COMMON SHARES | 7. COMMON SHARES a) Issuance On September 1, 2023, the Company closed a non-brokered private placement (the “September 2023 Private Placement”) of units of the Company (the “September 2023 Units”). A total of 250,000 4.00 1,000 4.60 The September 2023 Warrants were classified as an equity instrument and accordingly, the net proceeds of $ 962 254 708 2.0 4.85 71.63 0 On December 22, 2023, the Company closed a non-brokered private placement (the “December 2023 Private Placement”) of 413,432 3.54 274,587 3.08 138,845 3.205 Unit paid by the Insider Investors included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by the Insider Investors which allowed the Insider Investors to participate in the December 2023 Private Placement in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”). The Company received aggregate gross proceeds from the December 2023 Private Placement of approximately $ 1,290 92 10 The December 2023 Warrants were classified as an equity instrument and accordingly, the estimated net proceeds of $1,241 were allocated based on the relative fair values of the Common Shares and the December 2023 Warrants on the date of issuance. The amount allocated to the fair value of the December 2023 Warrants was $ 264 977 2.0 4.33 54.8 0 In connection with the closing of the previously disclosed business combination transaction (the “Transaction”) on March 17, 2023 (the “Transaction Closing”), 4,565,808 shares of Class B common stock of ECRC were vested as of the Transaction Closing (the “Vested Shares”) and are exchangeable for Common Shares on a one-for-one basis at any time, and from time to time, until the tenth anniversary of the Transaction Closing. On February 29, 2024, 243,692 Vested Shares were exchanged for an equivalent number of Common Shares. This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted for as an equity transaction in accordance with ASC 810-10-45-23, with no gain or loss recognized. Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding offset booked to equity. The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the nine months ended March 31, 2024: Date Common Shares Gross Funds Market Value of Loss on September 12, 2023 70,000 $ 259 $ 271 $ 12 September 18, 2023 75,000 273 314 41 November 30, 2023 75,000 234 244 10 February 28, 2024 75,000 170 174 4 March 7, 2024 82,500 210 218 8 March 14, 2024 85,000 226 230 4 Loss on transaction represents a non-cash expense equal to the difference between the proceeds received and the fair value of the Common Shares issued based on the Nasdaq closing price per Common Share on the issuance date and is recorded in other operating expenses in the consolidated statement of operations and comprehensive loss. b) Stock Options Schedule of stock option Number of Weighted Average Balance, June 30, 2023 1,541,500 $ 7.19 Granted 1,625,000 2.99 Exercised (7,800 ) 3.95 Expired/forfeited (595,700 ) 5.45 Balance, March 31, 2024 2,563,000 $ 4.88 The following table summarizes information about Options outstanding at March 31, 2024: Exercise Price Expiry Date Number Aggregate Number Aggregate C$ 13.60 December 17, 2024 350,000 - 350,000 - C$ 11.00 May 30, 2025 50,000 - 50,000 - $ 6.95 March 27, 2026 538,000 - 538,000 - $ 2.99 February 15, 2029 1,625,000 - 1,625,000 - 2,563,000 $ - 2,563,000 $ - The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing share price of $2.72 as of March 31, 2024, which would have been received by the option holders had all option holders exercised their Options as of that date. On February 15, 2024, the Company granted 1,625,000 Options at a fair value price of $2.99 per Option, based on a Black-Scholes model with an average risk-free rate of 4.25%, average share price volatility of 63.2%, and a five-year expected option life. Prior to January 1, 2024, the Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718) On March 28, 2024, the Company’s Board of Directors (the “Board”) approved a modification to Options previously issued on March 27, 2023, with dual strike prices of $6.95 and C$9.52, under which the option to exercise in C$ was removed. No other terms or conditions were amended by the Board. Based on this amendment, the Company re-classified these Options to equity on March 28, 2024, based on their fair value on that date. c) Warrants Schedule of warrant transactions Number of Weighted Balance, June 30, 2023 18,816,304 $ 10.98 Granted 663,432 3.94 Exercised - - Expired (894,631 ) 8.94 Balance, March 31, 2024 18,585,105 $ 10.82 At March 31, 2024, the Company had outstanding exercisable Warrants, as follows: Number Exercise Price Expiry Date 504,611 C$ 11.00 June 30, 2024 894,636 $ 8.94 (1) 855,800 C$ 9.70 February 19, 2025 250,000 $ 4.60 September 1, 2025 413,432 $ 3.54 December 22, 2025 15,666,626 $ 11.50 March 17, 2028 18,585,105 (1) These Warrants expire in equal monthly tranches from April 17, 2024 through September 17, 2024 Private Warrants In connection with the Transaction Closing, the Company assumed GXII’s obligations under the agreement governing the GXII Warrants, as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 9,999,959 5,666,667 Each Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as Public Warrants. The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the Private Warrants using a Black Scholes pricing model: Key Valuation Input March 31, June 30, Share price on valuation date $ 2.72 $ 5.03 Strike price $ 11.50 $ 11.50 Implied volatility of Public Warrants 57.2 % 33.5 % Risk free rate 4.31 % 4.18 % Dividend yield 0 % 0 % Expected warrant life in years 3.97 4.73 The change in the Private Warrants liability is presented below: For the Three Months For the Nine Months Fair value at beginning of period $ 3,040 $ 3,279 Change in fair value (824 ) (1,063 ) Fair value at March 31, 2024 $ 2,216 $ 2,216 Contingent Consent Warrants As consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind”), Lind received, amongst other things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, the closing trading price of the Common Shares on the TSX or such other stock exchange on which such shares may then be listed, is less than C$10.00, subject to adjustments. The number of Contingent Consent Warrants to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to U.S. dollar exchange rate as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance. 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 the balance sheet date and the probability of issuance calculated by the model Key Valuation Input March 31, June 30, Share price on valuation date $ 2.72 $ 5.03 Volatility 64.0 % 63.0 % Risk free rate 4.26 % 4.11 % Probability of issuance 99.4 % 80.8 % The change in the fair value of the Contingent Consent Warrants is presented below: For the Three Months For the Nine Months Fair value at beginning of period $ 2,093 $ 1,710 Change in fair value 100 483 Fair value at March 31, 2024 $ 2,193 $ 2,193 |