NioCorp Developments Ltd. Fiscal 2026 Form 10-K Summary
Business context and reporting period
NioCorp is a British Columbia corporation and development-stage issuer focused primarily on advancing the Elk Creek Project in Nebraska. The planned underground mine and integrated processing facility are expected to produce ferroniobium, scandium oxide, titanium tetrachloride, neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, SEG carbonate and heavy rare earth carbonate. The fiscal year ended June 30, 2026. The company has not begun commercial production and has generated no operating revenue.
The company completed a 2026 Elk Creek Study, commenced construction of the mine portal, completed its 2025 drilling program, acquired additional land and mineral rights, and acquired scandium-aluminum alloy technology and manufacturing assets for $8.4 million.
Financial and operating metrics
| Metric | Fiscal 2026 | Fiscal 2025 |
|---|---|---|
| Mining revenue | $0 | $0 |
| Operating expenses | $38.3 million | $12.0 million |
| Net loss attributable to NioCorp | $48.6 million | $17.4 million |
| Loss per basic and diluted share | $0.41 | $0.36 |
| Cash used in operating activities | $15.9 million | $10.7 million |
| Cash used in investing activities | $29.7 million | Less than $0.1 million |
| Net cash provided by financing activities | $437.1 million | $34.2 million |
| Cash and cash equivalents | $415.0 million | $25.6 million |
| Working capital | $402.3 million | $24.8 million |
| Long-term debt | None | None disclosed |
Fiscal 2026 financing included approximately $467.2 million of gross proceeds from equity issuances, including registered offerings, warrant and option exercises, and Yorkville facility proceeds. Share issuance costs were approximately $30.1 million. Common shares outstanding increased from 58.5 million at June 30, 2025 to 145.8 million at June 30, 2026, creating substantial dilution risk.
Operating expenses comprised $16.1 million of exploration expenditures and $22.2 million of general and administrative expenditures. The net loss also included $8.6 million of increased earnout-share liability valuation and $13.0 million of increased warrant-liability valuation, partially offset by $9.1 million of interest income.
Material changes versus the prior comparable period
- Cash increased by approximately $389.5 million, primarily from equity financing, warrant and option exercises, and Yorkville advances.
- Operating expenses increased approximately 220%, reflecting drilling, feasibility-study and engineering work, financing activity, compensation, legal and corporate costs.
- Net loss increased approximately 179% to $48.6 million.
- Investing cash outflows increased to $29.7 million, including the FEA Materials acquisition, land and mineral-right purchases, and portal construction.
- The company introduced a measured mineral-resource category of 14.1 million tons and established 7.6 million tons of proven reserves. Total probable reserves declined to 38.4 million tons from 40.4 million tons.
- The resource NSR cutoff increased from $164 per ton to $218 per ton. Indicated resources declined 10.8% to 149.0 million tons, while inferred resources increased 41.7% to 169.2 million tons.
- Estimated initial project capital increased approximately $708 million, from $1.141 billion in the prior study to $1.849 billion, principally due to a redesigned processing plan, expanded product slate and inflation.
- The Yorkville equity facility expired April 1, 2026, and no replacement equity facility had been entered into as of the filing date.
Project economics, guidance and outlook
The 2026 Study describes a proposed 40-year mine and processing operation with a 35-month pre-production period and nominal processing of approximately 3,047 tons per day. The study estimates initial capital expenditures of $1.849 billion, including $233 million of contingency, and total life-of-mine capital costs of approximately $4.019 billion.
| Projected measure | Study estimate |
|---|---|
| After-tax NPV at 8% | $3.441 billion |
| After-tax IRR | 22.8% |
| After-tax payback period | 2.93 years |
| Life-of-mine gross revenue | $37.435 billion |
| Average annual EBITDA during full production years | $608 million |
| Average life-of-mine EBITDA margin | 67% |
| Effective project tax rate | 14.3% |
These are study projections, not company guidance or forecasts of actual results. The study qualifies as a feasibility study under CIM/NI 43-101 but as a pre-feasibility study under SEC S-K 1300 because additional engineering and procurement work is needed to reduce the initial-capital contingency to 10% or less.
Management expects planned cash outflows of approximately $65 million to $75 million over the next twelve months. It expects cash on hand, potential warrant and option exercises, and remaining Department of War reimbursements to fund planned activities for at least twelve months from the filing date, excluding the capital required for full project construction and commercial production.
The remaining Portal Project capital requirement was estimated at approximately $38.7 million at June 30, 2026. The Portal Project had an overall budget of $44.6 million, of which approximately $5.6 million had been incurred through fiscal year-end.
Financing, risks and unusual items
- The company estimates it will need substantially more than $1.849 billion to reach commercial production after considering financing costs, development-period interest, startup working capital, corporate overhead, reclamation obligations and potential overruns.
- Management currently anticipates financing approximately 65% of initial capital with debt and approximately 35% with equity or other funding, but no debt commitment has been obtained.
- The EXIM Bank application remains subject to due diligence, internal approvals, final terms and definitive documentation. The company cannot estimate the amount or timing of any EXIM financing, and the filing states that neither the letter of interest nor preliminary project letter is a financing commitment.
- Under the Department of War agreement, ECRC may receive up to approximately $10.0 million in milestone-based reimbursements. Approximately $8.1 million had been received by June 30, 2026, with approximately $1.9 million remaining available subject to milestones.
- The company has offtake agreements covering 75% of planned ferroniobium production for the first ten years, but additional definitive offtake agreements are expected to be needed for remaining ferroniobium, scandium, titanium and rare earth production.
- Management identified a material weakness in internal control over financial reporting related to controls over vendor banking information. Disclosure controls and internal control over financial reporting were therefore ineffective as of June 30, 2026. Management expects remediation during fiscal 2027.
- The company reports a history of losses, negative operating cash flow, no commercial production history and dependence on additional financing. The financial statements were prepared on a going-concern basis.
- The company believes it was a passive foreign investment company for fiscal 2026 and 2025 and may remain one in future years, potentially creating adverse U.S. tax consequences for investors.
- The company adopted an amended shareholder rights plan that generally activates if a person or group acquires 20% or more of the common shares, subject to permitted-bid provisions. The plan is scheduled to expire at the company’s 2027 annual meeting unless earlier terminated.
- Key project risks include permitting, water management, environmental compliance, construction and processing-scale-up risk, commodity-price volatility, inflation, supply-chain constraints, dependence on Chinese market conditions, reserve and resource uncertainty, and potential dilution from future equity issuance and outstanding warrants.
Most important facts for investors to verify
- Whether NioCorp obtains a binding EXIM or other project-financing commitment and on what debt-to-equity, covenant and security terms.
- Whether the company can raise the remaining equity and debt capital required for the estimated $1.849 billion initial project investment.
- Whether the 2026 Study’s projected prices, recoveries, capital costs, operating costs, NPV, IRR and EBITDA assumptions remain supportable after detailed engineering and commercial-scale testing.
- Progress, remaining cost and schedule for the Portal Project and the conditions required before full construction can begin.
- Execution of definitive offtake agreements for currently uncommitted products and confirmation of counterparty creditworthiness.
- Completion and testing of the vendor-banking-control remediation plan and any future auditor or SEC observations.
- Changes in mineral reserves and resources, particularly the conversion of inferred and indicated resources into higher-confidence categories.
- Potential dilution from 145.8 million common shares outstanding, approximately 18.7 million outstanding warrants at June 30, 2026, exchangeable ECRC shares, options and future financing.
- Required federal, state and local permits, including discretionary Nebraska permits and the USACE permit associated with the proposed TSF #3 diversion channel.