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

Rhea-AI Summary

NioCorp (NASDAQ:NB) priced a U.S. public offering of up to 20,000,000 common shares (or pre-funded warrants) at $5.00 per share for gross proceeds of approximately $100.0 million. The company intends to use net proceeds for working capital and to advance the Elk Creek Project toward commercial operation. The offering, led by Maxim Group LLC as sole placement agent, is expected to close on or about February 25, 2026, subject to customary closing conditions. A final prospectus supplement will disclose the offering's final terms.

Positive

• Gross proceeds of approximately $100.0 million
• Up to 20,000,000 common shares (or pre-funded warrants)
• Proceeds earmarked to advance Elk Creek Project

Negative

• Potential shareholder dilution from up to 20,000,000 new shares
• Net proceeds reduced by placement agent fees and offering expenses
• Closing is subject to customary conditions; not guaranteed by Feb 25, 2026

Key Figures

Gross proceeds: $100.0 million Offering size: Up to 20,000,000 shares Offer price per share: $5.00 +5 more

8 metrics

Gross proceeds $100.0 million Expected from current public offering before fees

Offering size Up to 20,000,000 shares Common shares or pre-funded warrants in current deal

Offer price per share $5.00 Public offering price for common shares

Pre-funded warrant price $4.9999 Public offering price per pre-funded warrant

Expected closing date February 25, 2026 Target close for current offering, subject to conditions

Shares outstanding 125,327,542 shares Common shares outstanding as of Feb 23, 2026 (424B2)

Placement fee rate 6.00% Placement agent fee as percentage of aggregate proceeds

Warrant exercise price $0.0001 Exercise price of pre-funded warrants (424B2)

Market Reality Check

Price: $5.55 Vol: Volume 4,579,220 is below...

normal vol

$5.55 Last Close

Volume Volume 4,579,220 is below the 20-day average of 6,029,655 (relative volume 0.76x). normal

Technical Shares at $5.55 are trading above the 200-day MA of $5.13 and 55.9% below the 52-week high.

Peers on Argus

Metal mining peers in the scanner, such as LZM and SGML, were up 3.34–3.61%, but...

2 Up

Metal mining peers in the scanner, such as LZM and SGML, were up 3.34–3.61%, but sector momentum was flagged as stock-specific rather than a broad sector move.

Previous Offering Reports

5 past events · Latest: Oct 15 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Oct 15	Offering closing	Negative	-17.0%	Closed $150.2M registered direct offering at $9.34 per share.
Oct 13	Offering pricing	Negative	+8.9%	Priced $150.2M registered direct offering at at-the-market price.
Sep 29	Offering closing	Negative	-2.8%	Closed $60.0M public offering at $6.15 per share.
Sep 26	Offering pricing	Negative	-6.7%	Priced $60.0M public offering at $6.15 per share.
Sep 25	Offering launch	Negative	+13.2%	Announced commencement of proposed U.S. public offering for Elk Creek.

Pattern Detected

Equity offerings have typically pressured the stock, with an average same-tag move of about -0.87%, though two past pricing/commencement releases saw double‑digit upside.

Recent Company History

Recent history shows NioCorp repeatedly accessing equity markets to fund the Elk Creek Project while using a shelf structure. Since September 2025, the company has announced and completed several offerings, including $60.0M and $150.2M deals, all led by Maxim Group and aimed at working capital and Elk Creek development. Price reactions have been mixed, with some pricing and commencement announcements selling off and others rallying, suggesting investor sensitivity to terms and timing of each raise.

Historical Comparison

-0.9% avg move · In the past year, NioCorp issued 5 offering-related releases with an average move of -0.87%, showing...

offering

-0.9%

Average Historical Move offering

In the past year, NioCorp issued 5 offering-related releases with an average move of -0.87%, showing generally mild downside but with occasional sharp upside on select pricing or launch announcements.

Same-tag history shows a sequence of equity raises under the shelf, repeatedly funding Elk Creek construction and moving from proposed offerings to pricing and closings with Maxim Group as placement agent.

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 Oct 10, 2025, now used for multiple takedowns including the current 424B2. The shelf allows issuance of common shares, warrants, debt and units, and includes warrant redemption terms tied to a $16.10 share-price trigger.

Market Pulse Summary

This announcement details a $100.0 million U.S. public offering of up to 20,000,000 shares or pre-fu...

Analysis

This announcement details a $100.0 million U.S. public offering of up to 20,000,000 shares or pre-funded warrants at $5.00, under NioCorp’s effective Form S-3ASR shelf. Proceeds are earmarked for working capital and advancing the Elk Creek Project toward commercial operation. Historically, similar offerings have produced mixed short-term price reactions, so investors may watch final terms, execution via Maxim Group, and subsequent capital plans under the shelf structure.

Key Terms

pre-funded warrants, placement agent, shelf registration statement, form s-3asr, +1 more

5 terms

pre-funded warrants financial

"up to 20,000,000 common shares (or pre-funded warrants in lieu thereof)"

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.

placement agent financial

"Maxim Group LLC is acting 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.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3ASR"

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

"effective shelf registration statement on Form S-3ASR (File No. 333-290837)"

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 preliminary 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.

AI-generated analysis. Not financial advice.

CENTENNIAL, CO / ACCESS Newswire / February 24, 2026 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB) today announced the pricing of its public offering in the United States (the "Offering"). The Offering is expected to consist of up to 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 that are expected to be approximately $100.0 million before deducting placement agent fees and offering expenses.

Maxim Group LLC is acting 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 is expected to close on or about February 25, 2026, subject to the satisfaction of customary closing conditions.

The Offering is being 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. 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 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 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.

FOR MORE INFORMATION:

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

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

ABOUT NIOCORP

NioCorp is developing the Elk Creek Project, which 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 type of securities that may be issued in the Offering; the amount and proposed use of the net proceeds from the Offering; the size of 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

What are the terms of NioCorp's (NB) February 24, 2026 public offering?

The offering is for up to 20,000,000 common shares at $5.00 per share. According to the company, gross proceeds are expected to be approximately $100.0 million before fees and expenses, with optional pre-funded warrants at $4.9999 each.

How will NioCorp (NB) use proceeds from the $100.0 million offering?

Proceeds are intended for working capital and project advancement. According to the company, net proceeds will support general corporate purposes and advancing the Elk Creek Project toward commercial operation in Southeast Nebraska.

When is the expected closing date for NioCorp's (NB) February 2026 offering?

The offering is expected to close on or about February 25, 2026, subject to conditions. According to the company, closing remains contingent on customary closing conditions and final prospectus terms filed with the SEC.

What dilution effect could NioCorp (NB) shareholders face from this offering?

Dilution could result from issuance of up to 20,000,000 new shares. According to the company, the offering size and final share count will determine dilution, and net proceeds will be reduced by placement agent fees and offering expenses.

Who is the placement agent for NioCorp's (NB) $100.0 million offering and where to find documents?

Maxim Group LLC is the sole placement agent for the offering. According to the company, a preliminary prospectus supplement and accompanying prospectus have been filed with the SEC and will be available on the SEC website.