Niocorp Developments (NIOBW) risk factors, FY2026 10-K

Risks Related to Our Business

1. 01We will require significant additional capital to fund our business plan
2. 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 capital
3. 03facilities. We anticipate financing the estimated total upfront capital expenditure for the Elk Creek Project with debt financing (including the potential EXIM Financing) and additional equity financing
4. 04We have a limited operating history on which to base an evaluation of our business and prospects
5. 05potential shortages of mining, mineral processing, hydrometallurgical, pyrometallurgical, construction, and other facilities-related supplies
6. 06We have incurred losses since inception, have negative cash flow from operating activities, and expect to continue to incur losses in the future. We incurred a net loss attributable to the Company of $48.6 million for the year ended June 30, 2026, and $17.4 million for the year ended June 30, 2025
7. 07Increased costs could affect our financial condition
8. 08We may be unable to successfully negotiate final, definitive offtake agreements, which could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project
9. 09Any failure of our counterparties to meet their obligations to us or to third parties with respect to our offtake agreements, supply agreements or other commercial agreements could have a material adverse effect on our ability to secure project financing and establish the commercial viability of the Elk Creek Project
10. 10A 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
11. 11A shortage of equipment and supplies could adversely affect our ability to operate our business
12. 12We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm and legal liability, and could have adverse effects on our results of operations, financial condition, liquidity and cash flows
13. 13We 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
14. 14It may be difficult to enforce judgments or bring actions outside the U.S. against us and certain of our directors
15. 15We may not receive any proceeds from the exercise of our outstanding Warrants, and the potential adverse effect on the prevailing market prices for our Common Shares as a result of sales, or the perception of future sales, of Common Shares could adversely affect our ability to raise additional capital
16. 16We may not recognize the full value of the DoW Agreement
17. 17As discussed in Item 9A, “Controls and Procedures,” of this Annual Report on Form 10-K, the Company’s management has assessed the effectiveness of its internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective as of June 30, 2026
18. 18We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting

Risks Related to Mining and Development

1. 19in connection with the 2026 S-K 1300 Elk Creek Technical Report Summary, could result in lower than expected revenues, higher than expected costs, and decreased profitability
2. 20historical production from the area compared with production from other producing areas
3. 21Price 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
4. 22The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses
5. 23personal injury, fire, flooding, cave-ins, and landslides
6. 24We 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
7. 25potential increases in construction and operating costs due to changes in the cost and availability of labor, fuel, power, materials, and equipment and supplies, and the time elapsed since the most recent estimates of cost and availability were made
8. 26Results of metallurgical testing by us may not be favorable to, or as expected by, us
9. 27The success of our business will depend, in part, on the growth of existing and emerging uses for scandium and rare earth products
10. 28Our recovery process for our planned products has been evaluated at a demonstration scale but has not been fully validated on a commercial scale
11. 29Estimates of resources and reserves are subject to evaluation uncertainties that could result in project failure
12. 30Any 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
13. 31We face intense competition in the mining industry
14. 32Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of our planned products and adversely affect our business
15. 33Difficulties in water balance management at our Elk Creek Project could negatively affect our potential production and economics at the project
16. 34Title to our properties may be subject to other claims that could affect our property rights and claims
17. 35Our properties and operations may be subject to litigation or other claims
18. 36We do not currently insure against all the risks and hazards of mineral exploration, development, and mining operations

Risks Related to Government Regulation

1. 37We may not be able to obtain or renew all required permits and licenses to place any of our properties into production
2. 38We are subject to significant governmental regulations that affect our operations and costs of conducting our business
3. 39environmental standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection
4. 40Our activities are subject to environmental laws and regulations that may change, thereby increasing our costs of doing business and restricting our operations
5. 41Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have a material adverse effect on our business
6. 42Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations
7. 43Although 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
8. 44reasonably re-establish pre-disturbance landforms and vegetation

Risks Related to Our Debt

1. 45We 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

Risks Related to the Common Shares

1. 46The 2023 business combination with GXII could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences
2. 47Our Common Share price may be volatile and as a result you could lose all or part of your investment
3. 48From July 1, 2025, to the date of this report, the trading price of our stock on the Nasdaq has ranged from a low of $2.19 to a high of $11.67
4. 49We have never paid dividends on the Common Shares
5. 50We 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
6. 51Our Rights Plan includes terms and conditions that could discourage a take-over or other transaction that shareholders may consider favorable