What the changes say
- NioCorp faces extreme capital constraints, requiring $1,141.0 million for Elk Creek construction and $40.0 to $50.0 million near-term.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We will be required to make substantial capital expenditures to advance the Elk Creek Project to construction and commercial operation. We will also require funds for our ongoing capital needs and will be required to raise additional capital
We need $40.0 million to $50.0 million in cash for the next twelve months and $1,141.0 million in total upfront capital for the Elk Creek Project.
- NewRisks Related to Our Business
We have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses in the future. We incurred a net loss attributable to the Company of $17.4 million for the year ended June 30, 2025, and $11.4 million for the year ended June 30, 2024
We incurred a net loss of $17.4 million for fiscal year 2025 and $11.4 million for fiscal year 2024, with negative cash flow from operations.
- NewRisks Related to Our Business
We may not recognize the full value of the DoD Agreement
We may not receive up to $10.0 million in milestone reimbursements under the DoD Agreement due to missed targets or financial control material weaknesses.
Dropped
- DroppedRisks Related to Our Business
We will require significant additional capital to fund our business plan
- DroppedRisks Related to Our Business
As of June 30, 2024, the Company had cash of $2.0 million and working capital deficit of $9.0 million, compared to cash of $2.3 million and working capital of $0.2 million on June 30, 2023
Need significant capital for Elk Creek and property diversification.
- DroppedRisks Related to Our Business
We are actively pursuing additional sources of debt and equity financing, and while we have been successful in doing so in the past, there can be no assurance we will be able to do so in the future
Had $2.0 million cash and $9.0 million working capital deficit in 2024.
- DroppedRisks Related to Our Business
We have a history of losses and expect to continue to incur losses in the future
Pursuing debt and equity financing with no assurance of success.
- DroppedRisks Related to Our Business
Certain events have effected, and continue to effect, the global and United States economies, including increased inflation, volatility in commodity prices, supply chain uncertainty, and increases in raw material and labor costs. We cannot predict how this will affect our business, but the impact may be adverse
- DroppedRisks Related to Our Business
The Company may not realize all or any of the anticipated benefits expected as a result of the 2023 Transactions
Net loss of $40.1 million for the year ended June 30, 2023.
- DroppedRisks Related to Government Regulation
issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions
- DroppedRisks Related to Our Debt
We may not have the ability to service our debt, including, without limitation, to pay the installments on the April 2024 Notes
- DroppedRisks Related to Our Debt
In the event of certain breaches under our agreements with our secured creditors, our assets may be affected
Reworded
- 83% rewrittenRisks Related to Our Business
It may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors
Added risks regarding realizing value from the Yorkville Equity Facility and Warrant exercise proceeds.
- 82% rewrittenRisks Related to Mining and Development
We face intense competition in the mining industry
Added competition for mining and processing equipment to advance Elk Creek.
- 75% rewrittenRisks Related to Our Business
A disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could adversely affect our business operations and financial performance
Added that we have already experienced actual cybersecurity incidents.
- 72% rewrittenRisks Related to Our Business
We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition
Added tariffs and trade tensions to macroeconomic headwinds.
- 61% rewrittenRisks Related to Government Regulation
We may not be able to obtain or renew all required permits and licenses to place any of our properties into production
Retained permit and license risks for the Elk Creek Project.
- 47% rewrittenRisks Related to Our Business
Our ability to operate as a going concern is in doubt
Updated going concern note for fiscal 2025 with $17.4 million loss and insufficient cash for construction.
- 44% rewrittenRisks Related to Our Business
Increased costs could affect our financial condition
Explicitly named the Elk Creek Project as subject to commodity and tariff cost variations.
- 30% rewrittenRisks Related to Our Business
Joint ventures and other partnerships, including offtake arrangements, may expose us to risks
Added risk regarding our ability to negotiate extensions to existing offtake agreements or enter new ones.
All 40 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01Our ability to operate as a going concern is in doubt47% rewritten
- 02We will be required to make substantial capital expenditures to advance the Elk Creek Project to construction and commercial operation. We will also require funds for our ongoing capital needs and will be required to raise additional capitalNew
- 03We have a limited operating history on which to base an evaluation of our business and prospects
- 04We have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses in the future. We incurred a net loss attributable to the Company of $17.4 million for the year ended June 30, 2025, and $11.4 million for the year ended June 30, 2024New
- 05Increased costs could affect our financial condition44% rewritten
- 06A disruption in, or failure of our third-party service providers’ IT systems, including those related to cybersecurity, could adversely affect our business operations and financial performance75% rewritten
- 07A shortage of equipment and supplies could adversely affect our ability to operate our business
- 08Joint ventures and other partnerships, including offtake arrangements, may expose us to risks30% rewritten
- 09We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth, and the failure to manage our growth effectively could have a material adverse effect on our business and financial condition72% rewritten
- 10It may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors83% rewritten
- 11We may not recognize the full value of the DoD AgreementNew
- 12As discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management has assessed the effectiveness of its internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective as of June 30, 2025
- 13We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting
Risks Related to Mining and Development
- 14We face numerous uncertainties in estimating our mineral reserves and resources and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs, and decreased profitability
- 15The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses
- 16We have no history of producing commercial products from our current mining properties and there can be no assurance that we will successfully establish mining operations or profitably produce minerals
- 17Results of metallurgical testing by us may not be favorable to, or as expected by, us
- 18Price volatility could have dramatic effects on our results of operations and our ability to obtain financing for the Elk Creek Project and execute our business plan
- 19We may not be able to establish a viable recovery process for REEs
- 20Estimates of resources and reserves are subject to evaluation uncertainties that could result in project failure
- 21Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital
- 22We face intense competition in the mining industry82% rewritten
- 23Difficulties in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project
- 24Title to our properties may be subject to other claims that could affect our property rights and claims
- 25Our properties and operations may be subject to litigation or other claims
- 26We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations
Risks Related to Government Regulation
- 27We may not be able to obtain or renew all required permits and licenses to place any of our properties into production61% rewritten
- 28We are subject to significant governmental regulations that affect our operations and costs of conducting our business
- 29Our activities are subject to environmental laws and regulations that may change, thereby increasing our costs of doing business and restricting our operations
- 30Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business
- 31Although variable depending on location and the governing authority, land reclamation requirements are generally imposed on mineral exploration companies (as well as companies with mining operations) in order to minimize long-term effects of land disturbance
Risks Related to Our Debt
- 32The level of our indebtedness from time to time could impair our ability to obtain additional financing
Risks Related to the Common Shares
- 33The 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences
- 34Our Common Share price may be volatile and as a result you could lose all or part of your investment
- 35From July 1, 2024, to the date of this report, the trading price of our stock on the Nasdaq has ranged from a low of $1.27 to a high of $5.19
- 36We have never paid dividends on the Common Shares
- 37Future sales, or the perception of future sales, of Common Shares by existing shareholders or by us, or future dilutive issuances of Common Shares by us, could adversely affect prevailing market prices for the Common Shares and cause investors to suffer dilution in their net book value per Common Share
- 38We are subject to the continued listing criteria of the Nasdaq and our failure to satisfy these criteria may result in delisting of the Common Shares
- 39has rules for continued listing. In order to maintain the listings, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public shareholders
- 40If our Common Shares are considered a penny stock and are subject to the penny stock rules, broker-dealers may be discouraged from effecting transactions in Common Shares
Other Niocorp Developments 10-Ks
- FY2024 10-K risk factors46 risks
NioCorp is a development-stage mining company facing severe going concern doubts with only $2.0 million in cash.
Filed Sep 23, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.