NioCorp Announces Closing of $150.2 Million Registered Direct Offering of Common Shares Priced At-the-Market

Rhea-AI Summary

NioCorp (Nasdaq: NB) on October 15, 2025 closed a registered direct at-the-market offering of 16,077,175 common shares (or pre-funded warrants) at $9.34 per share, generating approximately $150.2 million in gross proceeds before fees. Maxim Group acted as sole placement agent.

The company intends to use net proceeds for working capital and general corporate purposes, including to advance and launch construction of the Elk Creek Project and move it toward commercial operation. The Offering was made under an effective Form S-3ASR registration and is described in a final prospectus supplement filed with the SEC.

Positive

• Gross proceeds of $150.2 million
• Issued 16,077,175 common shares/pre-funded warrants
• Net proceeds earmarked to advance Elk Creek Project
• Placement agent secured: Maxim Group

Negative

• Share count increased by 16,077,175, causing dilution
• Offered at-the-market, which may pressure near-term share price
• Placement agent fees and offering expenses will reduce net proceeds

Insights

Capital Markets Analyst

NioCorp closed a $150.2 million at-the-market offering to fund Elk Creek advancement and working capital.

NioCorp$150.2 million by selling 16,077,175 common shares at $9.34 per share (pre-funded warrants at $9.3399 each). The company expressly intends to use net proceeds for working capital and to advance construction of the Elk Creek Project. The transaction used an effective shelf registration and closed on Oct 15, 2025.

The business mechanism is straightforward: equity issuance converts future project funding needs into immediate cash while diluting existing equity. Key dependencies include the company’s ability to deploy these funds efficiently toward construction milestones and control of placement fees and expenses that reduce net proceeds. Risks remain if the capital is insufficient for planned milestones, or if execution against construction timelines stalls; the press release does not disclose detailed budget or milestone breakdowns.

Watch for three concrete items in the near term: publication of a use-of-proceeds breakdown or updated construction budget, any regulatory or permitting milestones tied to Elk Creek, and quarterly cash-burn or liquidity disclosures that show how the proceeds are being spent. Expect these items to appear in upcoming periodic filings and updates within the next several quarters following the Oct 15, 2025 closing.

CENTENNIAL, CO / ACCESS Newswire / October 15, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (Nasdaq:NB) today announced the closing of its previously announced registered direct offering in the United States priced at-the-market in accordance with the rules of The Nasdaq Stock Market LLC (the "Offering"). The Offering consisted of 16,077,175 common shares (or pre-funded warrants in lieu thereof) at an offering price of $9.34 per common share (or $9.3399 per pre-funded warrant), for gross proceeds of approximately $150.2 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 its efforts to launch construction of 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) previously filed with the Securities and Exchange Commission (the "SEC") on October 10, 2025, that became effective upon filing pursuant to Rule 462(e) of the United States Securities Act of 1933, as amended. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof has been filed by the Company with the SEC and forms a part of the effective registration statement and is available on the SEC's website at www.sec.gov and on the Company's profile on SEDAR+ website at www.sedarplus.ca. 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 email at syndicate@maximgrp.com. 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.

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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., (720) 334-7066, aguthrie@niocorp.com

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

ABOUT NIOCORP

NioCorp is developing a critical minerals project in Southeast Nebraska (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 intended use of the net proceeds from the Offering; 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 metals; 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 ability to operate as a going concern; 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 with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (the "Yorkville Equity Facility Financing Agreement"); 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 industry; 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, or development 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; 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

What did NioCorp (NB) announce on October 15, 2025 regarding capital raising?

NioCorp closed a registered direct at-the-market offering of 16,077,175 shares at $9.34 per share for gross proceeds of about $150.2 million.

How will NioCorp (NB) use the net proceeds from the $150.2M offering?

The company intends to use net proceeds for working capital and general corporate purposes, including advancing construction of the Elk Creek Project.

Who acted as placement agent for NioCorp's October 2025 offering (NB)?

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

How many shares did NioCorp (NB) issue and at what price in the offering?

The Offering consisted of 16,077,175 common shares (or pre-funded warrants) at an offering price of $9.34 per common share.

Where can investors find the prospectus for NioCorp's registered offering (NB)?

A final prospectus supplement and accompanying prospectus were filed with the SEC and are available on www.sec.gov and the company's SEDAR+ profile.

Were Canadian investors included in NioCorp's October 15, 2025 offering (NB)?

No; the company states that no securities were offered or sold to Canadian purchasers under the Offering.