RESTATEMENT | 3. RESTATEMENT 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 Transaction (as defined below) and the proposed financing transactions with Yorkville Advisors Global, LP, each as described in Note 13. On September 25, 2022, the Company and Lind entered into a Waiver and Consent Agreement (the “Lind Consent”), which included the following principal terms: (i) the consent of Lind to the Transaction and the proposed financing transactions with Yorkville Advisors Global, LP, including all actions taken by NioCorp as set out in the Business Combination Agreement to permit the completion of the Transaction; (ii) the consent of Lind to NioCorp’s expected cross-listing to The Nasdaq Stock Market LLC (“Nasdaq”) and the consolidation of the Common Shares in order to meet the minimum listing requirements thereof; (iii) the waiver of Lind of its participation right for up to 15% of the total offering in the proposed standby equity purchase agreement between NioCorp and Yorkville Advisors Global, LP; and (iv) the waiver of Lind of certain restrictive covenants in the CSFA. As consideration for entering into the Lind Consent, Lind received, amongst other things: (i) the right to receive a payment of $ 500 200 The Company originally accounted for both the Consent Payment and Contingent Consent Warrants as contingencies under Accounting Standards Codification (“ASC”) Topic 450: Contingencies. The identification of the need for the restatement arose during the Company’s quarterly close for the quarter ended March 31, 2023. Pursuant to these procedures, the Audit Committee, in consultation with the Company’s management, determined that the Lind Consent should have been evaluated under ASC 470 – Debt (“ASC 470”), which requires an evaluation of the contract amendment under ASC 470 debt modification guidance. 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 had occurred. Further, ASC 470 requires that the minimum estimated Consent Payment of $200 also be included in the calculation of the gain or loss on debt extinguishment. The Company also evaluated the Contingent Consent Warrant feature included in the Lind Consent and determined that the Contingent Consent Warrants meet the criteria to be considered separate, freestanding instruments, should be accounted for as a liability under ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and should be booked at fair value on the date of the Lind Consent, with subsequent changes in valuation recorded as a non-operating gain or loss in the statement of operations. The following table summarizes the components of the initial loss on debt extinguishment: Amount Minimum Consent Payment at inception $ 200 Loss on debt extinguishment 201 Initial fair value of Contingent Consent Warrants 1,221 Initial loss on debt extinguishment $ 1,622 Changes in the fair value of the Contingent Consent Warrants are presented below: Amount Initial valuation, September 25, 2022 $ 1,221 Change in valuation (257 ) Valuation at September 30, 2022 964 Change in valuation 341 Valuation at December 31, 2022 $ 1,305 The Contingent Consent Warrants are classified as a Level 3 financial instrument and were valued utilizing a Monte Carlo simulation pricing model, which calculates multiple potential outcomes for future share prices based on historic volatility of the Common Shares to determine the probability of issuance at 18 months following the applicable valuation date and to determine the value of the Contingent Consent Warrants. The following table discloses the primary inputs into the Monte Carlo model at each valuation date, and the probability of issuance calculated by the model. The following table discloses the primary inputs into the Monte Carlo model at each valuation date, and the probability of issuance calculated by the model Key Valuation Input September 25, 2022 September 30, 2022 December Share price on valuation date $ 7.82 $ 10.40 $ 7.40 Volatility 62.4 % 63.4 % 63.5 % Risk free rate 3.93 % 4.04 % 3.98 % Probability of issuance 59.4 % 45.5 % 62.5 % The loss on debt extinguishment is presented as a non-operating expense in the Company’s condensed consolidated statements of operations and comprehensive loss. This change in accounting also resulted in a decrease in the amount of accretion to be recognized over the remaining life of the Lind III Convertible Security. Accretion expenses are disclosed as a part of interest expense, which is not included as a component of operating costs. This correction to the Company’s condensed consolidated statements of operations and comprehensive loss also impacts the Company’s condensed consolidated balance sheet, condensed consolidated statements of shareholders’ equity, and certain notes to the condensed consolidated financial statements three months ended September 30, 2022 and for the three and six months ended December 31, 2022 as illustrated in the tables below. This correction does not impact the condensed consolidated statements of cash flows besides offsetting adjustments between net loss, accretion of convertible debt, and loss on debt extinguishment within the cash flows from operating activities section. NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2022 (expressed in thousands of U.S. dollars, except per share amounts or as otherwise stated) (unaudited) 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 27,792,631 - 27,792,631 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 ) NioCorp Developments Ltd. Notes to the Condensed Consolidated Financial Statements December 31, 2022 (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) 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 - (2,554 ) - (2,554 ) Balance, September 30, 2022 $ 130,684 $ (112,951 ) $ (998 ) $ 16,735 Restatement Impacts Balance, June 30, 2022 $ - $ - $ - $ - Loss for the period - (1,323 ) - (1,323 ) Balance, September 30, 2022 $ - $ (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 - (3,877 ) - (3,877 ) Balance, September 30, 2022, as restated $ 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 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) 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 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 - 1,662 1,662 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 27,924,447 - 27,924,447 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) For the Six Months Ended December 31, 2022 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) 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 - (2,208 ) - (2,208 ) Balance, December 31, 2022 $ 130,995 $ (115,159 ) $ (1,023 ) $ 14,813 Restatement Impacts Balance, September 30, 2022 $ - $ (1,323 ) $ - $ (1,323 ) Loss for the period - (221 ) - (221 ) Balance, December 31, 2022 $ - $ (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 - (2,429 ) - (2,429 ) Balance, December 31, 2022, as restated $ 130,995 $ (116,703 ) $ (1,023 ) $ 13,269 Restatement Impacts to the Condensed Consolidated Statement of Shareholders' Equity (unaudited) 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 - (4,762 ) - (4,762 ) Balance, December 31, 2022 $ 130,995 $ (115,159 ) $ (1,023 ) $ 14,813 Restatement Impacts Balance, June 30, 2022 $ - $ - $ - $ - Loss for the period - (1,544 ) - (1,544 ) Balance, December 31, 2022 $ - $ (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 - (6,306 ) - (6,306 ) Balance, December 31, 2022, as restated $ 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 December 31, 2021 As Previously Reported Restatement Impacts Restated Interest expense $ 488 $ 534 $ 1,022 Loss before income taxes 3,458 534 3,992 Net loss 3,458 534 3,992 Reporting currency translation 15 (1 ) 14 Total comprehensive loss 3,473 533 4,006 Loss per share $ 0.13 $ 0.02 $ 0.15 Weighted average shares outstanding 26,139,224 - 26,139,224 Restatement Impacts to the Condensed Consolidated Statement of Shareholders' Equity (unaudited) For the Three Months Ended December 31, 2021 As Previously Reported Restatement Impacts Restated September 30, 2021 opening balance adjustments: Deficit $ (101,036 ) $ (562 ) $ (101,598 ) Accumulated other comprehensive loss (1,034 ) (1 ) (1,035 ) Total Shareholders’ equity 13,826 (563 ) 13,263 Activity adjustments: Loss for the period (3,458 ) (534 ) (3,992 ) Reporting currency translation (15 ) 1 (14 ) December 31, 2021 ending balance adjustments: Deficit (104,494 ) (1,096 ) (105,590 ) Accumulated other comprehensive loss (1,049 ) - (1,049 ) Total equity 15,392 (1,096 ) 14,296 Restatement Impacts to the Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) For the Six Months Ended December 31, 2021 As Previously Reported Restatement Impacts Restated Foreign exchange loss $ 149 $ 15 $ 164 Interest expense 980 647 1,627 Loss before income taxes 5,418 662 6,080 Net loss 5,418 662 6,080 Reporting currency translation (94 ) (16 ) (110 ) Total comprehensive loss 5,324 646 5,970 Loss per share $ 0.21 $ 0.02 $ 0.23 Weighted average shares outstanding 25,973,432 - 25,973,432 Restatement Impacts to the Condensed Consolidated Statement of Cash Flows (unaudited) For the Six Months Ended December 31, 2021 As Previously Reported Restatement Impacts Restated CASH FLOWS FROM OPERATING ACTIVITIES Total loss for the period $ (5,418 ) $ (662 ) $ (6,080 ) Accretion of convertible debt 877 647 1,524 Foreign exchange loss 210 15 225 Restatement Impacts to the Condensed Consolidated Statement of Shareholders' Equity (unaudited) For the Six Months Ended December 31, 2021 As Previously Reported Restatement Impacts Restated June 30, 2021 opening balance adjustments: 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 (5,418 ) (662 ) (6,080 ) Reporting currency translation 94 16 110 December 31, 2021 ending balance adjustments: Deficit (104,494 ) (1,096 ) (105,590 ) Accumulated other comprehensive loss (1,049 ) - (1,049 ) Total equity 15,392 (1,096 ) 14,296 |