COMMON STOCK | 8. COMMON STOCK a) Issuances 2019 Issuances On September 14, 2018, the Company completed the first tranche closing (the "2018 First Tranche Closing") of a non-brokered private placement (the "September 2018 Offering") of units (each a "Unit"). The 2018 First Tranche Closing consisted of the issuance of 2,917,587 Units, at a price of C$0.63 per Unit, for gross proceeds of C$1,838. Each Unit issued in connection with the 2018 First Tranche Closing consists of one Common Share and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.75 until September 14, 2020. On September 28, 2018, the Company completed the second and final tranche closing (the "2018 Second Tranche Closing") of the September 2018 Offering. The 2018 Second Tranche Closing consisted of the issuance of 2,057,571 Units, at a price of C$0.63 per Unit, for gross proceeds of C$1,296. Each Unit issued in connection with the 2018 Second Tranche Closing consists of one Common Share and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.75 until September 28, 2020. Net proceeds from the September 2018 Offering were used by the Company for continued development of NioCorp's Elk Creek Project and for general corporate purposes. The Company paid cash commissions of C$18 in connection with the September 2018 Offering to brokers outside of the United States. On April 29, 2019, the Company closed the first tranche (the "2019 First Tranche Closing") of a non-brokered private placement (the "April 2019 Private Placement") of Units of the Company. In connection with the 2019 First Tranche Closing, a total of 1,666,664 Units were issued at a price per Unit of C$0.60, for total gross proceeds to the Company of approximately C$1 million. On May 9, 2019, the Company closed the second and final tranche of the April 2019 Private Placement (the "2019 Second Tranche Closing") and a total of 1,290,500 Units were issued at a price per Unit of C$0.60, for total gross proceeds to the Company of approximately C$0.8 million. Each Unit issued pursuant to the April 2019 Private Placement consisted of one Common Share and one-half of one Common Share purchase Warrant. Each full Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.72 for a period of two years from their date of issuance. Proceeds from the April 2019 Private Placement will be used for working capital and general corporate purposes. 2018 Issuances On July 26, 2017, the Company closed a brokered private placement (the "July 2017 Private Placement") of units ("Units") of the Company. Under the July 2017 Private Placement, a total of 2,962,500 Units were issued at C$0.65 per Unit, for total gross proceeds to the Company of approximately C$1,926. Each Unit issued pursuant to the July 2017 Private Placement consists of one Common Share and one Warrant of the Company. Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.79 until July 26, 2021. The July 2017 Private Placement was brokered by Mackie Research Capital Corporation (the "Agent"). The Company paid the Agent an aggregate cash commission of approximately C$125, equal to 6.5% of the gross proceeds raised under the July 2017 Private Placement. The Company also issued to the Agent 192,562 broker warrants (the "Broker Warrants"), equal to 6.5% of the Units sold pursuant to the July 2017 Private Placement. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.79 until July 26, 2021. The fair value of the Broker Warrants of $41 was estimated based on the Black Scholes pricing model using a risk-free interest rate of 1.32%, an expected dividend yield of 0%, a volatility of 60.3%, and an expected life of four years. Total cash issue costs including agents' commission, legal and other fees was $189. Proceeds of the July 2017 Private Placement were used for general working capital purposes and to continue advancement of the Company's Elk Creek Project. On September 5, 2017, the Company entered into a shares-for-debt agreement with Northcott Capital Limited ("Northcott") whereby NioCorp issued 415,747 Common Shares to settle a debt of C$254 owed to Northcott for past and prospective services through December 2017. Northcott manages NioCorp's current effort to assemble a debt financing package as part of the Company's overall Elk Creek Project financing effort. The shares issued to Northcott were priced at C$0.61 per share, which represents a 10% premium over the five-day Volume Weighted Average Price of the Common Shares of C$0.5571 as of the date of the agreement. 2017 Issuances On February 14, 2017, the Company completed the first tranche closing (the "2017 First Tranche Closing") of a non-brokered private placement of units (each a "Unit") (the "February 2017 Offering"). The 2017 First Tranche Closing consisted of the issuance of 3,860,800 Units at a price of C$0.70 per Unit, for gross proceeds of C$2.7 million. Each Unit consists of one Common Share and one transferable Common Share purchase warrant (each whole such warrant a "Warrant"), with each Warrant entitling the holder thereof to acquire one additional Common Share at a price of C$0.85 for a period of 36 months from their date of issuance. On February 28, 2017, the Company completed the second and final tranche closing (the "2017 Final Closing") of the February 2017 Offering. The 2017 Final Closing consisted of the issuance of 3,503,989 units including 2,964,682 units dated February 21, 2017, and 539,307 units dated February 28, 2017 (collectively, the "2017 Final Closing Units"), at a price of C$0.70 per Unit, for gross aggregate proceeds of C$2.5 million. Each 2017 Final Closing Unit consists of one Common Share and one transferable Common Share purchase warrant (a "Warrant"), with each Warrant entitling the holder thereof to acquire one additional Common Share at a price of C$0.85 for a period of three years from Unit issuance. The Company paid cash commissions of C$88 and issued 78,342 broker warrants (having the same terms as the Warrants) in connection with the 2017 Final Closing to brokers outside of the United States. The broker warrants were valued at C$26 using a risk-free rate of 0.75%, expected volatility of 81.27% and expected life of three years. b) Stock Options On November 9, 2017, the Company's shareholders voted to approve a new Long-Term Incentive Plan (the "Long-Term Incentive Plan") and the granting of incentive securities thereunder until November 9, 2020. Under the Long-Term Incentive Plan, the Company's Board of Directors (the "Board") may, in its discretion from time to time, grant stock options ("Options") and share units (in the form of RSUs and PSUs) to directors, employees and certain other service providers (as defined in the Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as described in the Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the Long-Term Incentive Plan, together with all other security-based compensation arrangements of the Company, including with respect to Options outstanding under the Company's 2016 Incentive Stock Option Plan, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of the issued and outstanding Common Shares from time to time. The Long-Term Incentive Plan limits the maximum number of Common Shares issued to insiders (as defined under TSX rules for this purpose) within any one-year period, or issuable to insiders at any time, in the aggregate, under all security-based compensation arrangements (including the Long-Term Incentive Plan) to 10% of the then issued and outstanding Common Shares. The Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance to any one participant under the Long-Term Incentive Plan, together with all other security-based compensation arrangements of the Company, to 5% of the then issued and outstanding Common Shares (on a non-diluted basis). Under the Long-Term Incentive Plan, Options and share units granted to non-employee directors, together with all other equity awards, are limited to an annual equity award value of C$150 per non-employee director. The total value of Options issuable to a non-employee director in a one-year period is limited to C$100. Further, and subject to the adjustment provisions of the Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of incentive stock options will not exceed 20,451,895 Common Shares. The Board has the exclusive power over the granting, amendment, administration or settlement of any award. Stock option transactions are summarized as follows: Number of Options Weighted Average Exercise Price Balance July 1, 2016 11,465,000 C$ 0.69 Granted 6,360,000 C$ 0.78 Exercised (150,000 ) C$ 0.62 Cancelled/expired (1,070,000 ) C$ 0.66 Balance June 30, 2017 16,605,000 C$ 0.73 Granted 3,925,000 C$ 0.47 Exercised (10,091 ) C$ 0.62 Cancelled/expired (4,932,500 ) C$ 0.77 Balance June 30, 2018 15,587,409 C$ 0.65 Granted 4,445,000 C$ 0.54 Exercised (16,203 ) C$ 0.47 Cancelled/expired (566,297 ) C$ 0.79 Balance June 30, 2019 19,449,909 C$ 0.62 The following table summarizes the information and assumptions used to determine option costs: Year ended June 30, 2019 2018 2017 Fair value per option granted during the period (C$) $ 0.21 $ 0.16 $ 0.42 Risk-free interest rate 2.02 % 1.59 % 0.75 % Expected dividend yield 0 % 0 % 0 % Expected stock price volatility (historical basis) 57.0 % 47.9 % 92.9 % Expected option life in years 3.0 3.0 2.15 The following table summarizes information about stock options outstanding at June 30, 2019: Exercise price Expiry date Number outstanding Aggregate Intrinsic Value Number exercisable Aggregate Intrinsic Value C$ 0.47 November 9, 2022 3,800,000 C$ 304 3,800,000 C$ 304 C$ 0.54 November 15, 2023 4,445,000 44 2,222,500 22 C$ 0.62 January 19, 2021 5,264,909 - 5,264,909 - C$ 0.76 March 6, 2022 5,400,000 - 5,400,000 - C$ 0.94 July 21, 2021 540,000 - 540,000 - Balance June 30, 2019 19,449,909 C$ 348 17,227,409 C$ 326 The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company's closing stock price of C$0.55 as of June 30, 2019, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of June 30, 2019, was 6,022,500. The total intrinsic value of options exercised during the year ended June 30, 2019 was C$8. As of June 30, 2019, there was $157 of unrecognized compensation cost related to unvested share-based compensation arrangements granted. The cost is expected to be recognized over a weighted average period of approximately 0.8 years. c) Warrants Warrant transactions are summarized as follows: Warrants Weighted average exercise price Balance July 1, 2016 22,733,685 C$ 0.74 Granted: Lind First Tranche Warrants 890,670 C$ 0.90 February 2017 Private Placements 7,364,789 C$ 0.85 Broker Warrants: February 2017 Private Placement 78,342 C$ 0.85 Exercised (3,447,137 ) C$ 0.65 Expired (7,011,263 ) C$ 0.79 Balance June 30, 2017 20,609,086 C$ 0.79 Granted: Lind Warrants 4,884,462 C$ 0.69 July 2017 Private Placements 2,962,500 C$ 0.79 Broker Warrants: July 2017 Private Placement 192,562 C$ 0.79 Balance June 30, 2018 28,648,610 C$ 0.77 Granted: Lind Warrants 1,035,319 C$ 0.77 September 2018 Private Placement 2,487,577 C$ 0.75 April 2019 Private Placement 1,478,580 C$ 0.72 Exercised (115,000 ) C$ 0.75 Expired (12,160,285 ) C$ 0.74 Balance June 30, 2019 21,374,801 C$ 0.78 At June 30, 2019, the Company has outstanding exercisable warrants, as follows: Number Exercise Price Expiry Date 355,132 C$ 0.54 December 6, 2020 308,901 C$ 0.62 October 31, 2020 283,413 C$ 0.66 September 28, 2020 541,435 C$ 0.69 February 7, 2021 529,344 C$ 0.70 February 5, 2021 833,330 C$ 0.72 April 29, 2020 645,250 C$ 0.72 May 9, 2020 1,546,882 C$ 0.72 January 30, 2021 1,058,872 C$ 0.72 April 5, 2021 260,483 C$ 0.73 August 15, 2020 1,458,792 C$ 0.75 September 14, 2020 1,028,785 C$ 0.75 September 28, 2020 1,035,319 C$ 0.77 July 9, 2021 3,155,062 C$ 0.79 July 26, 2021 3,860,800 C$ 0.85 February 14, 2020 3,043,024 C$ 0.85 February 21, 2020 539,307 C$ 0.85 February 28, 2020 890,670 C$ 0.90 March 31, 2020 21,374,801 |