Reaching a Definitive Agreement Positions NioCorp to Potentially Sell All of its Planned Critical Minerals Products for the First 10 Years of Operations

Agreement Envisions a Separate Potential Strategic Investment by Traxys of up to $30 Million in NioCorp

Traxys Plays a Key Role in President Trump’s Project Vault, a Strategic U.S. Government-Industry Partnership to Facilitate Sales of Critical Minerals Between Producers and Large Manufacturers

NioCorp Developments Ltd. (NASDAQ:NB), a leading U.S. developer of critical minerals, today announced that it has entered into a non-binding agreement with Traxys North America LLC outlining a long-term marketing and offtake arrangement for NioCorp’s remaining planned critical minerals products from its Elk Creek Critical Minerals Project.

Subject to a definitive contract being executed between NioCorp and Traxys, NioCorp would be positioned to sell out of its planned critical minerals products for the first 10 years of operation, following the successful completion of project financing and commencement of commercial production. NioCorp has already placed under contract 75% of its planned ferroniobium production and 12% of its planned scandium oxide production.

Traxys could also become a shareholder of NioCorp, while also playing a key role in President Trump’s recently announced Project Vault, which aims to facilitate sales of critical minerals between large manufacturers and critical minerals producers.

“Upon execution of definitive agreements with Traxys, we believe that this initiative moves NioCorp closer to securing full project financing for the Elk Creek Project,” said Mark A. Smith, CEO and Executive Chairman of NioCorp. “Together with our existing offtake agreement with ThyssenKrupp for 50% of our planned ferroniobium production during the first 10 years of operations, a definitive deal with Traxys would lead to the sale of all our remaining planned products for the first 10 years of operations. This would address one of the key remaining due diligence items in the Export-Import Bank of the United States review of our proposed debt financing package.”

Mr. Smith said: “As Traxys is one of the world’s leading physical commodities traders and a key participant in Project Vault, this alignment has significance beyond a typical marketing deal. We could not be more proud to expand our partnership with the Traxys organization and its leadership.”

“The Elk Creek Project represents a key future source of critical minerals for U.S. and allied markets,” said Mark Kristoff, CEO of Traxys. “The United States currently has no primary domestic production of niobium or scandium. Aside from limited production of the magnetic rare earths neodymium and praseodymium, the U.S. remains 100% dependent on foreign producers of heavy magnetic rare earth elements. Bringing new domestic supplies of these critical minerals into the market is strategically and commercially vital for the United States. Expanding our marketing role with NioCorp further supports that goal. As a Project Vault participant, we are fully aligned with the national effort to strengthen U.S. critical mineral supply chains using products sourced domestically from the Elk Creek Project in Nebraska.”

The Term Sheet provides for Traxys to become the exclusive global marketing partner and sales channel for a wide range of products expected to be produced at NioCorp’s Elk Creek Project, including but not limited to: ferroniobium (FeNb), niobium pentoxide (Nb₂O₅), scandium oxide (Sc₂O₃), scandium metal, aluminum-scandium master alloys, titanium dioxide (TiO₂), titanium chloride, and potentially various rare earth elements such as dysprosium, praseodymium, neodymium-praseodymium alloy, samarium, europium, gadolinium, and terbium .

Traxys currently has commercial offtake agreements covering 25% of the Company’s planned ferroniobium production and up to 12% of its planned scandium production, both over the first 10 years of NioCorp’s operations. Under the proposed offtake agreement, this relationship would be expanded to include an additional 25% of the planned ferroniobium production on a take-or-pay basis and the remaining scandium production, as well as 100% of planned production of all other Products, on a best-efforts basis for the first ten years of operations, subject to specified obligations and other terms.

If definitive agreements are executed, this expanded arrangement, together with the Company’s existing ferroniobium offtake agreement with Thyssen Metallurgical Products GmbH, would result in all planned production from the Elk Creek Project being subject to offtake arrangements for the first ten years of operations.

The Term Sheet also contemplates a potential strategic equity investment by Traxys of up to $30 million in NioCorp, subject to due diligence, negotiation, and execution of definitive agreements, regulatory approvals, and other customary closing conditions.

Traxys is a key participant in Project Vault, an initiative aimed at strengthening U.S. critical minerals supply chains backed by EXIM. NioCorp is also working with EXIM on a potential debt financing package for its Elk Creek Project. Although the Term Sheet is separate from these initiatives, NioCorp, EXIM, and Traxys share a focus on developing domestic supply chains for critical minerals.

Key Commercial Terms

• The Term Sheet envisions that Traxys will serve as the exclusive offtake and marketing partner for all planned production from the Elk Creek Project during the first ten years of operation, except for the 50% of ferroniobium allocated pursuant to NioCorp’s existing offtake agreement with ThyssenKrupp.
• Products will be priced at current market rates or according to mutually agreed indices or pricing formulas, with standard deductions for marketing, logistics, and financing costs, as well as commissions. Ferroniobium volumes are expected to be subject to take-or-pay obligations, while other products will be marketed on a best-efforts basis.
• Subject to the execution of definitive agreements, the offtake arrangement would have an initial term of ten years, starting upon reaching nameplate production capacity, with provisions for extension. Commercial production is expected to begin within a set period after execution, contingent on receiving project financing and other customary conditions.
• The Term Sheet also envisions that Traxys will serve as the marketing intermediary for other product sales, including certain third-party commercial agreements identified by NioCorp, with the parties working in good faith to structure and carry out such transactions.

NioCorp and Traxys plan to work together in good faith to negotiate and finalize definitive agreements based on the terms outlined in the Term Sheet; however, there is no guarantee that these agreements will be signed or that the transactions will be completed.

ABOUT NIOCORP

NioCorp is developing 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.