NioCorp Announces Commencement of Proposed Public Offering of Common Shares

Rhea-AI Summary

NioCorp Developments (NASDAQ:NB) has announced the commencement of a proposed public offering of common shares in the United States. The offering includes common shares or pre-funded warrants and will be managed by Maxim Group LLC as the sole placement agent on a best-efforts basis.

The proceeds will be used for working capital and general corporate purposes, including advancing the construction of the Elk Creek Project. The offering is being made through an effective shelf registration on Form S-3, with no securities being offered to Canadian purchasers. The final terms will be disclosed in a prospectus supplement to be filed with the SEC.

Positive

• Potential to advance construction of the strategic Elk Creek Project
• Access to additional working capital for corporate growth

Negative

• Potential dilution for existing shareholders
• Uncertainty regarding the final size and terms of the offering

Insights

Financial Analyst

NioCorp's new share offering will dilute existing shareholders while raising capital for Elk Creek Project construction.

NioCorp has announced a proposed public offering of common shares (and potentially pre-funded warrants) in the US markets, signaling a dilutive capital raise with significant implications for existing shareholders. The company has engaged Maxim Group LLC as the sole placement agent working on a "reasonable best-efforts" basis - a structure that provides less certainty than a firm commitment underwriting.

The intended use of proceeds focuses on working capital and advancing the company's flagship Elk Creek Project toward construction and eventual commercial operation. This critical minerals project contains niobium, scandium, and titanium, which are strategically important metals with applications in high-strength steel, aerospace, and other advanced technologies.

Several aspects of this announcement warrant investor attention: First, the offering's terms remain undisclosed (size, pricing), creating uncertainty about the extent of dilution. Second, the "reasonable best-efforts" approach suggests potential challenges in securing financing on favorable terms. Third, the explicit exclusion of Canadian purchasers likely relates to regulatory considerations but restricts the potential investor pool.

This capital raise appears necessary for project advancement but comes with the typical dilution concerns inherent in junior mining financings. The company's ability to execute the Elk Creek Project will ultimately determine whether this dilution creates or destroys shareholder value longer-term.

CENTENNIAL, CO / ACCESS Newswire / September 25, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB) today announced it has commenced a proposed public offering in the United States (the "Offering"). The Offering consists of common shares (or pre-funded warrants in lieu thereof) and is subject to market conditions. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size, pricing or other terms of the Offering.

Maxim Group LLC is acting as sole placement agent, on a reasonable best-efforts basis, 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 is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280176) previously filed with the U.S. Securities and Exchange Commission (the "SEC") on June 13, 2024 and subsequently declared effective by the SEC on June 27, 2024. NioCorp may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities will be offered or sold to Canadian purchasers under the Offering. A preliminary prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof will be filed with the SEC and forms a part of the effective registration statement and will be available on the SEC's website at www.sec.gov. Copies of the preliminary 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 terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC's website at www.sec.gov and will also be available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.

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

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

ABOUT NIOCORP
NioCorp is developing a critical minerals project in Southeast Nebraska that is expected to produce niobium, scandium, and titanium (the "Elk Creek Project"). 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 type of securities that may be issued in the offering, the size, pricing or other terms of the Offering and the plan of distribution for the Offering; the intended use of the net proceeds of 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 our 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 is the purpose of NioCorp's (NASDAQ:NB) new public offering in 2025?

The offering aims to raise funds for working capital and general corporate purposes, specifically to advance the construction of the Elk Creek Project and move it to commercial operation.

Who is managing NioCorp's 2025 public offering?

Maxim Group LLC is acting as the sole placement agent for the offering on a reasonable best-efforts basis.

Will NioCorp's 2025 offering be available to Canadian investors?

No, the offering explicitly states that no securities will be offered or sold to Canadian purchasers under this offering.

How can investors access information about NioCorp's 2025 public offering?

Investors can access the preliminary prospectus supplement and accompanying prospectus through the SEC's website or by contacting Maxim Group LLC directly.

What is the Elk Creek Project that NioCorp plans to fund?

The Elk Creek Project is NioCorp's primary development project, focusing on niobium, scandium, and titanium production, which the company aims to advance to construction and commercial operation with the offering proceeds.