weakness in our internal control over financial reporting, our CEO and CFO have concluded that the audited interim condensed consolidated financial statements included in this Annual Quarterly Report on Form 10-K 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.

Management's Report on Material Weakness in Internal Control over Financial Reporting

As previously disclosed in Part II, Item 9A, "Controls and Procedures," of our Annual Report on Form 10-K, management identified a material weakness in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, which is described below.

1 unchanged paragraph

Management concluded that of the one material weaknesses weakness disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2025, one material weakness continued to exist as of June September 30, 2026. That material weakness relates to a deficiency in the principles associated with the control activities component of internal control, based on the criteria established set forth in Internal Control – Integrated Framework (2013) issued by the COSO Framework: Committee of Sponsoring Organizations of the Treadway Commission:

1 unchanged paragraph

Remediation of Previously Reported Material Weaknesses

During fiscal year 2026, management, with oversight from the Audit Committee, completed and tested a series of remediation actions directed at the material weaknesses previously reported in the control environment, risk assessment, control activities and monitoring activities components of internal control. The actions completed include the following:

• Control environment - We added two positions to the accounting and financial reporting function, including a VP of Accounting and Senior Accountant. We also engaged outside accounting and internal control consultants with relevant expertise to supplement internal resources.

• Risk assessment - We designed and implemented a formal financial reporting risk assessment process requiring periodic review and updating of current risks, internal controls and financial reporting risks, including risks arising from changes in the Company's business practices and from complex or non-routine transactions. The results of the risk assessment are reviewed with management and communicated to the Audit Committee quarterly.

• Control activities - We designed and implemented controls over the monitoring and assessment of the work of third-party specialists, including a documented evaluation of the specialist's scope of work, competence and objectivity, the completeness and accuracy of the data provided to the specialist, and the appropriateness of the resulting accounting conclusions, and over the evaluation of inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions, including independent review and approval of key assumptions prior to recording.

• Monitoring activities - We designed and implemented a monitoring program under which management performs ongoing and separate evaluations to ascertain whether the components of internal control are present and functioning, retains contemporaneous evidence of the performance of key controls, and evaluates and communicates internal control deficiencies, together with an assessment of their severity, in a timely manner to those parties responsible for taking corrective action, including senior management and the Audit Committee.

Management tested the design and operating effectiveness of the remediated controls during the year ended June 30, 2026, using sample sizes commensurate with the frequency of each control. Based on that testing, management determined that the remediated controls were appropriately designed and implemented and operated effectively for a sufficient period of time. Accordingly, management concluded that the material weaknesses in the control environment, risk assessment and monitoring activities components of internal control, and the material weaknesses in the control activities component relating to (i) monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness of accounting conclusions, and (ii) the evaluation of certain inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions, were remediated as of June 30, 2026.

The remaining material weakness described above could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected. The remaining material weakness did not result in any misstatement of the Company's consolidated financial statements.

To address the remaining material weakness existing as of June September 30, 2026 described above, we are continuing to implement a remediation plan. These actions include the following:

2 unchanged paragraphs

While we continue to devote significant time and attention to these remediation efforts, the remaining material weakness will not be considered remediated until the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective. Management currently expects to complete these actions during fiscal year 2027.

1 unchanged paragraph

Other than the remediation of previously disclosed material weaknesses as discussed above, there has been no change in our internal control over financial reporting during the quarter ended June September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 16 changes

No director or executive officer of the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

During the past ten years, none of the persons serving as executive officers and/or directors of the Company and, with respect to promoters or control persons, for the past five years, none have been the subject matter of any of the legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive officer.

Ethical Business Conduct

The Board expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives according to the highest ethical standards.

and 12 more changes in the filing

Risk factors 197 changes

and 197 more changes in the filing

Mine safety disclosures 1 change

and 1 more change in the filing

Other information 2 changes

and 2 more changes in the filing

Exhibits 29 changes

and 29 more changes in the filing