COMMON STOCK | 9. COMMON STOCK a) Issuances Fiscal Year 2021 Issuances On May 10, 2021, the Company closed a non-brokered private placement (the “April 2021 Private Placement”) of units of the Company (“Units”). A total of 4,334,157 Units were issued at a price per Unit of C$1.43, for total gross proceeds to the Company of C$6,198. Each Unit issued pursuant to the April 2021 Private Placement consisted of one Common Share and one warrant (“April 2021 Warrant”). Each April 2021 Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$1.63 for a period of two years from the date of issuance. Proceeds of the April 2021 Private Placement will be used for continued advancement of the Elk Creek Project, including ongoing detailed engineering efforts, conducting technical assessments of potentially adding rare earth products to the planned product offering, and for working capital and general corporate purposes. The Company paid cash commissions of C$111 and issued 77,961 broker warrants (having the same terms as the April 2021 Warrants) in connection with the April 2021 Private Placement to brokers outside of the United States. The broker warrants were valued at C$24 using a risk-free rate of 0.28%, expected volatility of 55% and expected life of two years. Fiscal Year 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. 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$1,000. 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$800. 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. b) Stock Options On November 9, 2017, the Company’s shareholders voted to approve the NioCorp Developments Ltd. Long-Term Incentive Plan (the “Original 2017 Long-Term Incentive Plan”). On November 5, 2020, the Company’s shareholders voted to approve an amendment and restatement of the Original 2017 Long-Term Incentive Plan (the “2017 Amended Long-Term Incentive Plan”) and the granting of incentive securities thereunder until November 5, 2023. The 2017 Amended Long-Term Incentive Plan is substantially similar to the Original 2017 Long-Term Incentive Plan, other than with respect to the following amendments: ● the 2017 Amended Long-Term Incentive Plan removed the restrictions that (i) the number of stock options (“Options”) and share units which may be granted to non-employee directors under the 2017 Amended Long-Term Incentive Plan, in combination with all other equity awards granted to non-employee directors, may not exceed an annual equity award value (based on the grant date fair value as determined by the Company’s Board of Directors (the “Board”)) of C$150 per non-employee director, and (ii) that the total value of Options issuable to any one non-employee director in any one year may not exceed C$100. The 2017 Amended Long-Term Incentive Plan also removed the corresponding amendment provision with respect to amending non-employee director limits; ● the 2017 Amended Long-Term Incentive Plan amended the limit on the number of Common Shares that may be issued or transferred by the Company upon the exercise of Options granted under the 2017 Amended Long-Term Incentive Plan that are intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue Code (“Incentive Stock Options”) from 20,451,895 Common Shares to 23,811,009 Common Shares, and such amended limit will increase by 3,000,000 Common Shares on each of the first and second anniversaries of the amended effective date of the 2017 Amended Long-Term Incentive Plan, being November 5, 2021 and November 5, 2022, subject to the plan’s aggregate Common Share limitation; and ● the 2017 Amended Long-Term Incentive Plan includes certain amendments of a housekeeping nature. Under the 2017 Amended Long-Term Incentive Plan, the Board may, in its discretion from time to time, grant Options and share units (in the form of restricted share units and performance share units) to directors, employees and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as described in the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation arrangements of the Company, including with respect to stock 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 will not exceed 5% of the issued and outstanding Common Shares from time to time. The 2017 Amended 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 2017 Amended Long-Term Incentive Plan) to 10% of the then issued and outstanding Common Shares. The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance to any one participant under the 2017 Amended 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). Subject to the adjustment provisions of the 2017 Amended 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 be limited as described above. The Board has power over the granting, amendment, administration or settlement of any award. Stock option transactions are summarized as follows: Number of Weighted Average Balance July 1, 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 Exercised (320,500 ) C$0.62 Balance June 30, 2020 19,129,409 C$0.62 Granted 3,700,000 C$0.78 Exercised (2,952,296 ) C$0.61 Cancelled/expired (3,912,113 ) C$0.64 Balance June 20, 2021 15,965,000 C$0.65 The following table summarizes the information and assumptions used to determine option costs: Year ended June 30, 2021 2020 2019 Fair value per option granted during the period (C$) $ 0.25 - $ 0.21 Risk-free interest rate 0.26% - 2.02% Expected dividend yield 0% - 0% Expected stock price volatility (historical basis) 54.1% - 57.0% Expected option life in years 3.0 - 3.0 The following table summarizes information about stock options outstanding at June 30, 2021: Exercise Expiry Date Number Aggregate Number Aggregate C$0.94 July 21, 2021 540,000 C$410 540,000 C$410 C$0.76 March 6, 2022 4,700,000 4,418 4,700,000 4,418 C$0.47 November 9, 2022 3,205,000 3,942 3,205,000 3,942 C$0.84 September 18, 2023 1,050,000 903 1,050,000 903 C$0.54 November 15, 2023 4,120,000 4,779 4,120,000 4,779 C$0.75 December 14, 2023 1,825,000 1,734 1,825,000 1,734 C$0.75 December 16, 2023 525,000 499 525,000 499 Balance June 30, 2021 15,965,000 C$16,685 15,965,000 C$16,685 The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of C$1.70 as of June 30, 2021, 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, 2021, was 15,965,000. The total intrinsic value of options exercised during the year ended June 30, 2021, was C$1,333. As of June 30, 2021, there was no unrecognized compensation cost related to unvested share-based compensation arrangements granted. c) Warrants Warrant transactions are summarized as follows: Warrants Weighted Average Balance July1, 2018 28,648,610 C$0.77 Granted: Lind IV 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 Exercised (664,549) C$0.69 Expired (8,333,801) C$0.86 Balance June 30, 2020 12,376,451 C$0.74 Granted: Nordmin warrants 500,000 C$0.80 Lind III Warrants 8,558,000 C$0.97 April 2021 private placement 4,412,118 C$1.63 Exercised (9,106,283) C$0.75 Expired (2,398,418) C$0.73 Balance June 30, 2021 14,341,868 C$1.16 At June 30, 2021, the Company has outstanding exercisable warrants, as follows: Number Exercise Expiry Date 500,000 C$0.77 July 9, 2021 371,750 C$0.79 July 26, 2021 500,000 C$0.80 December 18, 2022 4,412,218 C$1.63 May 10, 2023 8,558,000 C$0.97 February 19, 2025 14,341,868 |