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NIOCORP DEVELOPMENTS LTD

For the period ended Jun 30, 2026. Filed Sep 25, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Sep 25, 2026

NB$2.90+7.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended June 30,2026

OR

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

For the transition period from to

Commission file number:001-41655

(Exact name of registrant as specified in its charter)

British Columbia, Canada98-1262185
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
7000 South Yosemite Street, Suite 115 Centennial, CO (Address of principal executive offices)80112(Zip Code)

Registrant’s telephone number, including area code: (720) 334-7066

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, without par valueNBThe Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common SharesNIOBWThe Nasdaq Stock Market LLC
Common Share Purchase RightsN/AThe Nasdaq Stock Market LLC

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 ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☐Accelerated Filer☐
Non-Accelerated Filer☒Smaller Reporting Company☒
Emerging Growth Company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

At December 31, 2025, the aggregate market value of the 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

Not applicable.

TABLE OFCONTENTS

Table of Contents

Select Mining Definitions · i
Mineral Reserves and Resources · v
Currency · v
Risk Factors Summary · v
PART I1
ITEM 1.BUSINESS1
Introduction1
Business Operations1
Corporate Structure2
Historical Development of the Business2
Recent Corporate Events3
Competitive Business Conditions4
Cycles4
Economic Dependence5
Government Regulation5
Human Capital6
Forward-Looking Statements7
Available Information9
ITEM 1A.RISK FACTORS9
Risks Related to Our Business9
Risks Related to Mining and Development14
Risks Related to Government Regulation20
Risks Related to Our Debt22
Risks Related to the Common Shares22
ITEM 1B.UNRESOLVED STAFF COMMENTS25
ITEM 1C.CYBERSECURITY25
ITEM 2.PROPERTIES25
ITEM 3.LEGAL PROCEEDINGS40
ITEM 4.MINE SAFETY DISCLOSURES40
PART II41
ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES41
Market Information41
Holders41
Dividends41
Securities Authorized for Issuance Under Equity Compensation Plans41
Purchases of Equity Securities by the Company41
Recent Sales of Unregistered Securities41
Exchange Controls41
Certain Canadian Federal Income Tax Considerations for U.S. Residents41
ITEM 6.RESERVED43
ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS44
Summary of Consolidated Financial and Operating Performance44
Results of Operations44
Liquidity and Capital Resources45
Cash Flow Considerations49
Environmental50
Forward-Looking Statements50
Accounting Developments50
Critical Accounting Estimates and Recent Accounting Pronouncements50
Other51
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK52
Interest rate risk52
Foreign currency exchange risk52
Commodity price risk52
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA52
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.83
ITEM 9A.CONTROLS AND PROCEDURES83
ITEM 9B.OTHER INFORMATION85
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION85
PART III86
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE86
ITEM 11.EXECUTIVE COMPENSATION91
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS100
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE102
ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES104
PART IV105
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES105
ITEM 16.FORM 10–K SUMMARY109
SIGNATURES110
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.