On July 18, 2025, the Company issued and sold 13,850,000 Common Shares, at an offering price of $3.25 per Common Share, in a registered offering (the “July 2025 Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim Group LLC (“Maxim”), dated July 17, 2025. The Company received net proceeds from the July 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $41,186.

On September 19, 2025, the Company issued and sold 10,000,000 Common Shares, at an offering price of $5.00 per Common Share, in a registered direct offering (the “September 2025 Registered Direct Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 17, 2025. The Company received net proceeds from the September 2025 Registered Direct Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $45,925.

On September 29, 2025, the Company issued and sold (a) 7,004,740 Common Shares at a public offering price of $6.15 per Common Share and (b) 2,755,260 pre-funded Warrants to purchase an aggregate of 2,755,260 Common Shares (the “September Pre-Funded Warrants”) at a public offering price of $6.1499 per September Pre-Funded Warrant in a confidentially marketed public offering (the “September 2025 Public Offering”) under the Company’s registration statement on Form S-3 (Registration No. 333-280176), pursuant to the Placement Agency Agreement between the Company and Maxim, dated September 26, 2025. On September 30, 2025, the Company issued 2,755,218 Common Shares in connection with the cashless exercise of all of the outstanding September Pre-Funded Warrants. The Company received net proceeds from the September 2025 Public Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $55,320.

On October 15, 2025, the Company issued and sold (a) 10,152,175 Common Shares at an offering price of $9.34 per Common Share and (b) 5,925,000 pre-funded Warrants (the “October Pre-Funded Warrants”) to purchase up to an additional 5,925,000 Common Shares at an offering price of $9.3399 per October Pre-Funded Warrant in a registered offering (the “October 2025 Offering”) under the Company's registration statement on Form S-3 (Registration No. 333-290837), pursuant to the Placement Agency Agreement between the Company and Maxim, dated October 13, 2025. On

October 17, 2025, the Company issued 5,924,942 Common Shares in connection with the cashless exercise of all of the outstanding October Pre-Funded Warrants. The Company received net proceeds from the October 2025 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $139,147.

On February 25, 2026, the Company issued and sold (a) 17,400,000 Common Shares at an offering price of $5.00 per Common Share and (b) 2,600,000 pre-funded Warrants (the “February Pre-Funded Warrants”) to purchase up to an additional 2,600,000 Common Shares at an offering price of $4.9999 per February Pre-Funded Warrant in a registered offering (the “February 2026 Offering”) under the Company's registration statement on Form S-3 (Registration No. 333-290837), pursuant to the Placement Agency Agreement between the Company and Maxim, dated February 24, 2026. On February 25, 2026 and March 4, 2026, the Company issued a total of 2,599,951 Common Shares in connection with the cashless exercise of all of the outstanding February Pre-Funded Warrants. The Company received net proceeds from the February 2026 Offering, after deducting placement agent fees and other offering expenses payable by the Company, of approximately $93,406.

During the nine-month period ended March 31, 2026, the Company granted 2,282,500 Options with a weighted average exercise price of $4.68 and an average grant-date fair value of $2.84 per Option, as determined using the Black-Scholes option pricing model. The assumptions used in the Black-Scholes models included an average risk-free interest rate of 3.84%, average expected share price volatility of 76.8%, and an average expected life of 4.56 years. Of the Options granted, 250,000 vested immediately upon issuance. The remaining Options are subject to service-based vesting, including (i) Options that vest partially upon issuance with the remainder vesting in substantially equal installments over one- and two-year periods, (ii) Options that vest in installments over 12, 18, and 24 months, and (iii) Options that vest in installments over one-, two-, and three-year periods.

For the nine-month period ended March 31, 2026, the Company recognized $3,911 of stock-based compensation expense in the condensed consolidated statement of operations related to these Option grants and associated amortization.

2023 Private Warrants

On March 17, 2023 (the “Closing Date”), the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd. In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”). The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “2023 Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “2023 Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

Each 2023 Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). No fractional shares will be issued upon exercise of any 2023 Private Warrants, and fractional shares that would otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share. In no event will the Company be required to net cash settle any 2023 Private Warrant.

The 2023 Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the 2023 Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant Agreement, any 2023 Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as 2023 Public Warrants.

The Company classifies the 2023 Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the 2023 Private Warrants using a Black-Scholes pricing model:

As provided for in the NioCorp Assumed Warrant Agreement, during the nine-month period ended March 31, 2026, a total of 2,281,881 2023 Private Warrants were exchanged for 2023 Public Warrants. Upon exchange, the Company recorded a non-cash loss of $1,217 in change in fair value of warrant liabilities in the condensed consolidated statement of operations, representing the change in fair value of the 2023 Private Warrants through the respective exercise dates.

April 2024 Warrants

As previously disclosed, on April 12, 2024, the Company issued and sold to YA II PN, LTD., an investment fund managed by Yorkville Advisors Global, LP ("Yorkville") and Lind Global Fund II LP (“Lind II”, and together with Yorkville, the “April 2024 Purchasers”) $8,000 aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024, between the Company and each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385 Common Shares, which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization. The Company accounted for the April 2024 Warrants in accordance with ASC Topic 815, Derivatives and Hedging, and determined that at issuance, the April 2024 Warrants should be classified as a warrant liability. During the three-month period ended September 30, 2025, all of the outstanding April 2024 Warrants were exercised.

The Company recorded a non-cash loss of $1,318 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the three-month period ended September 30, 2025, representing the change in fair value of the April 2024 Warrants through the respective exercise dates.

November 2024 Warrants

As previously disclosed, on November 13, 2024, the Company closed a non-brokered private placement of 2,199,602 units of the Company (the “November 2024 Units”). Each November 2024 Unit consisted of one Common Share, one Warrant (a “Series A Private Warrant”) to purchase one Common Share, and one-half of one Warrant (each whole such Warrant, a “Series B Private Warrant” and, together with the Series A Private Warrants, the “November 2024 Private Warrants”), with each Series B Private Warrant entitling the holder thereof to purchase one additional Common Share. The Series A Private Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise price of $2.07 per underlying Common Share and will expire on November 13, 2029. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November 2024 Private Warrants met the definition of a derivative liability.

The Company recorded a non-cash loss of $1,702 in change in fair value of warrant liabilities in the condensed consolidated statement of operations during the nine-month period ended March 31, 2026, representing the change in fair value of the November 2024 Series A Private Warrants and Series B Private Warrants through the respective exercise dates.

On November 21, 2025, the Company adopted a limited-duration shareholder rights plan (the "Rights Plan") pursuant to a Shareholder Rights Plan Agreement dated November 21, 2025 (the "Original Rights Plan Agreement"), between the Company and Computershare Investor Services Inc., as rights agent (the "Rights Agent"). One right (a "Right") was issued for each Common Share outstanding as of December 4, 2025, and a Right automatically attaches to each Common Share subsequently issued until the expiration of the Rights Plan. The Rights generally become exercisable only if a person or group acquires, or announces the current intention of commencing a take-over bid to acquire, beneficial ownership of 20% or more of the Company's outstanding Common Shares, other than through a permitted bid made in compliance with applicable Canadian take-over bid rules. If the Rights become exercisable, each holder of a Right, other than the acquiring person, would be entitled to purchase additional Common Shares at a discount to the then-current market price. The Rights Plan was not adopted in response to any specific take-over proposal.

Subsequent to the period end, on April 6, 2026, following approval by the Company's shareholders at the Company's annual general meeting, the Company and the Rights Agent entered into an Amended and Restated Shareholder Rights Plan Agreement (the "Amended Rights Plan Agreement"), which amended and restated the Original Rights Plan Agreement in its entirety. Under the Original Rights Plan Agreement, the Rights Plan would have expired on May 21, 2026. Under the Amended Rights Plan Agreement, the Rights Plan now expires at 5:00 p.m. (Toronto time) on the date of the Company's annual general meeting of shareholders to be held in 2027, or earlier upon the redemption of the Rights or, provided that a triggering event has not occurred, at such earlier date or time as the Board of Directors may determine in its sole discretion.

Neither the adoption of the Original Rights Plan Agreement nor the subsequent entry into the Amended Rights Plan Agreement had an impact on the Company's consolidated financial statements for the period ended March 31, 2026.

The Yorkville Equity Facility Financing Agreement expired on April 1, 2026.