RESTATEMENTS | 3. RESTATEMENTS On February 16, 2021, the Company entered into a Convertible Security Funding Agreement (as amended by Amendment #1 to the Convertible Security Funding Agreement dated December 2, 2021, the “CSFA”) with Lind Global Asset Management III, LLC (“Lind”), pursuant to which the Company issued a convertible security to Lind (the “Lind III Convertible Security”). Pursuant to the CSFA, Lind had certain consent and participation rights applicable in connection with the GXII Transaction and the Yorkville Financings. As more fully discussed in Note 8, on September 25, 2022, the Company and Lind, entered into an agreement (the “Lind Consent”), which modified certain aspects of the CSFA. The Company originally accounted for the Lind Consent under Accounting Standards Codification (“ASC”) Topic 450, Contingencies. In connection with the preparation of the Company’s financial statements for the period ended March 31, 2023, the Audit Committee, in consultation with the Company’s management, determined that the Lind Consent should have been evaluated using ASC Topic 470 – Debt (“ASC 470”), which requires an evaluation of the contract amendment under applicable ASC debt modification guidance. This error impacted the Company’s condensed consolidated balance sheets as of September 30, 2022 and December 31, 2022 and condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of shareholders’ equity for the periods ended September 30, 2022 and December 31, 2022, as well as certain notes thereto. The identification of the need for the restatement arose during the Company’s quarterly close for the quarter ended March 31, 2023. The Company performed a comparison of the discounted cash flows of the Lind III Convertible Security pursuant to the original CSFA and pursuant to the CSFA as amended by the Lind Consent and determined that a debt extinguishment loss of $ 201 200 Schedule Of Extinguishment Of Debt Amount Minimum Consent Payment at inception $ 200 Debt extinguishment fair value adjustment 201 Initial fair value of Contingent Consent Warrants 1,221 Total loss on debt extinguishment $ 1,622 These interim financial statements as of and for the three and nine months ended March 31, 2023 include the impacts of this restatement. The following tables disclose the impacts of the restatement on the previously filed Quarterly Reports on Form 10-Q for the reporting periods ended September 30, 2022 and December 31, 2022. Restatement Impacts to the Condensed Consolidated Balance Sheet (unaudited) As of September 30, 2022 As Previously Reported Restatement Impacts Restated Deferred transaction costs $ 2,809 $ (200 ) $ 2,609 Total assets 23,246 (200 ) 23,046 Convertible debt 755 159 914 Total current liabilities 6,511 159 6,670 Warrant liability - 964 964 Total liabilities 6,511 1,123 7,634 Accumulated deficit (112,951 ) (1,323 ) (114,274 ) Total shareholders’ equity 16,735 (1,323 ) 15,412 Total liabilities and equity 23,246 (200 ) 23,046 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Three Months Ended September 30, 2022 As Previously Reported Restatement Impacts Restated Interest expense $ 300 $ (42 ) $ 258 Loss on debt extinguishment - 1,622 1,622 Change in fair value of warrant liability - (257 ) (257 ) Loss before income taxes 2,554 1,323 3,877 Net loss 2,554 1,323 3,877 Total comprehensive loss 2,559 1,323 3,882 Loss per share $ 0.09 $ 0.05 $ 0.14 Weighted average shares outstanding, on post-reverse stock split basis 27,792,632 - 27,792,632 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) For the Three Months Ended September 30, 2022 As Previously Reported Restatement Impacts Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (2,554 ) $ (1,323 ) $ (3,877 ) Accretion of convertible debt 236 (42 ) 194 Loss on debt extinguishment - 1,622 1,622 Change in fair value of warrant liability - (257 ) (257 ) Restatement Impacts to the Condensed Consolidated Statement of Shareholders’ Equity (unaudited) As of September 30, 2022 Common Accumulated Accumulated Total As Previously Reported Balance, June 30, 2022 $ 129,055 $ (110,397 ) $ (993 ) $ 17,665 Debt conversions 1,650 - - 1,650 Share issuance costs (21 ) - - (21 ) Reporting currency translation - - (5 ) (5 ) Loss for the period As restated (a) - (2,554 ) - (2,554 ) Balance, September 30, 2022 As restated (a) $ 130,684 $ (112,951 ) $ (998 ) $ 16,735 Restatement Impacts Balance, June 30, 2022 $ - $ - $ - $ - Loss for the period As restated (a) - (1,323 ) - (1,323 ) Balance, September 30, 2022 As restated (a) $ - $ (1,323 ) $ - $ (1,323 ) As Adjusted Balance, June 30, 2022 $ 129,055 $ (110,397 ) $ (993 ) $ 17,665 Debt conversions 1,650 - - 1,650 Share issuance costs (21 ) - - (21 ) Reporting currency translation - - (5 ) (5 ) Loss for the period As restated (a) - (3,877 ) - (3,877 ) Balance, September 30, 2022 As restated (a) $ 130,684 $ (114,274 ) $ (998 ) $ 15,412 Restatement Impacts to the Condensed Consolidated Balance Sheet (unaudited) As of December 31, 2022 As Previously Reported Restatement Impacts Restated Deferred transaction costs $ 4,338 $ (200 ) $ 4,138 Total assets 21,901 (200 ) 21,701 Convertible debt 502 39 541 Total current liabilities 7,088 39 7,127 Warrant liability - 1,305 1,305 Total liabilities 7,088 1,344 8,432 Accumulated deficit (115,159 ) (1,544 ) (116,703 ) Total shareholders’ equity 14,813 (1,544 ) 13,269 Total liabilities and equity 21,901 (200 ) 21,701 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Three Months Ended December 31, 2022 As Previously Reported Restatement Impacts Restated Interest expense (income) $ 82 $ (120 ) $ (38 ) Change in fair value of warrant liability - 341 341 Loss before income taxes 2,208 221 2,429 Net loss 2,208 221 2,429 Total comprehensive loss 2,233 221 2,454 Loss per share $ 0.08 $ 0.01 $ 0.09 Weighted average shares outstanding, on post-reverse stock split basis 28,056,263 - 28,056,263 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Six Months Ended December 31, 2022 As Previously Reported Restatement Impacts Restated Interest expense $ 382 $ (162 ) $ 220 Loss on debt extinguishment - 1,622 1,622 Change in fair value of warrant liability - 84 84 Loss before income taxes 4,762 1,544 6,306 Net loss 4,762 1,544 6,306 Total comprehensive loss 4,792 1,544 6,336 Loss per share $ 0.17 $ 0.06 $ 0.23 Weighted average shares outstanding, on post-reverse stock split basis 27,924,227 - 27,924,227 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) For the Six Months Ended December 31, 2022 As Previously Reported Restatement Impacts Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (4,762 ) $ (1,544 ) $ (6,306 ) Accretion of convertible debt 283 (162 ) 121 Loss on debt extinguishment - 1,622 1,622 Change in financial instrument fair value - 84 84 Restatement Impacts to the Condensed Consolidated Statement of Shareholders’ Equity (unaudited) For the Three Months Ended December 31, 2022 Common Accumulated Accumulated Total As Previously Reported Balance, September 30, 2022 $ 130,684 $ (112,951 ) $ (998 ) $ 16,735 Exercise of options 11 - 11 Debt conversions 300 - - 300 Reporting currency translation - - (25 ) (25 ) Loss for the period As restated (a) - (2,208 ) - (2,208 ) Balance, December 31, 2022 As restated (a) $ 130,995 $ (115,159 ) $ (1,023 ) $ 14,813 Restatement Impacts Balance, September 30, 2022 $ - $ (1,323 ) $ - $ (1,323 ) Loss for the period As restated (a) - (221 ) - (221 ) Balance, December 31, 2022 As restated (a) $ - $ (1,544 ) $ - $ (1,544 ) As Adjusted Balance, September 30, 2022 $ 130,684 $ (114,274 ) $ (998 ) $ 15,412 Exercise of options 11 - 11 Debt conversions 300 - - 300 Reporting currency translation - - (25 ) (25 ) Loss for the period As restated (a) - (2,429 ) - (2,429 ) Balance, December 31, 2022 As restated (a) $ 130,995 $ (116,703 ) $ (1,023 ) $ 13,269 Restatement Impacts to the Condensed Consolidated Statement of Shareholders’ Equity (unaudited) For the Six Months Ended December 31, 2022 Common Shares Accumulated Accumulated Other Comprehensive Loss Total As Previously Reported Balance, June 30, 2022 $ 129,055 $ (110,397 ) $ (993 ) $ 17,665 Exercise of warrants 11 - - 11 Debt conversions 1,950 - - 1,950 Share issuance costs (21 ) - - (21 ) Reporting currency translation - - (30 ) (30 ) Loss for the period As restated (a) - (4,762 ) - (4,762 ) Balance, December 31, 2022 As restated (a) $ 130,995 $ (115,159 ) $ (1,023 ) $ 14,813 Restatement Impacts Balance, June 30, 2022 $ - $ - $ - $ - Loss for the period As restated (a) - (1,544 ) - (1,544 ) Balance, December 31, 2022 As restated (a) $ - $ (1,544 ) $ - $ (1,544 ) As Adjusted Balance, June 30, 2022 $ 129,055 $ (110,397 ) $ (993 ) $ 17,665 Exercise of warrants 11 - - 11 Debt conversions 1,950 - - 1,950 Share issuance costs (21 ) - - (21 ) Reporting currency translation - - (30 ) (30 ) Loss for the period As restated (a) - (6,306 ) - (6,306 ) Balance, December 31, 2022 As restated (a) $ 130,995 $ (116,703 ) $ (1,023 ) $ 13,269 As previously reported, the Company restated its consolidated balance sheets as of June 30, 2022 and 2021, and consolidated statements of operations and comprehensive income, equity and cash flows for the years ended June 30, 2022 and 2021. In addition, the restatement impacted the first, second and third quarters of our fiscal year ended June 30, 2022. The summarized restatement impacts for the comparable interim period in fiscal year 2022 are presented below. The restatement corrects errors related to the accounting for the unamortized deferred financing costs and debt discounts upon extinguishments of debt related to debt conversions. Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Three Months Ended March 31, 2022 As Previously Reported Restatement Impacts Restated Foreign exchange gain $ (48 ) $ (18 ) $ (66 ) Interest expense 477 202 679 Loss before income taxes 1,816 184 2,000 Net loss 1,816 184 2,000 Reporting currency translation 18 20 38 Total comprehensive loss 1,834 204 2,038 Loss per share $ 0.07 $ 0.01 $ 0.08 Weighted average shares outstanding, on post-reverse stock split basis 26,576,440 - 26,576,440 Restatement Impacts to the Condensed Consolidated Statement of Shareholders’ Equity (unaudited) For the Three Months Ended March 31, 2022 As Previously Reported Restatement Impacts Restated December 31, 2021 opening balance adjustments: Deficit $ (104,494 ) $ (1,096 ) $ (105,590 ) Accumulated other comprehensive loss (1,049 ) - (1,049 ) Total Shareholders’ equity 15,392 (1,096 ) 14,296 Activity adjustments: Loss for the period (1,816 ) (184 ) (2,000 ) Reporting currency translation (18 ) (20 ) (38 ) March 31, 2022 ending balance adjustments: Deficit (106,310 ) (1,280 ) (107,590 ) Accumulated other comprehensive loss (1,067 ) (20 ) (1,087 ) Total equity 15,668 (1,300 ) 14,368 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Nine Months Ended March 31, 2022 As Previously Reported Restatement Impacts Restated Foreign exchange loss $ 101 $ (3 ) $ 98 Interest expense 1,457 849 2,306 Loss before income taxes 7,234 846 8,080 Net loss 7,234 846 8,080 Reporting currency translation (76 ) 4 (72 ) Total comprehensive loss 7,158 850 8,008 Loss per share $ 0.28 $ 0.03 $ 0.31 Weighted average shares outstanding, on post-reverse stock split basis 26,172,981 - 26,172,981 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) For the Nine Months Ended March 31, 2022 As Previously Reported Restatement Impacts Restated CASH FLOWS FROM OPERATING ACTIVITIES Total loss for the period $ (7,234 ) $ (846 ) $ (8,080 ) Accretion of convertible debt 1,300 849 2,149 Foreign exchange loss 151 (3 ) 148 NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements March 31, 2023 (expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited) Restatement Impacts to the Condensed Consolidated Statement of Shareholders’ Equity (unaudited) For the Nine Months Ended March 31, 2022 Deficit Restatement Impacts Restated June 30, 2021 balances as previously reported Deficit $ (99,076 ) $ (434 ) $ (99,510 ) Accumulated other comprehensive loss (1,143 ) (16 ) (1,159 ) Total Shareholders’ equity 13,663 (450 ) 13,213 Activity adjustments: Loss for the period (7,234 ) (846 ) (8,080 ) Reporting currency translation 76 (4 ) 72 March 31, 2022 ending balance adjustments: Deficit (106,310 ) (1,280 ) (107,590 ) Accumulated other comprehensive loss (1,067 ) (20 ) (1,087 ) Total equity 15,668 (1,300 ) 14,368 |