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

Rhea-AI Summary

NioCorp (Nasdaq: NB) priced a registered direct offering of up to 16,077,175 common shares (or pre-funded warrants) at an at-the-market price of $9.34 per share, for gross proceeds expected to be approximately $150.2 million before placement agent fees and offering expenses.

The offering is led by Maxim Group as sole placement agent, is being made under an effective Form S-3ASR (filed Oct 10, 2025), and is expected to close on or about October 15, 2025, subject to customary closing conditions. Net proceeds are intended for working capital and to advance launch of construction and move the Elk Creek Project toward commercial operation.

Positive

• Gross proceeds expected of $150.2 million
• Up to 16,077,175 shares offered at $9.34 per share
• Proceeds designated to advance Elk Creek Project construction
• Offering made under effective Form S-3ASR filed Oct 10, 2025

Negative

• Potential dilution from issuance of up to 16,077,175 shares
• Net proceeds reduced by placement agent fees and offering expenses
• Closing not guaranteed; subject to customary conditions, expected Oct 15, 2025

Insights

Capital Markets Strategist

Follow-on at‑the‑market raising $150.2 million to fund Elk Creek construction; closes around October 15, 2025.

NioCorp priced a registered direct offering of up to 16,077,175 common shares (or pre-funded warrants) at $9.34 per share, for gross proceeds of approximately $150.2 million. The company states net proceeds will fund working capital and advance efforts to launch construction of the Elk Creek Project. The structure — an at‑the‑market registered direct with a single placement agent — enables relatively fast execution and immediate balance sheet reinforcement.

The main dependencies are explicit: receipt of customary closing conditions and the filing/availability of the prospectus supplement under the effective Form S-3ASR. Execution risk centers on market absorption of up to 16.1 million shares and the timing of cash deployment into construction activities. This financing reduces near‑term funding uncertainty but dilutes existing equity; the practical effect on shareholder value depends on how efficiently proceeds convert into project milestones.

Watch for the closing on or about October 15, 2025, the filed prospectus supplement, and subsequent disclosures showing uses of proceeds tied to construction starts or material contracts for Elk Creek within the next 3–12 months.

CENTENNIAL, CO / ACCESS Newswire / October 13, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (Nasdaq:NB) today announced the pricing of a 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 is expected to consist of up to 16,077,175 common shares (or pre-funded warrants in lieu thereof) at an offering price of $9.34 per common share, for gross proceeds that are expected to be approximately $150.2 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 its efforts to launch construction of the Elk Creek Project and move it to commercial operation. The Offering is expected to close on or about October 15, 2025, 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) 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 prospectus supplement relating to the securities to be issued in the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the Offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or by telephone at (212) 895-3745. The prospectus supplement to be filed with the SEC will also be available on the Company's profile on the SEDAR+ website at www.sedarplus.ca 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.

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
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 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 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 are the terms of the NioCorp (NB) registered direct offering priced Oct 13, 2025?

Up to 16,077,175 common shares (or pre-funded warrants) at $9.34 per share for gross proceeds of about $150.2 million.

When is the NioCorp (NB) offering expected to close and who is the placement agent?

The offering is expected to close on or about October 15, 2025, and Maxim Group is the sole placement agent.

How does the NioCorp (NB) offering affect shareholders?

The issuance could cause dilution to existing shareholders since up to 16,077,175 new shares may be sold.

What will NioCorp (NB) use the net proceeds from the offering for?

Net proceeds are intended for working capital and general corporate purposes, including advancing construction of the Elk Creek Project toward commercial operation.

Where can investors find the prospectus supplement for the NioCorp (NB) offering?

The prospectus supplement will be filed with the SEC and available at www.sec.gov and the company's SEDAR+ profile when posted.

Can Canadian purchasers participate in the NioCorp (NB) offering?

No; the press release states no securities will be offered or sold to Canadian purchasers under this offering.