NioCorp Announces Closing of $100.0 Million Public Offering of Common Shares

Rhea-AI Summary

NioCorp (NASDAQ:NB) closed a U.S. public offering of 20,000,000 common shares (or pre-funded warrants) at $5.00 per share for gross proceeds of approximately $100.0 million on February 25, 2026. Maxim Group acted as sole placement agent.

The company intends to use net proceeds for working capital and to advance the Elk Creek Project toward commercial operation. The offering was made under an effective Form S-3ASR shelf registration (effective October 10, 2025); a final prospectus supplement has been filed with the SEC. No securities were offered or sold to Canadian purchasers.

Positive

• Gross proceeds of ~$100.0 million from the offering
• Proceeds targeted to advance Elk Creek Project toward commercial operation
• Form S-3ASR shelf registration effective October 10, 2025 supports capital raising

Negative

• Issuance of 20,000,000 shares may cause dilution to existing shareholders
• Placement agent fees and offering expenses will reduce net proceeds available for project use

News Market Reaction – NB

+2.59%

2 alerts

+2.59% News Effect

+$18M Valuation Impact

$694M Market Cap

0.0x Rel. Volume

On the day this news was published, NB gained 2.59%, reflecting a moderate positive market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $18M to the company's valuation, bringing the market cap to $694M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares Offered: 20,000,000 shares Offer Price: $5.00 per share Pre-funded Warrant Price: $4.9999 per warrant +1 more

4 metrics

Shares Offered 20,000,000 shares Public offering size

Offer Price $5.00 per share Public offering price

Pre-funded Warrant Price $4.9999 per warrant Pre-funded warrants in lieu of shares

Gross Proceeds $100.0 million Before placement fees and expenses

Market Reality Check

Price: $5.30 Vol: Volume 7,361,889 vs 20-da...

normal vol

$5.30 Last Close

Volume Volume 7,361,889 vs 20-day average 5,646,907 (relative volume 1.3x). normal

Technical Trading modestly above 200-day MA of 5.15 with price at 5.40 pre-announcement.

Peers on Argus

While NB was down 2.7% pre-offering close, peers like TMQ (+11.45%), NAK (+12.59...

2 Up

While NB was down 2.7% pre-offering close, peers like TMQ (+11.45%), NAK (+12.59%), WRN (+8.15%), and UAMY (+7.58%) were up, pointing to a stock-specific reaction to the financing.

Previous Offering Reports

5 past events · Latest: Feb 24 (Neutral)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 24	Offering pricing	Neutral	-2.7%	Priced 20M-share U.S. equity offering for about $100M gross proceeds.
Oct 15	Offering closing	Neutral	-17.0%	Closed $150.2M registered direct at-the-market equity financing.
Oct 13	Offering pricing	Neutral	+8.9%	Priced $150.2M registered direct offering under Form S-3ASR shelf.
Sep 29	Offering closing	Neutral	-2.8%	Closed $60.0M public equity offering to fund Elk Creek advancement.
Sep 26	Offering pricing	Neutral	-6.7%	Announced pricing of $60.0M public equity raise for project progress.

Pattern Detected

Offering-related announcements have typically coincided with modest single-digit stock moves, with an average move of about -4.04% around such financings.

Recent Company History

Over the last several months, NioCorp has repeatedly used equity offerings under its shelf to fund progression of the Elk Creek Project. Prior raises of $60.0M and $150.2M, and the recent pricing of this $100.0M deal, all targeted working capital and project advancement. The current closing announcement fits this pattern of financing steps alongside ongoing technical work, EXIM engagement, and pre-construction activity described in earlier filings and updates.

Historical Comparison

-4.0% avg move · In the past year, NioCorp issued 5 offering-related updates, averaging a -4.04% move. Today’s comple...

offering

-4.0%

Average Historical Move offering

In the past year, NioCorp issued 5 offering-related updates, averaging a -4.04% move. Today’s completion of the $100.0M financing is consistent with this pattern of equity raises for Elk Creek funding.

Offering history shows repeated use of the Oct 10, 2025 Form S-3ASR shelf to raise equity capital earmarked for advancing the Elk Creek Project toward construction and commercial operation.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-10-10

NioCorp has an active Form S-3ASR shelf filed on 2025-10-10, which is effective and has been used multiple times, including recent 424B2 prospectus supplements on 2026-02-24 and 2026-02-25, to conduct equity offerings such as the current $100.0M deal.

Market Pulse Summary

This announcement confirms the closing of a $100.0M U.S. public offering at $5.00 per share, adding ...

Analysis

This announcement confirms the closing of a $100.0M U.S. public offering at $5.00 per share, adding capital for working capital needs and to advance the Elk Creek Project toward commercial operation. It follows a series of prior offerings under the company’s Form S-3ASR shelf. Investors may watch how quickly proceeds are deployed, updates on project milestones, and any further use of shelf capacity for additional equity raises.

Key Terms

pre-funded warrants, shelf registration statement, form s-3asr, prospectus supplement, +1 more

5 terms

pre-funded warrants financial

"20,000,000 common shares (or pre-funded warrants in lieu thereof) at a public"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The Offering was made pursuant to an effective shelf registration statement on Form"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3asr regulatory

"registration statement on Form S-3ASR (File No. 333-290837), which was filed"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus relating to the Offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

placement agent financial

"Maxim Group LLC acted as sole placement agent for the Offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

CENTENNIAL, CO / ACCESS Newswire / February 25, 2026 / NioCorp Developments Ltd. ("NioCorp," "our," or the "Company") (NASDAQ:NB), today announced the closing of its previously announced public offering in the United States (the "Offering"). The Offering consisted of 20,000,000 common shares (or pre-funded warrants in lieu thereof) at a public offering price of $5.00 per common share (or $4.9999 per pre-funded warrant), for gross proceeds of approximately $100.0 million before deducting placement agent fees and offering expenses.

Maxim Group LLC acted as sole placement agent for the Offering.

NioCorp currently intends to use the net proceeds from the Offering for working capital and general corporate purposes, including to advance a critical minerals project in Southeast Nebraska (the "Elk Creek Project") and move it to commercial operation.

The Offering was made pursuant to an effective shelf registration statement on Form S-3ASR (File No. 333-290837), which was filed with the Securities and Exchange Commission (the "SEC") and was automatically effective upon filing on October 10, 2025.

A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof has been filed with the SEC and forms a part of the effective registration statement and is available on the SEC's website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final prospectus supplement filed with the SEC is also available on the Company's profile on the SEDAR+ website at www.sedarplus.ca. No securities were offered or sold to Canadian purchasers under the Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

# # #

FOR MORE INFORMATION:

Jim Sims, Chief Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com

Alex Guthrie, Director, Investor Relations, NioCorp Developments Ltd., (647) 999-0527, aguthrie@niocorp.com

@NioCorp $NB #Niobium #Scandium #rareearth #neodymium #dysprosium #terbium #ElkCreek

ABOUT NIOCORP

NioCorp is developing the Elk Creek Project that is expected to produce niobium, scandium, and titanium. The Company also is evaluating the potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of neodymium-iron-boron magnets, which are used across a wide variety of defense and civilian applications.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may include, but are not limited to, statements regarding the Offering, including the proposed use of the net proceeds from the Offering; the estimated expenses of the Offering; the plan of distribution for the Offering; the anticipated effect of the Offering on the performance of the Company; NioCorp's expectation of producing niobium, scandium, and titanium, and the potential of producing rare earths, at the Elk Creek Project; and NioCorp's ability to secure sufficient project financing to complete construction of the Elk Creek Project and move it to commercial operation. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NioCorp and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; the future price of and demand for metals, including aluminum scandium alloy; and the stability of the financial and capital markets. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp with the SEC and with the applicable Canadian securities regulatory authorities and the following: NioCorp's ability to consummate the Offering; NioCorp's ability to use the net proceeds of the Offering in a manner that will increase the value of shareholders' investment; NioCorp's requirement of significant additional capital; NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms, or at all; NioCorp's ability to achieve the required milestones and receive the full $10.0 million in reimbursement under the Project Sub-Agreement with Advanced Technology International, an entity acting on behalf of the Defense Industrial Base Consortium under the authority of the U.S. Department of Defense; NioCorp's ability to receive a final commitment of financing from the Export-Import Bank of the United States or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; NioCorp's ability to access the full amount of the expected net proceeds under the standby equity purchase agreement (the "Yorkville Equity Facility Financing Agreement") with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP; NioCorp's ability to continue to meet the listing standards of The Nasdaq Stock Market LLC; risks relating to NioCorp's common shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp's level of indebtedness and/or the terms contained in agreements governing NioCorp's indebtedness, if any, the Yorkville Equity Facility Financing Agreement or other agreements may impair NioCorp's ability to obtain additional financing, on acceptable terms, or at all; covenants contained in agreements with NioCorp's secured creditors that may affect its assets; NioCorp's limited operating history; NioCorp's history of losses; the material weaknesses in NioCorp's internal control over financial reporting, NioCorp's efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a passive foreign investment company under the U.S. Internal Revenue Code of 1986, as amended (the "Code"); the potential that the business combination with GX Acquisition Corp. II and other related transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp's exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp's information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships, including NioCorp's ability to negotiate extensions to existing agreements or to enter into new agreements, on favorable terms or at all; NioCorp's ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining and scandium alloy industries; trade policies and tensions, including tariffs; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp's projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, development, or scandium alloy production activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp's properties; the infringement or loss of NioCorp's intellectual property rights; potential future litigation; and NioCorp's lack of insurance covering all of NioCorp's operations.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the matters addressed herein and attributable to NioCorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, NioCorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

SOURCE: NioCorp Developments Ltd.

View the original press release on ACCESS Newswire

FAQ

How many shares did NioCorp (NB) sell in the February 25, 2026 offering?

NioCorp sold 20,000,000 common shares (or pre-funded warrants) in the offering. According to the company, the securities priced at $5.00 per share, generating gross proceeds of about $100.0 million before fees and expenses.

What will NioCorp (NB) use the $100.0 million offering proceeds for?

The company intends to use net proceeds for working capital and corporate purposes. According to the company, funds will notably be used to advance the Elk Creek Project toward commercial operation and general corporate needs.

Who acted as placement agent for NioCorp's (NB) $100 million offering?

Maxim Group LLC served as the sole placement agent for the offering. According to the company, investors may contact Maxim's syndicate department for prospectus copies and related offering details.

Under what registration was NioCorp's (NB) offering conducted and when was it effective?

The offering was made under an effective Form S-3ASR (File No. 333-290837) shelf registration. According to the company, the registration was automatically effective upon filing on October 10, 2025.

Were Canadian investors included in NioCorp's (NB) February 2026 offering?

No, securities were not offered or sold to Canadian purchasers under the offering. According to the company, the final prospectus supplement is available on the SEC and SEDAR+ profiles for review.