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
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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, Canada | 98-1262185 | |
|---|---|---|
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, without par value | NB | The Nasdaq Stock Market LLC |
| Warrants, each exercisable for 1.11829212 Common Shares | NIOBW | The Nasdaq Stock Market LLC |
| Common Share Purchase Rights | N/A | The 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 I | 1 | |||
| ITEM 1. | BUSINESS | 1 | ||
| Introduction | 1 | |||
| Business Operations | 1 | |||
| Corporate Structure | 2 | |||
| Historical Development of the Business | 2 | |||
| Recent Corporate Events | 3 | |||
| Competitive Business Conditions | 4 | |||
| Cycles | 4 | |||
| Economic Dependence | 5 | |||
| Government Regulation | 5 | |||
| Human Capital | 6 | |||
| Forward-Looking Statements | 7 | |||
| Available Information | 9 | |||
| ITEM 1A. | RISK FACTORS | 9 | ||
| Risks Related to Our Business | 9 | |||
| Risks Related to Mining and Development | 14 | |||
| Risks Related to Government Regulation | 20 | |||
| Risks Related to Our Debt | 22 | |||
| Risks Related to the Common Shares | 22 | |||
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 25 | ||
| ITEM 1C. | CYBERSECURITY | 25 | ||
| ITEM 2. | PROPERTIES | 25 | ||
| ITEM 3. | LEGAL PROCEEDINGS | 40 | ||
| ITEM 4. | MINE SAFETY DISCLOSURES | 40 | ||
| PART II | 41 | |||
| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES | 41 | ||
| Market Information | 41 | |||
| Holders | 41 | |||
| Dividends | 41 | |||
| Securities Authorized for Issuance Under Equity Compensation Plans | 41 | |||
| Purchases of Equity Securities by the Company | 41 | |||
| Recent Sales of Unregistered Securities | 41 | |||
| Exchange Controls | 41 | |||
| Certain Canadian Federal Income Tax Considerations for U.S. Residents | 41 | |||
| ITEM 6. | RESERVED | 43 | ||
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 44 | ||
| Summary of Consolidated Financial and Operating Performance | 44 | |||
| Results of Operations | 44 | |||
| Liquidity and Capital Resources | 45 | |||
| Cash Flow Considerations | 49 | |||
| Environmental | 50 | |||
| Forward-Looking Statements | 50 | |||
| Accounting Developments | 50 | |||
| Critical Accounting Estimates and Recent Accounting Pronouncements | 50 | |||
| Other | 51 | |||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 52 | ||
| Interest rate risk | 52 | |||
| Foreign currency exchange risk | 52 | |||
| Commodity price risk | 52 | |||
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 52 | ||
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | 83 | ||
| ITEM 9A. | CONTROLS AND PROCEDURES | 83 | ||
| ITEM 9B. | OTHER INFORMATION | 85 | ||
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION | 85 | ||
| PART III | 86 | |||
|---|---|---|---|---|
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 86 | ||
| ITEM 11. | EXECUTIVE COMPENSATION | 91 | ||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 100 | ||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 102 | ||
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 104 | ||
| PART IV | 105 | |||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 105 | ||
| ITEM 16. | FORM 10–K SUMMARY | 109 | ||
| SIGNATURES | 110 | |||
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