NioCorp Developments Ltd. entered into a new 15-year offtake agreement with Traxys North America LLC on October 13, 2026, securing a major buyer for ferroniobium and other critical minerals from its Elk Creek project in Nebraska. The deal replaces prior agreements and grants Traxys exclusive marketing rights for a broad range of products, including scandium and rare earths, while NioCorp retains specific exceptions for downstream scandium processing.
Under the terms of the agreement, Traxys will purchase 50% of the Elk Creek Project's annual ferroniobium production on a take-or-pay basis, or 3,700 metric tonnes per year at Traxys' election. The company will also hold a right of first refusal on additional ferroniobium output. Ferroniobium pricing will be based on a published monthly market price, less a discount that increases at five-year intervals over the agreement's term.
Traxys holds the exclusive right, but not the obligation, to market and sell 100% of other Elk Creek products. These include scandium oxide, scandium metal, scandium-aluminum master alloy, titanium tetrachloride, and various rare earth oxides and carbonates. Pricing for these items will reference published market prices or Traxys' invoiced gross price to third parties, less marketing commissions and specific logistics and financing costs.
The agreement includes significant termination clauses tied to project financing and production milestones. Either party may terminate the deal if the Export-Import Bank of the United States has not provided final approval of senior debt financing, or if financial close has not occurred, by December 31, 2027. A six-month extension applies if approval is obtained but financial close is pending. Additionally, Traxys may terminate if the Commercial Production Date does not occur within 60 months of execution, unless NioCorp provides notice that production will begin within 90 days and it actually does so.
The Commercial Production Date is defined as the first day of the month when output over the prior three calendar months equals or exceeds 80% of planned annual production. Following this date, the agreement runs for 15 years with two automatic one-year renewals unless either party provides notice of non-renewal.
NioCorp retains an exception for transferring scandium oxide to its affiliates for conversion into downstream products like scandium metal or master alloy. These internal transfers do not count as sales under the agreement and are exempt from Traxys' exclusivity. However, any third-party sales of these downstream products by NioCorp or its affiliates must be marketed through Traxys as the exclusive intermediary in exchange for a one-time commission.
The European Union is excluded from Traxys' exclusive worldwide sales rights for ferroniobium while NioCorp's existing agreement with Thyssen Krupp Metallurgical Products GmbH remains in effect. The new agreement supersedes previous ferroniobium and scandium offtake agreements between the companies, including the original ferroniobium deal from June 13, 2016.