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NioCorp posts preliminary, unaudited $3.7M profit

An approximately $8.5 million non-cash gain on liability-classified earnout shares and warrants primarily drove the reported income.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

NioCorp Developments Ltd. reported preliminary, unaudited net income attributable to NioCorp of $3.7 million, or $0.03 per share (basic), for the three-month period ended September 30, 2026, compared with a net loss attributable to NioCorp of $42.7 million, or $0.53 per share (basic), for the three months ended September 30, 2025. The 2026 result primarily reflected approximately $8.5 million in non-cash gains on earnout shares and warrants classified as liabilities, driven by a decrease in NioCorp’s common-share closing price between June 30 and September 30, 2026.

As of September 30, 2026, cash was $405.1 million. NioCorp, a development stage company, reported $6.1 million in operating cash outflows, primarily for recurring general and administrative costs and finalization and issuance of the Elk Creek Project technical and economic study, and $5.9 million in investing outflows, primarily for ongoing mine-portal construction at Elk Creek. NioCorp intends to file its unaudited interim financial statements in a Form 10-Q on or before November 16, 2026. The preliminary figures are unaudited and subject to change and adjustment.

1 point · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 1 point

How the balance works

Positive

  • Moderate pointNet income: $3.7 million, versus a $42.7 million prior-year net loss.

Negative

  • Major pointNioCorp disclosed a material weakness in internal control over financial reporting.

Filing Explained

The three-month 2025 net loss primarily reflected approximately $32.1 million in non-cash losses on earnout shares and warrants classified as liabilities, as NioCorp’s share price rose between June 30 and September 30, 2025.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net income attributable to NioCorp $3.7 million Preliminary, unaudited; three-month period ended September 30, 2026
Basic earnings per share $0.03 per share Preliminary, unaudited; three-month period ended September 30, 2026
Net loss attributable to NioCorp $42.7 million Three months ended September 30, 2025
Basic loss per share $0.53 per share Three months ended September 30, 2025
Cash balance $405.1 million As of September 30, 2026
Non-cash gains on earnout shares and warrants Approximately $8.5 million Three-month period ended September 30, 2026
Operating cash outflows $6.1 million Three-month period ended September 30, 2026
Investing outflows $5.9 million Three-month period ended September 30, 2026
liability-classified instruments financial
"the same liability-classified instruments"
operating cash outflows financial
"operating cash outflows for the three-month period"
development stage company financial
"The Company continues as a development stage company"
technical and economic study technical
"finalization and issuance of the technical and economic study"
Net income attributable to NioCorp $3.7 million Compared with a net loss attributable to NioCorp of $42.7 million for the three months ended September 30, 2025.
Basic earnings per share $0.03 per share Compared with a $0.53 per-share basic loss for the three months ended September 30, 2025.
Cash balance $405.1 million As of September 30, 2026.
Operating cash outflows $6.1 million For the three-month period ended September 30, 2026.
Investing outflows $5.9 million For the three-month period ended September 30, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were NioCorp (NB)’s preliminary Q3 2026 results?

NioCorp reported preliminary, unaudited net income attributable to NioCorp of $3.7 million, or $0.03 per share (basic), for the three-month period ended September 30, 2026, versus a net loss of $42.7 million, or $0.53 per share (basic), for the three months ended September 30, 2025. The 2026 result primarily reflected approximately $8.5 million in non-cash gains on liability-classified earnout shares and warrants.

When does NioCorp (NB) intend to file its September 2026 10-Q?

NioCorp intends to file its unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2026, in its Quarterly Report on Form 10-Q on or before November 16, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001512228 A1 0001512228 2026-10-16 2026-10-16 0001512228 NB:CommonSharesWithoutParValueMember 2026-10-16 2026-10-16 0001512228 NB:WarrantsEachExercisableFor1.11829212CommonSharesMember 2026-10-16 2026-10-16 0001512228 NB:CommonSharePurchaseRightsMember 2026-10-16 2026-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 16, 2026

 

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)

 

 
     
British Columbia, Canada 001-41655 98-1262185
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (720) 334-7066

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

   

 

Item 2.02.Results of Operations and Financial Condition.

On October 16, 2026, NioCorp Developments Ltd. (the “Company”) announced a Company update relating to certain preliminary financial results for the three-month period ended September 30, 2026. This announcement was contained in a press release, a copy of which is attached as Exhibit 99.1 hereto. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 7.01.Regulation FD Disclosure.

The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit

Description

99.1 Press Release, dated October 16, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

   

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 16, 2026

  NIOCORP DEVELOPMENTS LTD.
   
   By:   /s/ Neal S. Shah
    Name:   Neal S. Shah
    Title: Chief Financial Officer
       

 

   

 

Exhibit 99.1

 

NioCorp Provides Preliminary Unaudited Financial Results for the
Three-Month Period Ended September 30, 2026

CENTENNIAL, Colo. (October 16, 2026) – NioCorp Developments Ltd. (“NioCorp,” “our,” or the “Company”) (NASDAQ:NB) today provided its preliminary unaudited financial results for the three-month period ended September 30, 2026, which are presented below.

The Company reported net income attributable to NioCorp of $3.7 million, or $0.03 per share (basic), for the three-month period ended September 30, 2026, as compared to a net loss attributable to NioCorp of $42.7 million, or $0.53 per share (basic), for the three months ended September 30, 2025. As of September 30, 2026, the Company had a cash balance of $405.1 million on its consolidated balance sheet.

The net income for the three months ended September 30, 2026 primarily reflects non-cash gains of approximately $8.5 million related to earnout shares and warrants classified as liabilities on the consolidated balance sheet, driven by a decrease in the closing price of the Company’s common shares between June 30, 2026 and September 30, 2026. By contrast, the net loss for the three months ended September 30, 2025 primarily reflected non-cash losses of approximately $32.1 million related to the same liability-classified instruments, driven by an increase in the closing price of the Company’s common shares between June 30, 2025 and September 30, 2025.

The Company continues as a development stage company, and its operating cash outflows for the three-month period ended September 30, 2026 totaled $6.1 million, primarily representing recurring general and administrative costs as well as costs related to the finalization and issuance of the technical and economic study for the Elk Creek Critical Minerals Project (the “Elk Creek Project”). In addition, its investing outflows for the three-month period ended September 30, 2026 totaled $5.9 million, primarily representing additional expenditures associated with ongoing construction of the mine portal at the Elk Creek Project.

The Company intends to file its unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2026 in its Quarterly Report on Form 10-Q on or before November 16, 2026.

All figures reported above with respect to the three-month period ended September 30, 2026 are preliminary and are unaudited and subject to change and adjustment as the Company prepares its unaudited interim condensed consolidated financial statements for the three-month periods ended September 30, 2026 and 2025. Accordingly, investors are cautioned not to place undue reliance on the foregoing information. The Company does not intend to provide preliminary results on a regular basis in the future. The preliminary results provided in this news release constitute “forward-looking information” and “forward-looking statements” within the meaning of

 

 

NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com

Page 2 of 4

applicable Canadian and U.S. securities laws, are based on several assumptions and are subject to a number of risks and uncertainties. Actual results may differ materially. See “Forward-looking Statements.”

#  #  #

FOR MORE INFORMATION:

Jim Sims, Corporate 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, titanium, and several rare earth products, including neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, samarium-europium-gadolinium (“SEG”) carbonate, and heavy rare earth carbonate. 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 (collectively “forward-looking statements”). Forward-looking statements may include, but are not limited to, statements regarding our preliminary financial results, and the timing of the filing of the unaudited interim condensed consolidated financial statements for the three-month period ended September 30, 2026 and NioCorp’s expectation of producing niobium, scandium, titanium and several rare earth products, including neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, SEG carbonate, and heavy rare earth carbonate at the Elk Creek Project. 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 Al-Sc alloy; the impact that Chinese restrictions have on pricing and demand including the existence of a bifurcated market between China and the rest of the world; 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 Securities and Exchange Commission and with

NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com

Page 3 of 4

the applicable Canadian securities regulatory authorities and the following: 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 War; NioCorp’s ability to receive a final commitment of financing from EXIM or other debt financing or financial support on acceptable timelines, on acceptable terms, or at all; 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, or other agreements may impair NioCorp’s ability to obtain additional financing, on acceptable terms, or at all; NioCorp’s limited operating history; NioCorp’s history of losses; the material weakness in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weakness 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; changes in tax laws and regulations; 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, including, without limitation, a reduction of demand for scandium from a downturn in capital spending for AI; impacts on the markets and pricing for scandium and rare earth products from the Chinese-based markets, including any future changes to export restrictions; 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 negotiate definitive agreements for existing non-binding memoranda of understanding and non-binding term sheets; NioCorp’s ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; technical and economic study results; the results of metallurgical testing; the results of technological research; unexpected variations in the quantity of ore, grade or recovery rates, or the presence of deleterious elements that would affect the process plant or waste removal; unexpected geotechnical and hydrogeological conditions from what was assumed in the mine designs; 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 and other export controls; 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; changes in other environmental and social factors; 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 or 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; NioCorp’s lack of insurance covering all of NioCorp’s operations; and changes in operating and capital costs, exchange rates, metallurgical performance, labor availability and other risks associated with the mining industry.

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.

NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com

Page 4 of 4

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.

NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com

 

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