NioCorp signs 15-year sales agreement with Traxys

Q: How long does NioCorp’s Traxys offtake agreement last?

The agreement has a 15-year term measured from the first day of the month in which the defined Commercial Production Date occurs. It then renews automatically for two one-year periods unless either party provides notice of non-renewal.

Q: When can either party terminate NioCorp’s Traxys agreement?

Either party may terminate if, by December 31, 2027, the Export-Import Bank of the United States has not provided final approval of senior debt financing or financial close has not occurred. A six-month extension applies if approval has been obtained but financial close has not. Traxys has a separate termination right if the Commercial Production Date has not occurred within 60 months after execution, subject to an ECRC notice-and-cure period and force majeure extensions of up to 12 months.

The 15-year term starts only after output meets the defined 80% annualized-production threshold, while financing and startup milestones carry termination rights.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

NioCorp Developments Ltd., through majority-owned subsidiary Elk Creek Resources Corp. (ECRC), entered an offtake agreement with Traxys North America LLC on October 13, 2026, replacing prior ferroniobium and scandium agreements. Subject to exclusions, Traxys will purchase, on a take-or-pay basis, 50% of annual ferroniobium production or, at its election, 3,700 metric tonnes per year, and has a right of first refusal on certain additional production. It also has the exclusive right, but not the obligation, to market and sell 100% of the project’s other products.

Ferroniobium pricing references published monthly prices less discounts that increase every five years; other products are priced by reference to published prices or Traxys’ gross invoiced price in bona fide arm’s length sales, less a marketing commission and specified costs. The 15-year term begins under a defined test requiring output over the prior three calendar months to equal or exceed 80% of planned annualized production, followed by two automatic one-year renewals unless either party gives notice. Either party may terminate if specified financing milestones are unmet by December 31, 2027; Traxys also has a startup-related termination right.

Filing Explained

The agreement permits affiliate scandium conversion outside Traxys’ exclusivity but requires Traxys to handle third-party sales of downstream products for a one-time commission.

On October 13, 2026, ECRC entered an offtake agreement with Traxys that excludes affiliate transfers of scandium oxide for downstream conversion from Traxys’ exclusivity and marketing commission. Third-party sales of those downstream scandium products by ECRC or its affiliates must, however, be marketed and executed through Traxys as the exclusive intermediary, for a one-time commission.

For ferroniobium, the agreement’s worldwide sales exclusivity excludes the European Union while NioCorp’s existing agreement with Thyssen Krupp remains in effect, subject to stated exceptions.

8-K Event Classification

2 items: 1.01, 1.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Key Figures

Ferroniobium purchase commitment: 50% of annual production, or 3,700 metric tonnes per year at Traxys’ election Other Products marketing scope: 100% of project products other than ferroniobium Agreement term: 15 years +3 more

6 metrics

Ferroniobium purchase commitment 50% of annual production, or 3,700 metric tonnes per year at Traxys’ election Take-or-pay basis, subject to certain exclusions.

Other Products marketing scope 100% of project products other than ferroniobium Traxys has the exclusive right, but not the obligation, to market and sell these products.

Agreement term 15 years Measured from the first day of the month during which the Commercial Production Date occurs.

Commercial Production Date threshold 80% of planned production Output over the prior three calendar months must equal or exceed planned production on an annualized basis.

Automatic renewal periods Two one-year renewals Unless either party provides notice of non-renewal.

Financing termination deadline December 31, 2027 Either party may terminate if specified financing conditions are unmet; a six-month extension applies if approval is obtained but financial close has not occurred.

Key Terms

take-or-pay basis, right of first refusal, Commercial Production Date, bona fide arm’s length sales, +1 more

5 terms

take-or-pay basis financial

"purchase, on a take-or-pay basis"

A take-or-pay basis is a contract where a buyer agrees to either accept a set amount of goods or services from a supplier or, if they don’t take them, still pay a predetermined fee. For investors, this creates predictable revenue for the supplier and a fixed-cost commitment for the buyer—like reserving and paying for a table at a restaurant whether you eat there or not—which can stabilize cash flow but also add risk if demand falls.

right of first refusal financial

"right of first refusal on certain additional ferroniobium production"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

Commercial Production Date technical

"the “Commercial Production Date”"

bona fide arm’s length sales financial

"in bona fide arm’s length sales"

financial close financial

"financial close has not occurred"

Financial close is the moment when all loan and contract conditions for a financing deal are satisfied, the legal documents are signed and the agreed funds become available to the borrower — like the moment a home sale finishes and the buyer’s mortgage money is released. For investors, it matters because it turns promised financing into real cash that allows a project or company to move from planning to execution, reducing funding risk and clarifying near-term cash flows and timelines.

FAQ

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

How much ferroniobium is covered by NioCorp’s agreement with Traxys?

Traxys will purchase, on a take-or-pay basis, 50% of annual ferroniobium production or 3,700 metric tonnes per year at Traxys’ election, subject to certain exclusions. Traxys also has a right of first refusal on certain additional ferroniobium production.

How long does NioCorp’s Traxys offtake agreement last?

The agreement has a 15-year term measured from the first day of the month in which the defined Commercial Production Date occurs. It then renews automatically for two one-year periods unless either party provides notice of non-renewal.

When can either party terminate NioCorp’s Traxys agreement?

Either party may terminate if, by December 31, 2027, the Export-Import Bank of the United States has not provided final approval of senior debt financing or financial close has not occurred. A six-month extension applies if approval has been obtained but financial close has not. Traxys has a separate termination right if the Commercial Production Date has not occurred within 60 months after execution, subject to an ECRC notice-and-cure period and force majeure extensions of up to 12 months.

Can NioCorp transfer scandium for downstream processing without Traxys’ marketing commission?

Transfers of Elk Creek scandium oxide to ECRC affiliates for conversion into downstream scandium products are not treated as sales under the agreement and are not subject to Traxys’ exclusivity or marketing commission. Third-party sales of those downstream products by ECRC or its affiliates must be marketed and executed through Traxys as exclusive marketing intermediary, in exchange for a one-time marketing commission.

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

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Available on EDGAR 10/16/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/16/2026 - 05:00 PM EDT

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 13, 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 1.01

Entry into a Material Definitive Agreement.

On October 13, 2026, Elk Creek Resources Corp. (“ECRC”), a majority-owned subsidiary of NioCorp Developments Ltd. (the “Company”), entered into an Offtake Agreement (the “Offtake Agreement”) with Traxys North America LLC (“Traxys”) covering ferroniobium and certain other products expected to be produced at the Company’s Elk Creek Critical Minerals Project in southeast Nebraska (the “Elk Creek Project”), including scandium, titanium and rare earth products. The Offtake Agreement supersedes and replaces the prior ferroniobium and scandium offtake agreements between the Company and Traxys, including the ferroniobium offtake agreement originally entered into on June 13, 2016, as amended and as assigned to Traxys (the “Prior Ferroniobium Offtake Agreement”).

Pursuant to the terms of the Offtake Agreement, and subject to certain exclusions, Traxys will purchase, on a take-or-pay basis, 50% of the Elk Creek Project's annual ferroniobium production or, at Traxys’ election, 3,700 metric tonnes of ferroniobium per year, and will have a right of first refusal on certain additional ferroniobium production. In addition, Traxys will have the exclusive right, but not the obligation, to market and sell 100% of the Elk Creek Project’s products other than ferroniobium, including scandium oxide, scandium metal and scandium-aluminum master alloy, titanium tetrachloride, neodymium-praseodymium oxide, dysprosium oxide, terbium oxide, samarium-europium-gadolinium carbonate, and heavy rare earth carbonate, and derivatives thereof (collectively, the “Other Products” and, collectively with ferroniobium, the “Products”). Ferroniobium will be priced by reference to a published monthly market price for ferroniobium, less a discount that increases at five-year intervals over the term. The Other Products will be priced by reference to published market prices, or, for Other Products without a published price assessment, the gross price invoiced by Traxys to third-party purchasers in bona fide arm’s length sales, in each case, less a marketing commission payable to Traxys and less certain of Traxys' actual logistics, marketing and financing costs. Traxys will also have the exclusive right to sell the Products worldwide, except that, for ferroniobium, the European Union is excluded while the Company’s existing ferroniobium offtake agreement with Thyssen Krupp Metallurgical Products GmbH remains in effect, subject to certain exceptions and exclusions.

The Offtake Agreement has a term of 15 years measured from the first day of the month during which the output of the Products over the three prior calendar months equals or exceeds 80% of the planned production of the Products at the Elk Creek Project on an annualized basis (the “Commercial Production Date”). Thereafter, the Offtake Agreement is subject to two automatic one-year renewals, unless either party provides notice of non-renewal pursuant to the terms of the Offtake Agreement.

Either party may terminate the Offtake Agreement if, by December 31, 2027, the Export-Import Bank of the United States has not provided final approval of senior debt financing for the Elk Creek Project or financial close has not occurred, subject to a six-month extension if such approval has been obtained but financial close has not occurred. Traxys may terminate the Offtake Agreement if the Commercial Production Date has not occurred within 60 months after the execution of the Offtake Agreement, unless ECRC gives notice that the Commercial Production Date will occur within 90 days and it does occur within that period, subject to extension for force majeure events of up to 12 months.

Transfers of scandium oxide produced at the Elk Creek Project to ECRC’s affiliates for conversion into scandium metal, scandium-aluminum master alloy or other downstream scandium products will not constitute sales under the Offtake Agreement and will not be subject to Traxys’ exclusivity or any marketing commission. However, ECRC must cause all third-party sales of those downstream scandium products by ECRC or its affiliates during the term to be marketed and executed through Traxys as exclusive marketing intermediary, in exchange for a one-time marketing commission.

The Offtake Agreement contains certain representations and warranties, covenants and indemnities customary for agreements of this nature.

Item 1.02

Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 related to the Prior Ferroniobium Offtake Agreement is incorporated herein by reference.

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.

NIOCORP DEVELOPMENTS LTD.

DATE: October 16, 2026

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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