Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2024 | Sep. 20, 2024 | Dec. 31, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Jun. 30, 2024 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2024 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity File Number | 001-41655 | ||
Entity Registrant Name | NioCorp Developments Ltd. | ||
Entity Central Index Key | 0001512228 | ||
Entity Tax Identification Number | 98-1262185 | ||
Entity Incorporation, State or Country Code | A1 | ||
Entity Address, Address Line One | 7000 South Yosemite Street | ||
Entity Address, Address Line Two | Suite 115 | ||
Entity Address, City or Town | Centennial | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80112 | ||
City Area Code | (720) | ||
Local Phone Number | 334-7066 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 100,600,000 | ||
Entity Common Stock, Shares Outstanding | 38,660,244 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Denver, Colorado | ||
Auditor Firm ID | 34 | ||
Common Shares, without par value [Member] | |||
Title of 12(b) Security | Common Shares, without par value | ||
Trading Symbol | NB | ||
Security Exchange Name | NASDAQ | ||
Warrants, each exercisable for 1.11829212 Common Shares [Member] | |||
Title of 12(b) Security | Warrants, each exercisable for 1.11829212 Common Shares | ||
Trading Symbol | NIOBW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Current | ||
Cash and cash equivalents | $ 2,012 | $ 2,341 |
Prepaid expenses and other | 916 | 1,385 |
Total current assets | 2,928 | 3,726 |
Non-current | ||
Deposits | 35 | 35 |
Investment in equity securities | 4 | 9 |
Right-of-use assets | 181 | 236 |
Land and buildings, net | 837 | 839 |
Mineral properties | 16,085 | 16,085 |
Total assets | 20,070 | 20,930 |
Current | ||
Accounts payable and accrued liabilities | 1,843 | 3,491 |
Warrant liabilities, at fair value | 2,365 | |
Convertible debt | 7,660 | |
Operating lease liability | 96 | 71 |
Total current liabilities | 11,964 | 3,562 |
Non-current | ||
Convertible debt | 10,561 | |
Warrant liabilities, at fair value | 1,651 | 4,989 |
Earnout liability, at fair value | 3,817 | 10,521 |
Operating lease liability | 104 | 164 |
Total liabilities | 17,536 | 29,797 |
Redeemable noncontrolling interest | 1,534 | 2,100 |
SHAREHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, no par value, unlimited shares authorized; 38,062,647 and 31,202,131 shares outstanding, respectively | 163,823 | 140,421 |
Accumulated deficit | (161,912) | (150,477) |
Accumulated other comprehensive loss | (911) | (911) |
Total shareholders’ equity(deficit) | 1,000 | (10,967) |
Total liabilities, redeemable noncontrolling interest, and shareholders’ equity (deficit) | $ 20,070 | $ 20,930 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized | Unlimited | Unlimited |
Common stock, outstanding | 38,062,647 | 31,202,131 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses | ||
Employee related costs | $ 3,509 | $ 2,323 |
Professional fees | 3,533 | 2,581 |
Exploration expenditures | 2,552 | 5,348 |
Other operating expenses | 4,163 | 27,158 |
Total operating expenses | 13,757 | 37,410 |
Change in fair value of earnout shares liability | (6,704) | (2,674) |
Change in fair value of warrant liabilities | (1,875) | 1,414 |
Change in fair value of convertible notes | 2,542 | |
Loss on debt extinguishment | 1,922 | |
Interest expense | 4,490 | 2,336 |
Foreign exchange loss (gain) | (31) | 216 |
Other gains | (147) | (13) |
Loss on equity securities | 5 | 1 |
Loss before income taxes | (12,037) | (40,612) |
Income tax benefit | (139) | (304) |
Net loss | (11,898) | (40,308) |
Net loss attributable to redeemable noncontrolling interest | 463 | 228 |
Net loss attributable to the Company | (11,435) | (40,080) |
Other comprehensive loss: | ||
Net loss | (11,898) | (40,308) |
Other comprehensive gain: | ||
Reporting currency translation | (82) | |
Total comprehensive loss | (11,898) | (40,226) |
Comprehensive loss attributable to redeemable noncontrolling interest | 463 | 228 |
Comprehensive loss attributable to the Company | $ (11,435) | $ (39,998) |
Loss per common share, basic and diluted | $ (0.31) | $ (1.34) |
Weighted average common shares outstanding | 34,320,024 | 28,705,840 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss for the period | $ (11,898) | $ (40,308) |
Adjustments for: | ||
Initial valuation of earnout shares liability | 13,195 | |
Change in valuation of earnout shares liability | (6,704) | (2,674) |
Initial valuation of warrant liabilities | 2,987 | |
Change in valuation of warrant liabilities | (1,875) | 1,414 |
Change in fair value of convertible note | 2,542 | |
Accretion of convertible debt | 4,490 | 2,157 |
Share-based compensation | 2,881 | 1,794 |
Loss on debt extinguishment | 1,422 | |
Yorkville share issuances | 105 | 663 |
Foreign exchange loss | 200 | |
Depreciation | 2 | 3 |
Unrealized loss on equity securities | 5 | 1 |
Noncash lease activity | 20 | (12) |
Other gains | (148) | (13) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities, Total | (10,580) | (19,171) |
Change in working capital items: | ||
Prepaid expenses | 469 | (985) |
Accounts payable and accrued liabilities | (1,621) | 2,861 |
Net cash used in operating activities | (11,732) | (17,295) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of assets | 21 | |
Net cash provided by investing activities | 21 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Issuance of debt, net of costs | 6,935 | 14,857 |
Proceeds from issuance of capital stock | 6,185 | 2,499 |
Related party debt draws | 1,130 | |
Related party debt repayments | (3,130) | |
Debt repayments | (1,512) | (515) |
Share issue costs | (205) | (204) |
Net cash provided by financing activities | 11,403 | 14,637 |
Exchange rate effect on cash and cash equivalents | (302) | |
Change in cash and cash equivalents during period | (329) | (2,939) |
Cash and cash equivalents, beginning of period | 2,341 | 5,280 |
Cash and cash equivalents, end of period | 2,012 | 2,341 |
Supplemental cash flow information: | ||
Amounts paid for interest | $ 264 | |
Non-cash investing and financing transactions: | ||
Conversion of debt for common shares | 14,479 | 5,175 |
Recognition of operating lease liabilities | 199 | |
Value of warrants issued | 3,337 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Deficit) and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Common Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total | Redeemable Noncontrolling Interest [Member] |
Beginning balance, value at Jun. 30, 2022 | $ 129,055 | $ (110,397) | $ (993) | $ 17,665 | |
Beginning balance (in shares) at Jun. 30, 2022 | 27,667,060 | ||||
Exercise of options | $ 11 | 11 | |||
Exercise of options (in shares) | 265,138 | ||||
Fair value of warrants granted | $ 3,338 | 3,338 | |||
Common Shares issued in the GXII Transaction | |||||
Common Shares issued in the GXII Transaction (in shares) | 1,753,821 | ||||
Commitment shares issued | $ 650 | 650 | |||
Commitment shares issued (in shares) | 81,213 | ||||
Registered direct offering – May 2023 | $ 2,000 | 2,000 | |||
Registered direct offering May 2023 (in shares) | 314,465 | ||||
Yorkville equity facility draws | $ 501 | 501 | |||
Shares issued under the Yorkville equity facility (in shares) | 100,000 | ||||
Debt conversions | $ 5,604 | 5,604 | |||
Debt conversions (in shares) | 1,020,434 | ||||
Share issuance costs | $ (204) | (204) | |||
Redeemable noncontrolling interest | (2,328) | (2,328) | 2,328 | ||
Share-based compensation | 1,794 | 1,794 | |||
Reporting currency presentation | 82 | 82 | |||
Loss for the year | (40,080) | (40,080) | (228) | ||
Ending balance, value at Jun. 30, 2023 | $ 140,421 | (150,477) | (911) | $ (10,967) | 2,100 |
Ending balance (in shares) at Jun. 30, 2023 | 31,202,131 | 31,202,131 | |||
Exercise of options | |||||
Exercise of options (in shares) | 7,800 | 7,800 | |||
Yorkville equity facility draws | $ 3,398 | $ 3,398 | |||
Shares issued under the Yorkville equity facility (in shares) | 1,358,000 | ||||
Debt conversions | $ 14,479 | 14,479 | |||
Debt conversions (in shares) | 4,232,592 | ||||
Share issuance costs | $ (204) | (204) | |||
Share-based compensation | 2,779 | 2,779 | |||
Loss for the year | $ (11,435) | $ (11,435) | $ (463) | ||
Private placements | 2,995,000 | 2,995,000 | |||
Private placement (in shares) | 978,432 | ||||
Option liability valuations | $ (148) | $ (148) | |||
Exchange of Class B shares | $ 103 | 103 | (103) | ||
Exchange of Class B shares (in shares) | 283,692 | ||||
Ending balance, value at Jun. 30, 2024 | $ 163,823 | $ (161,912) | $ (911) | $ 1,000 | $ 1,534 |
Ending balance (in shares) at Jun. 30, 2024 | 38,062,647 | 38,062,647 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS NioCorp Developments Ltd. (the “Company” or “NioCorp”) was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in one As further discussed in Notes 5, 9, 10, and 11, on March 17, 2023 (the “Closing Date”), the Company closed the GXII Transaction (as defined below) with GX Acquisition Corp. II (“GXII”), pursuant to the Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company, GXII and Big Red Merger Sub Ltd (the “Closing”). At the Closing, the Company also closed convertible debt financings (the “Yorkville Convertible Debt Financing”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”), and the standby equity purchase facility with Yorkville (the “Yorkville Equity Facility Financing” and, together with the Yorkville Convertible Debt Financing, the “Yorkville Financings”) became effective. The transactions contemplated by the Business Combination Agreement, including the GXII Transaction, the Yorkville Financings and the Reverse Stock Split (as defined below), are referred to, collectively, as the “2023 Transactions.” The GXII Transaction was accounted for as an equity raise transaction in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”). Under this method of accounting, GXII is treated as the “acquired” company for financial reporting purposes. Accordingly, the GXII Transaction is treated as the equivalent of NioCorp issuing common shares, no par value, of the Company (“Common Shares”) for the assets and liabilities of GXII. The net assets of GXII are stated at historical cost, with no goodwill or other intangible assets recorded. The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation. As further discussed in Note 4, these matters raise substantial doubt about the Company’s ability to continue as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining additional financing and maintaining continued support from its shareholders and creditors. |
BASIS OF PREPARATION
BASIS OF PREPARATION | 12 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION a) Basis of Preparation and Consolidation These consolidated financial statements have been prepared in conformity with U.S. GAAP and the rules and regulations of the U.S. Securities and Exchange Commission. The consolidated financial statements include the consolidated accounts of the Company and its wholly owned subsidiaries with all significant intercompany transactions eliminated. Certain transactions include reference to Canadian dollars (“C$”) where applicable. These consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table. All intercompany transactions and balances have been eliminated. Subsidiary Jurisdiction of incorporation Ownership at June 30, 2024 2023 0896800 BC Ltd. (“0896800”) British Columbia, Canada 100% 100% Elk Creek Resources Corp. Nebraska, USA N/A 100 Elk Creek Resources Corp. (“ECRC”) Delaware, USA 79.7 (1) 79.1 (1) NioCorp Technologies Limited United Kingdom 100 NA (1) Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596 Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively. b) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of mineral properties, deferred income tax asset valuations, convertible debt valuations, earnout valuation, derivative liabilities, warrant liabilities, and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES a) Development Stage Issuer The Company is considered to be a development stage issuer under Subpart 1300 of Regulation S-K of the United States Securities Act of 1933, as amended (“S-K 1300”), and it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to seek additional funding to support the completion of its exploration and development activities. The Company’s activities are subject to significant risks and uncertainties, including its ability to secure sufficient funding to continue operations, to obtain proven and probable reserves, to comply with industry regulations and obtain permits necessary for development of the Elk Creek Project, as well as environmental risks and market conditions. b) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90 days or less, and money market funds. The Company maintains the majority of its cash balances with two financial institutions. Accounts at banks in the United States (“U.S.”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to C$100. At June 30, 2024, the Company had $1,406 and $0 in excess of the FDIC and CDIC insured limits, respectively. c) Foreign Currency Translation Functional and reporting currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The reporting currency for these consolidated financial statements is U.S. dollars. Change in functional currency Prior to March 17, 2023, the Company’s functional currency was the Canadian dollar. The Company re-assessed its functional currency and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S. dollar based on significant changes in economic facts and circumstances in our organization. The change in functional currency was accounted for prospectively from March 17, 2023 and prior-period consolidated financial statements were not restated for the change in functional currency. For both monetary and non-monetary assets and liabilities, translated balances as of March 17, 2023 became the new accounting basis. The exchange rate on the date of change became the historical rate at which non-monetary assets and liabilities were translated in subsequent periods. There was no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded cumulative translation adjustments were not reversed. The functional currency for the Company’s Canadian subsidiary, 0896800 BC Ltd., which has no independent operations from its parent, also changed from the Canadian dollar to the U.S. dollar. The functional currency for Elk Creek Resources Corp. remains as the U.S. dollar. Transactions in foreign currency Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency translation gains and losses are included in profit or loss. Translation to reporting currency Translation gains and losses from the application of the U.S. dollar as the reporting currency for all periods prior to March 17, 2023 (when the Canadian dollar was the functional currency) are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. d) Mineral Properties Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of Common Shares issued as consideration. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Company’s board of directors (the “Board”) has approved the commencement of formal development activities, development costs related to such reserves and incurred after such board approval will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies, which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off. The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value. There was no impairment recorded to mineral properties as of June 30, 2024 or 2023, respectively. e) Long Lived Assets Long-lived assets, other than mineral properties, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There was no impairment recorded to long-lived assets as of June 30, 2024 or 2023, respectively. f) Leases Under Accounting Standards Codification (“ASC”) 842, Leases ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. g) Convertible Debt Carried at Fair Value With regard to the Company’s debt related to the convertible promissory notes issued in April 2024 (as further discussed in Note 9), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives and Hedging h) Warrants We apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC 480, Distinguishing Liabilities from Equity i) Earnout Shares Earnout Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Earnout Shares are measured at fair value upon issuance and subsequently remeasured at each reporting period using a Monte Carlo simulation methodology, which includes inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the weighted average of historical Common Share volatility and implied volatility underlying the Company’s Public Warrants, the dividend rate, the conversion price, and the number of Earnout Shares outstanding. Assumptions used in the model are subjective and require significant judgment. j) Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and accrued liabilities, notes payable, convertible debt, and the related party loan. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments approximate their carrying value unless otherwise noted. k) Concentration of Credit Risk The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Santa Clara, California. As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions. l) Asset Retirement Obligation The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The estimated costs associated with environmental remediation obligations are accrued in the period in which the liability is incurred if it is reasonably estimable or known. Until such time that a project life is established, the Company records the corresponding cost as an exploration stage expense and has accrued $ 48 48 Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of the Elk Creek Project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the consolidated statement of operations and comprehensive loss in the period an estimate is revised. m) Income Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25, “Income Taxes – Recognition.” n) Reverse Stock Split On March 17, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) on the basis of one (1) post-Reverse Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding, with any fractional shares resulting from the Reverse Stock Split rounded down to the nearest whole share. Immediately after the Reverse Stock Split, there were 30,000,442 Common Shares issued and outstanding. All references to share and per share amounts (excluding authorized shares) in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the Reverse Stock Split. o) Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest refers to non-controlling interest associated with the Vested Shares that are redeemable upon the occurrence of an event that is not solely within the Company’s control and is reported in the mezzanine section between total liabilities and shareholders’ deficit, as temporary equity in the Company’s consolidated balance sheets. The Company’s non-controlling interest is redeemable at fair value, and no adjustment to the earnings per share numerator is required because redemption at fair value is not considered an economic distribution different from other common stockholders. p) Basic and Diluted Per Share Disclosure Basic earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted average number of Common Shares outstanding during the period. The Company considers Vested Shares and Released Earnout Shares (each as defined in Note 10), to be participating securities, requiring the use of the two-class method. Diluted earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted average number of Common Shares outstanding, inclusive of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable. The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders: For the year ended June 30, 2024 2023 Net loss $ (11,898 ) $ (40,308 ) Adjust: Net loss attributable to noncontrolling interest 458 (251 Net loss available to participating securities (11,440 ) (40,057 ) Net loss attributable to Vested Shares 967 1,528 Net loss attributed to common shareholders - basic and diluted $ (10,473 ) $ (38,529 ) Denominator: Weighted average shares outstanding – basic and diluted 34,320,024 28,705,840 Loss per Common Share outstanding – basic and diluted $ (0.31 ) $ (1.34 ) The following shares underlying options, warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the years ended June 30, 2024 and 2023, as indicated below. Schedule of excluded from the dilutive securities For the year ended June 30, 2024 2023 Excluded potentially dilutive securities (1)(2) Options 2,495,500 1,541,500 Warrants 18,563,561 18,816,304 Convertible debt 2,849,000 2,871,660 Total potentially dilutive securities 23,908,061 23,229,464 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. (2) Earnout Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period. q) Share Based Compensation The Company grants stock options to directors, officers, employees, and business advisors. Option terms and vesting conditions are at the discretion of the Board. Prior to March 31, 2023, the option exercise price was equal to the closing market price on The Toronto Stock Exchange (the “TSX”) on the day preceding the date of grant. Effective March 21, 2023, the option exercise price is equal to the closing market price on the Nasdaq Stock Market LLC (“Nasdaq”) on the day preceding the date of the grant. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company recognizes forfeitures as they occur. r) Recent Accounting Standards Issued and Not Effective In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption. |
GOING CONCERN ISSUES
GOING CONCERN ISSUES | 12 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN ISSUES | 4. GOING CONCERN ISSUES The Company incurred a net loss of $ 11,435 40,080 9,036 161,912 2,012 In response to these conditions and events, the Company plans to obtain additional financing. Subject to the conditions discussed in Note 11d, NioCorp expects to have access to up to $ 59,269 |
2023 GXII TRANSACTION
2023 GXII TRANSACTION | 12 Months Ended |
Jun. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
2023 GXII TRANSACTION | 5. 2023 GXII TRANSACTION Pursuant to the Business Combination Agreement, the following transactions (collectively, the “GXII Transaction”) occurred on the Closing Date: ● As a result of a series of transactions, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name to “Elk Creek Resources Corp” (“ECRC”). ● As the parent company of the merged entity, NioCorp issued 1,753,821 ● All of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp and the other persons party thereto) were converted into 7,957,404 ● NioCorp assumed GXII’s obligations under the agreement (the “GXII Warrant Agreement”) governing the GXII share purchase warrants (the “GXII Warrants”) and issued an aggregate of 15,666,626 17,519,864 After the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became available to the Company. The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and Comprehensive Loss for the year ended June 30, 2023: Amount Gross cash proceeds, net of transaction costs incurred by GXII $ 2,168 Less: Cash costs associated with the 2023 Transactions: Net liabilities assumed 392 Yorkville Equity Facility Financing Agreement – cash costs 1,996 Transaction costs expensed 6,715 Non-cash costs associated with the 2023 Transactions: Private Warrants assumed at fair value 2,987 Earnout Shares assumed at fair value 13,195 Yorkville Equity Facility Financing Agreement – shares issued 650 Total transaction related losses incurred $ 23,767 The number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows Common Shares Percentage Legacy NioCorp Shareholders 28,246,621 93.90 % Former GXII Class A Shareholders (1) 1,753,821 5.83 % Other (2) 81,213 0.27 % Total Common Shares Outstanding Upon Completion of 2023 Transactions 30,081,655 100 % (1) Includes 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services. (2) Represents Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement. In connection with the GXII Transaction, the Company also closed the Yorkville Convertible Debt Financing and the Yorkville Equity Facility Financing, as discussed in Notes 9 and 11d. |
LAND AND BUILDINGS, NET
LAND AND BUILDINGS, NET | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
LAND AND BUILDINGS, NET | 6. LAND AND BUILDINGS, NET Schedule of properties As of June 30, 2024 2023 Cost Accumulated Depreciation Net Cost Accumulated Depreciation Net Land $ 807 $ - $ 807 $ 807 $ - $ 807 Buildings and other 41 11 30 41 9 32 $ 848 $ 11 $ 837 $ 848 $ 9 $ 839 |
MINERAL PROPERTIES
MINERAL PROPERTIES | 12 Months Ended |
Jun. 30, 2024 | |
Extractive Industries [Abstract] | |
MINERAL PROPERTIES | 7. MINERAL PROPERTIES Mineral properties consist of original acquisition costs and purchased mineral rights related to the Elk Creek Project. In addition to the land and mineral rights currently owned by the Company, the property interests of Elk Creek include eight prepaid mineral exploration option-to-purchase agreements and include a pre-determined buyout for permanent ownership of the mineral and/or surface rights. Terms of the agreements require no further significant payments, and the Company may negotiate lease extensions or elect to purchase the mineral and/or surface rights any time. Agreements that allow for the purchase of mineral rights contain provisions whereby the landowners would retain a 2% net smelter return. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Schedule of account payable and accrued liabilities As of June 30, 2024 2023 Accounts payable, trade $ 1,417 $ 1,990 Trade payable accruals 350 1,324 Income taxes payable - 101 Environmental accruals 48 48 Loan origination fees payable to related party 28 28 Total accounts payable and accrued liabilities $ 1,843 $ 3,491 |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | 9. CONVERTIBLE DEBT Schedule of convertible debt As of June 30, 2024 2023 Current Portion Yorkville convertible debentures: $ 571 $ - April 2024 notes 7,089 - Total Current Portion $ 7,660 $ - Noncurrent Portion – Yorkville convertible debenture $ - $ 10,561 Lind III Convertible Security On February 16, 2021, the Company issued to Lind Global Asset Management III, LLC (“Lind”), an entity managed by The Lind Partners, the convertible security (the “Lind III Convertible Security”) pursuant to the Convertible Security Funding Agreement, dated February 16, 2021, as amended by Amendment #1 to the Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind (as amended, the “Lind III Agreement”). The Lind III Convertible Security had a face value of $ 11,700 8.5 350 9,650 The Lind III Convertible Security had a term of (i) 24 Pursuant to the Lind III Agreement, Lind was entitled to convert the Lind III Convertible Security into Common Shares in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price Common Shares on the TSX for the five trading days immediately preceding to the date on which Lind provides notice to the Company of its election to convert. The Lind III Agreement provided that Common Shares issuable upon conversion, together with the number of Common Shares issued upon exercise of Warrants, shall not exceed 4,358,800 Common Shares. On February 19, 2021, in connection with the funding and issuance of the Lind III Convertible Security, the Company issued 855,800 9.70 The Company identified embedded derivatives in the Lind III Convertible Security that were evaluated to be immaterial at both the closing date and at June 30, 2024 and 2023, respectively. The Company allocated the net proceeds of $ 9,477 ● $1,712 was allocated to Common Stock, representing the fair value of the Lind III Warrants based on the Black Scholes pricing model using a risk-free interest rate of 0.40 0 51.60 4.0 ● $ 7,938 173 350 Changes in the Lind III Convertible Security are as follows For the year ending Beginning balance $ 2,169 Fair value increase due to debt extinguishment 201 Conversions ( 1,950 ) Accretion expense 95 Payment at maturity ( 515 ) Balance, June 30, 2023 $ - On September 25, 2022, the Company and Lind entered into the Waiver and Consent Agreement, dated September 25, 2022, between the Company and Lind (the “Lind Consent”), which included the following principal terms: (i) the consent of Lind to the GXII Transaction disclosed in Note 5 and Yorkville Financings disclosed below and in Note 11d, including all actions taken by NioCorp as set out in the Business Combination Agreement to permit the completion of the 2023 Transactions; (ii) the consent of Lind to NioCorp’s expected cross-listing to the 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 Yorkville Equity Facility Financing; and (iv) the waiver of Lind of certain restrictive covenants in the Lind III Agreement. As consideration for entering into the Lind Consent, Lind received, amongst other things: (i) the right to receive a payment of $500, which would have been reduced to $200 if the 2023 Transactions had not been consummated on or before April 30, 2023 (collectively, the “Consent Payment”); (ii) an extension of its existing participation rights under the Lind III Agreement in future financings of NioCorp for a further two-year period, subject to certain exceptions as well as an extension of such participation rights beyond the additional two-year period if Yorkville or any affiliate is a party to any such applicable transaction; and (iii) the right to receive additional Warrants (the “Contingent Consent Warrants”) if on the date that is 18 months following the Closing Date, 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 (on a post-Reverse Stock Split basis), 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, LP) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance, unless otherwise agreed. Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants currently held by Lind that are exercised, if any, prior to the issuance of any Contingent Consent Warrants. The Lind Consent was signed as an amendment to the existing Lind III Agreement. Management determined that the Lind Consent should be evaluated using ASC 470, which requires an evaluation of the contract amendment under debt modification guidance. The Company performed a comparison of the discounted cash flows of the Lind III Convertible Security pursuant to the existing Lind III Agreement and pursuant to the Lind III Agreement 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 initial 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 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 consolidated statement of operations and comprehensive loss. The following table summarizes the components of the initial loss and final loss on extinguishment: The following table summarizes the components of the initial loss and final loss on extinguishment: Component of loss 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 Additional Consent Payment booked (1) 300 Total loss on debt extinguishment $ 1,922 (1) Represents the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March 17, 2023. The change in the fair value of the Contingent Consent Warrants is presented below: Amount Initial valuation, September 25, 2022 $ 1,221 Change in valuation 489 Valuation at June 30, 2023 1,710 Change in valuation $ 655 Valuation at June 30, 2024 2,365 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. Schedule of valuation date and the probability calculated Key Valuation Input June 30, 2024 June 30, 2023 September 25, 2022 Share price on valuation date $ 1.73 $ 5.03 $ 7.82 Volatility 68.0 % 63.0 % 62.4 % Risk free rate 4.40 % 4.11 % 3.93 % Probability of issuance 100.0 % 80.8 % 59.4 % Loss on debt extinguishment is presented as a non-operating expense in the Company’s consolidated statements of operations and comprehensive loss. This accounting also resulted in a decrease in the amount of accretion to be recognized over the remaining life of the Lind III Convertible Security through February 2023. Accretion expenses are disclosed as a part of interest expense, which is not included as a component of operating costs. Yorkville Convertible Debentures In connection with the GXII Transaction, on January 26, 2023, NioCorp entered into definitive agreements with respect to the Yorkville Financings, including a Securities Purchase Agreement, dated January 26, 2023 (as amended the “Yorkville Convertible Debt Financing Agreement”), between the Company and Yorkville, and a Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and Yorkville. Pursuant to the Yorkville Convertible Debt Financing Agreement, at the Closing, Yorkville advanced a total amount of $15,360 to NioCorp in consideration of the issuance by NioCorp to Yorkville of (i) $ 16,000 1,789,267 8.9422 Each Convertible Debenture issued under the Yorkville Convertible Debt Financing Agreement is an unsecured obligation of NioCorp, has an 18-month 5.0 15.0 Subject to certain limitations contained within the Yorkville Convertible Debt Financing Agreement and the Convertible Debentures, including those as described below, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time over their term, into a number of Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided by the Conversion Price. The “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination, the greater of (i) 90% of the average of the daily U.S. dollar volume-weighted average price of the Common Shares on the principal U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately preceding the date on which the holder exercises its conversion right in accordance with the requirements of the Yorkville Convertible Debt Financing Agreement (the “Conversion Date”) or other date of determination, but not lower than the Floor Price (as defined below), and (ii) the five-day volume-weighted average price of the Common Shares on the TSX (or on the principal U.S. market if the majority of the trading volume and value of the Common Shares occurred on Nasdaq during the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination less the maximum applicable discount allowed by TSX. The “Floor Price” means a price of $2.1435 per share, which is equal to the lesser of (a) 30% of the average of the daily volume-weighted average price of the Common Shares on the principal U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately preceding the Debenture Closing and (b) 30% of the average of the volume-weighted average price of the Common Shares on the principal U.S. market for the Common Shares as reported by Bloomberg Financial Markets during the five consecutive trading days immediately following the Debenture Closing, subject to certain adjustments to give effect to any stock dividend, stock split, reverse stock split, recapitalization or similar event. The terms of the Convertible Debentures restrict the number of Convertible Debentures that may be converted during each calendar month by Yorkville at a Conversion Price below a fixed price equal to approximately $8.9422 (i.e., the quotient of $10.00 divided by 1.11829212 (being the number of Common Shares that were exchanged for each share of GXII at the Closing, after giving effect to the Reverse Stock Split)), subject to adjustment to give effect to any stock dividend, stock split, reverse stock split, recapitalization or similar event. The Convertible Debentures are subject to customary anti-dilution adjustments. The terms of the Convertible Debentures restrict the conversion of Convertible Debentures by Yorkville if such a conversion would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such a conversion would cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of Common Shares under the rules of Nasdaq, unless prior shareholder approval is obtained. Pursuant to the terms of the Convertible Debentures, following certain trigger events, and until a subsequent cure event, NioCorp will be required to redeem $1,125 aggregate principal amount of Convertible Debentures (the “Triggered Principal Amount”) each month by making cash payments to the Investors, on a pro rata basis, in an amount equal to the Triggered Principal Amount, plus accrued and unpaid interest thereon, if any, plus a redemption premium of 7% of the Triggered Principal Amount. Such monthly prepayments under the terms of the Convertible Debentures are triggered (i) at the time when NioCorp has issued 95% of the total amount of Common Shares pursuant to the Yorkville Convertible Debt Financing that it may issue under applicable Nasdaq rules or (ii) when NioCorp has delayed or suspended the effectiveness or use of the Convertible Debt Financing Registration Statement for more than 20 consecutive calendar days, and such monthly prepayment obligations will continue until, with respect to (i) above, shareholder approval is obtained or, with respect to (ii) above, the Investors may once again resell Common Shares under the Convertible Debt Financing Registration Statement, respectively. The Convertible Debentures may also be redeemed at NioCorp’s option at any time and from time to time over their term at a redemption price equal to 110 In conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267 8.9422 50 cash or, if at any time there is no effective registration statement registering, or no current prospectus available for, the resale of the underlying Common Shares, on a cashless exercise basis. 1/12th of the Financing Warrants will expire on each of the first 12 monthly anniversaries of the date that is six months following the Closing Date. The Financing Warrants have customary anti-dilution adjustments. The terms of the Financing Warrants restrict the exercise of Financing Warrants by Yorkville if such an exercise would cause Yorkville to exceed certain beneficial ownership thresholds in NioCorp or such an exercise would cause the aggregate number of Common Shares issued pursuant to the Yorkville Convertible Debt Financing Agreement to exceed the thresholds for issuance of Common Shares under the rules of the Nasdaq, unless prior shareholder approval is obtained. The Financing Warrants were originally recorded as a $ 2,704 3,337 633 The Company allocated the net proceeds of $15,360 from the Convertible Debentures as follows: ● $ 2,704 of 4.33 0 64.6 6 18 ● $ 12,656 503 Changes in the Convertible Debentures are as follows: Amount Opening balance, March 17, 2023 $ 12,153 Accretion expense 1,962 Principal and accrued interest converted ( 3,554 ) Balance, June 30, 2023 10,561 Accretion expense 4,489 Principal and accrued interest converted ( 14,479 ) Balance, June 30, 2024 $ 571 Less: Unamortized debt issuance costs ( 21 ) Remaining principal balance, June 30, 2024 $ 550 Upon conversion, the portion of remaining unamortized issuance costs associated with the conversion are recognized as a component of interest expense. The following table discloses the components of interest expense associated with the Convertible Debentures. For the year ending June 30, Component of Interest Expense 2024 2023 Contractual interest $ 279 $ 225 Amortization of discount and issuance costs 4,210 1,737 Total $ 4,489 $ 1,962 The Convertible Debentures contain events of default customary for instruments of their type (with customary grace periods, as applicable) and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to NioCorp, all outstanding Convertible Debentures will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then any holder may declare all of its Convertible Debentures to be due and payable immediately. The Company obtained a waiver from Yorkville with respect to any acceleration rights it may have under the Convertible Debentures in connection with the restatements of the Company’s consolidated financial statements for the periods ended September 30, 2022 and December 31, 2022 and the delay in filing the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023. The Yorkville Convertible Debt Financing Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to use the proceeds from the Yorkville Convertible Debt Financing to repay related party debt or to enter into any variable rate transaction other than with Yorkville, subject to certain exceptions. Based on the Company’s closing Common Share price of $ 1.73 11,500 On July 19, 2024, the Company and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the remaining principal and outstanding accrued interest of $554 remaining under the Convertible Debenture into Common Shares in exchange for a $95 make-whole payment. April 2024 Notes On April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (together with Yorkville, the “April 2024 Purchasers”), $8,000 aggregate principal amount of unsecured notes (the “April 2024 Notes”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”), between the Company and each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of April 2024 Notes issued to each April 2024 Purchaser, Warrants (the “April 2024 Warrants”) to purchase up to 615,385 Common Shares (the “April 2024 Warrants Shares”), which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization. The April 2024 Warrants expire on April 12, 2027. Pursuant to the April 2024 Purchase Agreement, the April 2024 Purchasers advanced an aggregate of $6,935 to the Company in consideration of the issuance by the Company to the April 2024 Purchasers of $8,000 aggregate principal amount of the April 2024 Notes and April 2024 Warrants. Under the terms of the April 2024 Notes, subject to certain exceptions, on the first day of each calendar month, beginning on June 1, 2024 (excluding August 2024) (the “Payment Date”), the Company will be required to repay a portion of the outstanding balance of all of the April 2024 Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1,400 of principal (or the outstanding principal if less than such amount) in the aggregate among all of the outstanding Notes, plus (ii) 8.0% of the principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest, if any, as of the Payment Date. The Company is required to make payments on each Payment Date until the entire outstanding principal is repaid but will not have an obligation to make a payment on a Payment Date if certain equity conditions (the “Equity Conditions”) are satisfied. Subject to certain limitations contained within the April 2024 Notes, holders of the April 2024 Notes will be entitled to convert the principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each April 2024 Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted divided by a fixed conversion price of $2.75 per Common Share up to a maximum of 3,141,817 Common Shares (together with the April 2024 Warrant Shares, the “April 2024 Underlying Shares”). The terms of the April 2024 Notes restrict the conversion of the April 2024 Notes by a holder if such a conversion would cause such holder to exceed certain ownership thresholds in the Company. As noted above, the Company is required to make payments on each Payment Date until the entire outstanding principal is repaid, but will not have an obligation to make a payment on a Payment Date if the Equity Conditions are satisfied (a “deferred payment”). The Equity Conditions means (i) on each of the five consecutive trading days prior a Payment Date (the “Measuring Period”) the Underlying Shares Registration Statement (as defined below) is effective and available for the resale by the Purchasers of all Underlying Shares, (ii) the Company has no knowledge of any fact that would cause the Underlying Shares Registration Statement not to be effective and available for the resale of the Underlying Shares, (iii) on each day during the Measuring Period, the Common Shares are designated for quotation on Nasdaq, or on such other market or exchange on which the Common Shares are then listed or traded to the extent such other market or exchange is the principal U.S. trading market for the Common Shares (the “Principal U.S. Market”), and have not been suspended from trading nor have delisting or suspension of trading been threatened or pending, (iv) during the Measuring Period, an event of default has not occurred, (v) on each trading day during the Measuring Period, the daily U.S. dollar volume-weighted average price (“VWAP”) for a Common Share on the Principal U.S. Market as reported by Bloomberg Financial Markets is greater than 120% of the Conversion Price, (vi) on each trading day during the Measuring Period the average daily volume traded exceeded $500, and (vii) there is no limitation on conversion under the terms of Notes. Deferred payments, if any, that are not subsequently converted into Common Shares by the holders of the April 2024 Notes will require repayment by the Company upon maturity. The April 2024 Notes are the unsecured obligations of the Company and will mature on December 31, 2024. The April 2024 Notes will incur a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of default). The outstanding principal amount, accrued and unpaid interest, if any, and the Payment Premium, if any, on the April 2024 Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the April 2024 Notes at their stated maturity, upon their redemption, or otherwise. The April 2024 Notes may also be redeemed at the Company’s option at any time and from time to time over their term at a redemption price equal to the principal amount being redeemed, plus the Payment Premium, plus accrued and unpaid interest, if any, as of the redemption date. The April 2024 Notes contain events of default customary for instruments of their type (with customer grace periods, as applicable) and provide that, upon the occurrence of an event of default arising from certain events of bankruptcy or insolvency with respect to the company, all outstanding April 2024 Notes will become due and payable immediately without further action or notice. If any other type of event of default occurs and is continuing, then any holder may declare all of its April 2024 Notes to be due and payable immediately. The April 2024 Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations by each party. The representations, warranties and covenants contained in the April 2024 Purchase Agreement were made only for purposes of the April 2024 Purchase Agreement and as of specific dates, were solely for the benefit of the parties to such agreement and are subject to certain important limitations. The April 2024 Purchase Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to use the proceeds from the April 2024 Purchase Agreement to repay related party debt or to enter into any variable rate transaction other than with Yorkville, subject to certain exceptions, and to distribute proceeds from the April 2024 Purchase Agreement to subsidiaries other than ECRC and 0896800 B.C. Ltd. (together with ECRC, the “Guarantors”), upon the entry by the Guarantors into a global guaranty agreement, dated as of April 11, 2024, among the Guarantors in favor of the Purchasers (the “Guaranty Agreement”). Pursuant to the Guaranty Agreement, the Guarantors guaranteed the full, prompt and unconditional payment when due (whether at maturity , by acceleration or otherwise), and the performance of all liabilities, agreements and other obligations of NioCorp to the April 2024 Purchasers contained in the April 2024 Notes, the April 2024 Warrants and the April 2024 Purchase Agreement, to the extent such liabilities, agreements and obligations are payable in cash. Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that April 2024 Warrants met the definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of NioCorp Common Shares would require shareholder approval. As such, the April 2024 Warrants were recognized as warrant liabilities on the consolidated balance sheet and were measured at their inception date fair value and subsequently remeasured at each reporting period with changes being recorded as a non-operating gain or loss in the consolidated statement of operations and comprehensive loss. The Company elected to value the April 2024 Notes at fair value in accordance with ASC 815-15-25. The fair value of the April 2024 Notes was estimated using a Monte Carlo simulation pricing model and the April 2024 Notes were classified as Level 3 instruments. The Company incurred transaction costs totaling $ 474 Components and initial valuations associated with the April 2024 Notes were comprised of the following amounts: ● $ 902 ● $ 10,315 4,256 The following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes: Key Valuation Input June 30, April 12, Closing Common Share price $1.73 $3.11 Term (expiry) December 31, 2024 December 31, 2024 Weighted average of the equity volatility and implied volatility of the public warrants 80% 66.0% Risk-free rate 5.33% 5.26% Implied discount rate 15.0% 15.0% The following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024: Amount Fair value, April 12, 2024 $ 10,315 Principal payments (1,512 ) Change in fair value (1,714 ) Balance, June 30, 2024 $ 7,089 Remaining principal balance, June 30, 2024 $ 7,128 The following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants. Key Valuation Input June 30, April 12, Closing Common Share price $ 1.73 $ 3.24 Term (years) 2.78 3.0 Historic equity volatility 66.34 % 62.39 % Risk-free rate 4.57 % 4.77 % The following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June 30, 2024. Amount Fair value as of April 12, 2024 $ 902 Change in fair value ( 604 ) Fair value as of June 30, 2024 $ 298 |
CLASS B COMMON STOCK OF ECRC
CLASS B COMMON STOCK OF ECRC | 12 Months Ended |
Jun. 30, 2024 | |
Class B Common Stock Of Ecrc | |
CLASS B COMMON STOCK OF ECRC | 10. CLASS B COMMON STOCK OF ECRC Pursuant to the Business Combination Agreement, the Sponsor Support Agreement, and the Exchange Agreement, after the Closing, the GXII founders have the right to exchange shares of Class B common stock of ECRC for Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions. All 7,957,404 June 30, 2023. 4,565,808 3,391,596 On February 28, 2024 and May 16, 2024, 243,692 Vested Shares and 40,000 Vested Shares, respectively, 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. All of the shares of Class B common stock of ECRC are subject to the Amended and Restated Registration Rights Agreement, dated as of March 17, 2023 (the “Registration Rights and Lock-up Agreement”), among NioCorp, GXII, the Sponsor, the pre-Closing directors and officers of NioCorp and the other parties thereto, including the members of the Sponsor. Pursuant to Registration Rights and Lock-up Agreement, all shares of Class B common Stock of ECRC (including the Vested Shares and the Released Earnout Shares) are subject to certain “lock-up” restrictions on transfer beginning upon the Closing and ending upon the earlier of (i) one year after the Closing and (ii) the date on which the trading price of Common Shares exceeds certain thresholds or the date on which NioCorp completes a transaction that results in all of NioCorp’s shareholders having the right to exchange their Common Shares for cash, securities or other property. Both Vested Shares and Released Earnout Shares may be exchanged by the holders into Common Shares at any time. Under the Exchange Agreement, all Vested Shares and Earnout Shares must be exchanged for Common Shares by the Ten-Year Anniversary except for Released Earnout Shares that have been vested for a period of fewer than twenty-four months as of the Ten-Year Anniversary. Such Released Earnout Shares will be forfeited if not exchanged for Common Shares by the date that is twenty-four months after the vesting date. Vested Shares As the exchange of Vested Shares are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. Adjustments to the carrying value of the redeemable noncontrolling interest associated with redemptions are recorded by reclassifying the proportionate amount of mezzanine equity to permanent equity. Earnout Shares The Earnout Shares vest (the “Released Earnout Shares”) in two equal tranches based upon achieving market share price milestones of approximately $12.00 per Common Share and approximately $15.00 per Common Share, respectively, prior to the Ten-Year Anniversary, or upon a change in control as defined in the underlying agreement. The Earnout Shares were classified as a liability due to failure to meet the equity classification criteria under ASC 815-40, as Level 3 instruments under the fair value hierarchy and are considered a financial liability under ASC 480, Distinguishing Liabilities from Equity. The Earnout Shares were measured at fair value on the Closing Date with subsequent changes in fair value recorded in earnings. The Earnout Shares were valued utilizing a Monte Carlo simulation pricing model. The following table discloses the primary inputs into the Monte Carlo models. The following table discloses the primary inputs into the Monte Carlo models. Key Valuation Input June 30, June 30, March 17, Closing Common Share price $1.73 $5.03 $7.00 Term (expiry) March 17, 2033 March 17, 2033 March 17, 2033 Implied volatility of Public Warrants 65.0 33.5 19.5 Risk-free rate 4.35 3.83 3.39 The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June 30, 2024: Amount Fair value as of March 17, 2023 $ 13,195 Change in fair value ( 2,674 ) Fair value as of June 30, 2023 10,521 Change in fair value ( 6,704 ) Fair value as of June 30, 2024 $ 3,817 |
COMMON SHARES
COMMON SHARES | 12 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
COMMON SHARES | 11. COMMON SHARES a) Issuances Fiscal Year 2024 Issuances 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 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 On June 24, 2024, the Company closed a non-brokered private placement (the “June 2024 Private Placement”) of units of the Company (the “June 2024 Units”). A total of 315,000 June 2024 Units were issued at a price per June 2024 Unit of $1.91, for total gross proceeds to the Company of $ 602 The June 2024 Warrants were classified as an equity instrument and accordingly, the net proceeds of $602 were allocated based on the relative fair values of the Common Shares and the June 2024 Warrants on the date of issuance. The amount allocated to the fair value of the June 2024 Warrants was $ 161 441 2.0 4.73 73.92 0 Fiscal Year 2023 Issuances In addition to the Common Shares issued in connection with the GXII Transaction, as discussed in Note 5, the following Common Share issuances occurred during fiscal year 2023: On April 28, 2023, the Company closed a registered direct offering and issued 314,465 Common Shares for $2,000, before deducting share issuance costs of $172. The Common Shares were sold pursuant to a securities purchase agreement, dated April 26, 2023, between the Company and a fund managed by Kingdon Capital Management, LLC. On June 9, 2023, the Company issued 100,000 Common Shares under the Yorkville Equity Facility Financing Agreement (discussed below) in exchange for $488 in cash proceeds. The Company recorded a non-cash operating expense of $13 which represented the difference between the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on the issuance date. b) Stock Options On January 19, 2024, the Company’s shareholders voted to approve an amendment and restatement of its long-term incentive plan (the “2017 Amended Long-Term Incentive Plan”) and the granting of incentive securities thereunder until January 19, 2027. 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, 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 1-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: Schedule of stock option Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Balance, June 30, 2023 1,541,500 $ 7.19 Granted 1,625,000 2.99 Exercised (7,800 ) 3.95 Cancelled/expired (663,200 ) 5.88 Balance, June 30, 2024 2,495,500 $ 4.78 $ - 3.44 As of June 30, 2024, 100 was immaterial, and as of June 30, 2024, 2,779 1,794 The following table summarizes the weighted average information and assumptions used to determine option costs: Year ended June 30, 2024 2023 Fair value per option granted during the period $1.71 $3.09 Risk-free interest rate 4.25 % 3.30 % Expected dividend yield 0 % 0 % Expected stock price volatility (historical basis) 63.2 % 63.6 % Expected option life in years 5.0 3.0 Prior to January 1, 2024, the Company concluded that under ASU 718, Compensation – Stock Compensation (Topic 718) On March 28, 2024, 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 Warrant transactions are summarized as follows. Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using end of period foreign currency exchange rates. Warrants Weighted Average Exercise Price Balance, June 30, 2022 1,851,622 $ 8.99 Granted: Yorkville financing warrants 1,789,267 8.94 GXII warrants 15,666,626 11.50 Expired (491,211 ) 11.67 Balance, June 30, 2023 18,816,304 10.98 Granted 1,593,817 3.33 Expired (1,846,560 ) 8.67 Balance, June 30, 2024 18,563,561 10.53 At June 30, 2024, the Company has outstanding exercisable warrants, as follows: Number Exercise Price Expiry Date 855,800 C$ 9.70 February 19, 2025 447,318 $8.94 (1) 250,000 $4.60 September 1, 2025 413,432 $3.54 December 22, 2025 315,000 2.20 June 24, 2025 615,385 $3.25 April 12, 2027 15,666,626 $11.50 March 17, 2028 18,563,561 (1) Expires in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024. In connection with the Closing, pursuant to the Business Combination Agreement, the Company assumed the GXII Warrant Agreement and each GXII Warrant thereunder that was issued and outstanding immediately prior to the Closing Date was converted into one NioCorp Assumed Warrant pursuant to the GXII Warrant Agreement, as amended by an Assignment, Assumption and Amendment Agreement, dated March 17, 2023, among the Company, GXII, Continental Stock Transfer & Trust Company, as the existing warrant agent, and Computershare Inc. and its affiliate, Computershare Trust Company, N.A, together as the successor warrant agent (the “NioCorp Assumed Warrant Agreement”). In connection with the Closing, NioCorp issued (a) 9,999,959 5,666,667 Each NioCorp Assumed 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). Public Warrants The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii) the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders (iii) there is an effective registration statement covering the Common Shares issuable upon exercise of the Public Warrants, and a current prospectus relating thereto, available through the redemption date. Upon issuance of a redemption notice by the Company, the warrant holders will have until the redemption date to exercise for cash, or, at the Company’s election, on a cashless basis. The Public Warrants are not precluded from equity classification and are accounted for as such on the date of issuance, and each balance sheet date thereafter. Because the 2023 Transactions resulted in an excess of liabilities over assets acquired, no value was ascribed to the Public Warrants. Private Warrants 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 accounts for the Private Warrants assumed in the 2023 Transactions in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the Private Warrants do not meet the criteria for equity treatment thereunder, each Private Warrant must be recorded as a liability. This liability is carried as a component of Warrant Liabilities on the consolidated balance sheet and is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to its current fair value, with the change in fair value recognized in the consolidated statement of operations and comprehensive loss. The Company will reassess the classification at each balance sheet date. The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a Black Scholes model with the following assumptions: Key Valuation Input June 30, 2024 June 30, 2023 March 17, 2023 Stock price on valuation date $ 1.73 $ 5.03 $ 7.00 Strike price $ 11.50 $ 11.50 $ 11.50 Implied volatility of Public Warrants 69.0 % 33.5 % 19.5 % Risk free rate 4.45 % 4.18 % 3.47 % Dividend yield 0 % 0 % 0 % Expected warrant life in years 3.7 4.7 5.0 The change in the Private Warrants liability is presented below: Amount Initial valuation, March 17, 2023 $ 2,987 Change in valuation 292 Valuation at June 30, 2023 3,279 Change in valuation (1,926 ) Valuation at June 30, 2024 $ 1,353 d) Yorkville Equity Facility Financing Concurrent with the closing of the GXII Transaction, the Yorkville Equity Facility Financing became effective. Pursuant to the Yorkville Equity Facility Financing Agreement, Yorkville committed to purchase up to $65,000 of Common Shares (the “Commitment Amount”), at NioCorp’s direction from time to time for a period commencing upon the Closing Date and ending on the earliest of (i) the first day of the month next following the 36-month anniversary of the Closing, (ii) the date on which Yorkville shall have made payment of the full Commitment Amount and (iii) the date that the Yorkville Equity Facility Financing Agreement otherwise terminates in accordance with its terms (the “Commitment Period”), subject to certain limitations and the satisfaction of the conditions in the Yorkville Equity Facility Financing Agreement. The Common Shares that may be sold pursuant to the Yorkville Equity Facility Financing Agreement would be purchased by Yorkville at a purchase price equal to 97% of the daily volume-weighted average price of the Common Shares on Nasdaq or such other principal U.S. market for the Common Shares if the Common Shares are ever listed or traded on the New York Stock Exchange or the NYSE American as reported by Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing) during the applicable pricing period, which is a period during a single trading day or a period of three consecutive trading days, at the Company’s option and subject to certain restrictions, in each case, defined based on when an Advance Notice (as defined in the Yorkville Equity Facility Financing Agreement) is submitted, subject to certain limitations. Pursuant to the terms of the Yorkville Equity Facility Financing Agreement, NioCorp issued 81,213 of Common Shares (the “Commitment Shares”) valued at $650 to Yorkville as consideration for its irrevocable commitment to purchase Common Shares under the Yorkville Equity Facility Financing Agreement. On June 9, 2023, NioCorp issued and sold 100,000 Common Shares to Yorkville under the Yorkville Equity Facility Financing Agreement. Additionally, NioCorp is required to pay Yorkville an aggregate fee of $1,500 in cash (the “Cash Fee”), including $500 that NioCorp paid on the Closing Date and an additional $250 NioCorp was paid as of June 30, 2023. NioCorp will pay the remaining $750 balance in installments over a 12-month period following the Closing Date, provided that it will have the right to prepay without penalty all or part of the remaining installments of the Cash Fee at any time. In addition, legal and other costs of $496 were incurred in connection with the Yorkville Equity Facility Financing and were expensed on the effective date. The following amounts related to the Yorkville Equity Facility Financing Agreement were expensed as other operating costs during the year ended June 30, 2023: Schedule of expenses as other operating costs Amount Yorkville Cash Fee $ 1,500 Fair value of Commitment Shares issued 650 Legal and other related costs 496 Costs expensed to other operating expense $ 2,646 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 12. RELATED PARTY TRANSACTIONS AND BALANCES The Company was party to a non-revolving credit facility agreement (the “Smith Credit Facility”) with Mark Smith, Chief Executive Officer, President, and Executive Chairman of NioCorp, which expired on June 30, 2023. The Smith Credit Facility bore interest at a rate of 10 2.5 Changes in the Smith Credit Agreement principal balance are as follows: For the year ending June 30,2023 Beginning balance $ 2,000 Amounts advanced 1,130 Repayments ( 3,130 ) Balance, end of period $ - On March 22, 2023, the Company repaid Mr. Smith $ 1,841 1,289 28 183 |
EXPLORATION EXPENDITURES
EXPLORATION EXPENDITURES | 12 Months Ended |
Jun. 30, 2024 | |
Exploration Expenditures | |
EXPLORATION EXPENDITURES | 13. EXPLORATION EXPENDITURES Schedule of exploration expenditures For the year ended 2024 2023 Feasibility study and engineering $ 353 $ 410 Field management and other 503 738 Metallurgical 1,678 4,174 Geologists and field staff 18 26 Total $ 2,552 $ 5,348 |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2024 | |
Leases | |
LEASES | 14. LEASES Effective February 2023, the Company entered into a 39-month corporate office lease extension and recognized a corresponding ROU asset and lease liability of $198 associated with this extension, based on a discount rate of 16 As of June 30, 2024 and 2023, the Company had one corporate office lease with a remaining lease term of 2.6 3.6 71 93 The Company incurred lease costs as follows: For the year ended June 30, 2024 2023 Operating Lease Cost: Fixed rent expense $ 90 $ 83 Variable rent expense 14 13 Short term lease cost 9 10 Sublease income (32 ) (33 ) Net lease cost – other operating expense $ 81 $ 73 The maturity of lease liabilities is as follows at June 30, 2024: Fiscal Year Lease Maturities 2025 96 2026 98 2027 50 Total lease payments 244 Less amount of payments representing interest (44 ) Present value of lease payments 200 Less current portion of operating lease liability (95 ) Noncurrent operating lease liability $ 105 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES Domestic and foreign components of loss before income taxes for the years ended June 30, 2024 and 2023 are as follows: For the year ended June 30, 2024 2023 Canada $ 8,319 $ 34,606 United States 3,679 6,006 United Kingdom 39 - Total $ 12,037 $ 40,612 The following table is a reconciliation of income taxes at statutory rates: For the year ended June 30, 2024 2023 Loss before income taxes $ 12,037 $ 40,612 Combined Canadian federal and provincial statutory income tax rate 27 % 27 % Income tax benefit at statutory tax rates 3,250 10,965 Foreign rate differential (62 ) (131 ) Earnout shares liability 1,810 (2,841 ) Warrant liability 506 (1,518 ) GXII transaction costs - (925 ) Share based compensation (747 ) (412 ) Accretion expense (1,138 ) (496 ) Convertible note valuation (607 ) - Loss on debt extinguishment - (54 ) Capital loss rate differential - (2 ) Change in estimates related to prior years (160 ) 14 Other 5 45 Change in valuation allowance (2,718 ) (4,341 ) Income tax benefit $ 139 $ 304 Income tax benefit for the year ends June 30, 2024 and 2023 were derived solely from our U.S. operations. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows: As of June 30, 2024 2023 Deferred tax assets Net operating losses available for future periods $ 14,177 $ 11,893 Mineral interests 9,438 9,477 Startup and organizational costs 1,987 2,132 Research and development costs 1,419 1,060 Share issuance/financing costs 635 446 Capital losses available for future periods 456 419 Other 69 36 Total deferred tax assets 28,181 25,463 Valuation allowance (28,181 ) (25,463 ) Net deferred tax assets $ - $ - Changes in the valuation allowance are as follows: For the year ended June 30, 2024 2023 Valuation allowance, beginning of year $ (25,463 ) $ (18,948 ) Current year additions (2,718 ) (4,341 ) Startup and organizational costs acquired - (2,174 ) Valuation allowance, end of year $ (28,181 ) $ (25,463 ) The Company acquired a federal income tax payable of $ 443 28,181 operating loss carryforwards in Canada and mineral interests due to deferred exploration expenditures in the United States, where the utilization of such attributes is not more likely than not. The Company has the following cumulative net operating losses for Canadian and U.S. income tax purposes and these carryforwards will generally expire between 2028 and 2044. As a result of the Tax Cuts and Jobs Act of 2017, U.S. tax losses incurred for our tax years ending on and after June 30, 2019, totaling $ 3,924 Schedule of cumulative net operating losses As of June 30, Jurisdiction 2024 2023 Canada $ 47,623 $ 40,267 United States 4,905 3,491 United Kingdom 39 - Total $ 52,567 $ 43,758 In addition, the Company has a Canadian capital loss carryforward of $ 3,388 7,018 At June 30, 2024 and 2023, we had no undistributed earnings of foreign subsidiaries that would be subject to income tax upon distribution to Canada from a foreign subsidiary. As such, as of June 30, 2024 and 2023, we did not provide for deferred taxes on any such earnings of our foreign subsidiaries. The Company had no unrecognized tax benefits as of June 30, 2024 or 2023. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. The Company has not recognized any interest or penalties in the fiscal years presented in these consolidated financial statements. The Company is subject to income tax in the U.S. federal jurisdiction, the United Kingdom, and Canada. Certain years remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 16. FAIR VALUE MEASUREMENTS The Company measures the fair value of financial assets and liabilities based on U.S. GAAP guidance which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale, including investments in equity securities, are measured at fair value, with unrealized gains and losses being recognized in income. Financial instruments including receivables, accounts payable and accrued liabilities, and related party loans are carried at amortized cost, which management believes approximates fair value due to the short-term nature of these instruments. The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2024, and 2023, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points that are observable, such as quoted prices, interest rates, and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the financial instrument and include situations where there is little, if any, market activity for the instrument. Schedule of fair values determined by level 3 inputs are unobservable data As of June 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 2,012 $ 2,012 $ - $ - Investment in equity securities 4 4 - - Total $ 2,016 $ 2,016 $ - $ - Liabilities: April 2024 notes $ 7,089 $ - $ - $ 7,089 Earnout Shares liability 3,817 - - 3,817 Warrant liabilities 4,016 - 1,651 2,365 Total $ 14,922 $ - $ 1,651 $ 13,271 As of June 30, 2023 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 2,341 $ 2,341 $ - $ - Investment in equity securities 9 9 - - Total $ 2,350 $ 2,350 $ - $ - Liabilities: Earnout Shares liability $ 10,521 $ - $ - $ 10,521 Warrant liabilities 4,989 - 3,279 1,710 Total $ 15,510 $ - $ 3,279 $ 12,231 The Yorkville Convertible Debt Financing |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 17. SUBSEQUENT EVENTS Yorkville Consents On September 4, 2024, NioCorp entered into (i) a consent and waiver (the “Yorkville Consent”) to the April 2024 Note issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent, the “Consents”) to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to the April 2024 Purchase Agreement. The Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate of $ 1,176 336 1,176 Smith Loan Agreement On September 11, 2024, the Company and Mark Smith entered into a Loan Agreement (the “Smith Loan Agreement”) pursuant to which Mr. Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to $ 2,000 The Company will pay interest to Mr. Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10 will also receive an establishment fee equal to 2.5 Lind Consent Warrant Issuance On September 17, 2024, the Company’s Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742 2.308 5,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Development Stage Issuer | a) Development Stage Issuer The Company is considered to be a development stage issuer under Subpart 1300 of Regulation S-K of the United States Securities Act of 1933, as amended (“S-K 1300”), and it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to seek additional funding to support the completion of its exploration and development activities. The Company’s activities are subject to significant risks and uncertainties, including its ability to secure sufficient funding to continue operations, to obtain proven and probable reserves, to comply with industry regulations and obtain permits necessary for development of the Elk Creek Project, as well as environmental risks and market conditions. |
Cash and Cash Equivalents, Policy [Policy Text Block] | b) Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90 days or less, and money market funds. The Company maintains the majority of its cash balances with two financial institutions. Accounts at banks in the United States (“U.S.”) are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to C$100. At June 30, 2024, the Company had $1,406 and $0 in excess of the FDIC and CDIC insured limits, respectively. |
Foreign Currency Translation | c) Foreign Currency Translation Functional and reporting currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The reporting currency for these consolidated financial statements is U.S. dollars. Change in functional currency Prior to March 17, 2023, the Company’s functional currency was the Canadian dollar. The Company re-assessed its functional currency and determined that on March 17, 2023, its functional currency changed from the Canadian dollar to the U.S. dollar based on significant changes in economic facts and circumstances in our organization. The change in functional currency was accounted for prospectively from March 17, 2023 and prior-period consolidated financial statements were not restated for the change in functional currency. For both monetary and non-monetary assets and liabilities, translated balances as of March 17, 2023 became the new accounting basis. The exchange rate on the date of change became the historical rate at which non-monetary assets and liabilities were translated in subsequent periods. There was no effect on the cumulative translation adjustment on the consolidated basis. Previously recorded cumulative translation adjustments were not reversed. The functional currency for the Company’s Canadian subsidiary, 0896800 BC Ltd., which has no independent operations from its parent, also changed from the Canadian dollar to the U.S. dollar. The functional currency for Elk Creek Resources Corp. remains as the U.S. dollar. Transactions in foreign currency Transactions made in a currency other than the functional currency are remeasured to the functional currency at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the exchange rate at that date and non-monetary assets and liabilities are remeasured at historical rates. Foreign currency translation gains and losses are included in profit or loss. Translation to reporting currency Translation gains and losses from the application of the U.S. dollar as the reporting currency for all periods prior to March 17, 2023 (when the Canadian dollar was the functional currency) are included as part of cumulative currency translation adjustment, which is reported as a component of shareholders’ equity under accumulated other comprehensive loss. |
Mineral Properties | d) Mineral Properties Mineral property acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of Common Shares issued as consideration. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral property acquisition costs at such time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves under S-K 1300, and the Company’s board of directors (the “Board”) has approved the commencement of formal development activities, development costs related to such reserves and incurred after such board approval will be considered for capitalization. The establishment of proven and probable reserves is based on results of feasibility studies, which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off. The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value. There was no impairment recorded to mineral properties as of June 30, 2024 or 2023, respectively. |
Long Lived Assets | e) Long Lived Assets Long-lived assets, other than mineral properties, held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There was no impairment recorded to long-lived assets as of June 30, 2024 or 2023, respectively. |
Leases | f) Leases Under Accounting Standards Codification (“ASC”) 842, Leases ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. |
Convertible Debt Carriedat Fair Value [Text Block] | g) Convertible Debt Carried at Fair Value With regard to the Company’s debt related to the convertible promissory notes issued in April 2024 (as further discussed in Note 9), the Company has elected to account for these notes at fair value per the provisions of ASC Topic 815, Derivatives and Hedging |
Warrants | h) Warrants We apply relevant accounting guidance for warrants to purchase our stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, we follow guidance issued within ASC 480, Distinguishing Liabilities from Equity |
Earnout Shares Policy | i) Earnout Shares Earnout Shares are classified as a liability due to failure to meet the equity classification criteria under ASC 815-40. The Earnout Shares are measured at fair value upon issuance and subsequently remeasured at each reporting period using a Monte Carlo simulation methodology, which includes inputs such as NioCorp’s Common Share price, the risk-free interest rate, the expected term, the weighted average of historical Common Share volatility and implied volatility underlying the Company’s Public Warrants, the dividend rate, the conversion price, and the number of Earnout Shares outstanding. Assumptions used in the model are subjective and require significant judgment. |
Financial Instruments | j) Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, receivables, equity securities, accounts payable and accrued liabilities, notes payable, convertible debt, and the related party loan. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from its financial instruments. The fair values of these instruments approximate their carrying value unless otherwise noted. |
Concentration of Credit Risk | k) Concentration of Credit Risk The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents, The Company holds investments or maintains available cash primarily in two commercial banks located in Vancouver, British Columbia and Santa Clara, California. As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions. |
Asset Retirement Obligation | l) Asset Retirement Obligation The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration and evaluation activities. The estimated costs associated with environmental remediation obligations are accrued in the period in which the liability is incurred if it is reasonably estimable or known. Until such time that a project life is established, the Company records the corresponding cost as an exploration stage expense and has accrued $ 48 48 Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of the Elk Creek Project, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the consolidated statement of operations and comprehensive loss in the period an estimate is revised. |
Income Taxes | m) Income Taxes Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25, “Income Taxes – Recognition.” |
Reverse Stock Split | n) Reverse Stock Split On March 17, 2023, the Company effected a reverse stock split (the “Reverse Stock Split”) on the basis of one (1) post-Reverse Stock Split Common Share for every ten (10) pre-Reverse Stock Split Common Shares issued and outstanding, with any fractional shares resulting from the Reverse Stock Split rounded down to the nearest whole share. Immediately after the Reverse Stock Split, there were 30,000,442 Common Shares issued and outstanding. All references to share and per share amounts (excluding authorized shares) in the consolidated financial statements and accompanying notes have been retroactively restated to reflect the Reverse Stock Split. |
Redeemable Noncontrolling Interest | o) Redeemable Noncontrolling Interest Redeemable Noncontrolling Interest refers to non-controlling interest associated with the Vested Shares that are redeemable upon the occurrence of an event that is not solely within the Company’s control and is reported in the mezzanine section between total liabilities and shareholders’ deficit, as temporary equity in the Company’s consolidated balance sheets. The Company’s non-controlling interest is redeemable at fair value, and no adjustment to the earnings per share numerator is required because redemption at fair value is not considered an economic distribution different from other common stockholders. |
Basic and Diluted Per Share Disclosure | p) Basic and Diluted Per Share Disclosure Basic earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted average number of Common Shares outstanding during the period. The Company considers Vested Shares and Released Earnout Shares (each as defined in Note 10), to be participating securities, requiring the use of the two-class method. Diluted earnings (loss) per share represents net earnings (loss) attributable to common shareholders divided by the weighted average number of Common Shares outstanding, inclusive of the dilutive impact of all potentially dilutive securities outstanding during the period, as applicable. The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders: For the year ended June 30, 2024 2023 Net loss $ (11,898 ) $ (40,308 ) Adjust: Net loss attributable to noncontrolling interest 458 (251 Net loss available to participating securities (11,440 ) (40,057 ) Net loss attributable to Vested Shares 967 1,528 Net loss attributed to common shareholders - basic and diluted $ (10,473 ) $ (38,529 ) Denominator: Weighted average shares outstanding – basic and diluted 34,320,024 28,705,840 Loss per Common Share outstanding – basic and diluted $ (0.31 ) $ (1.34 ) The following shares underlying options, warrants, and outstanding convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the years ended June 30, 2024 and 2023, as indicated below. Schedule of excluded from the dilutive securities For the year ended June 30, 2024 2023 Excluded potentially dilutive securities (1)(2) Options 2,495,500 1,541,500 Warrants 18,563,561 18,816,304 Convertible debt 2,849,000 2,871,660 Total potentially dilutive securities 23,908,061 23,229,464 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. (2) Earnout Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period. |
Share Based Compensation | q) Share Based Compensation The Company grants stock options to directors, officers, employees, and business advisors. Option terms and vesting conditions are at the discretion of the Board. Prior to March 31, 2023, the option exercise price was equal to the closing market price on The Toronto Stock Exchange (the “TSX”) on the day preceding the date of grant. Effective March 21, 2023, the option exercise price is equal to the closing market price on the Nasdaq Stock Market LLC (“Nasdaq”) on the day preceding the date of the grant. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company recognizes forfeitures as they occur. |
Recent Accounting Standards | r) Recent Accounting Standards Issued and Not Effective In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption. |
BASIS OF PREPARATION (Tables)
BASIS OF PREPARATION (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
These consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table. All intercompany transactions and balances have been eliminated. | These consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table. All intercompany transactions and balances have been eliminated. Subsidiary Jurisdiction of incorporation Ownership at June 30, 2024 2023 0896800 BC Ltd. (“0896800”) British Columbia, Canada 100% 100% Elk Creek Resources Corp. Nebraska, USA N/A 100 Elk Creek Resources Corp. (“ECRC”) Delaware, USA 79.7 (1) 79.1 (1) NioCorp Technologies Limited United Kingdom 100 NA (1) Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596 Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders: | The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common shareholders: For the year ended June 30, 2024 2023 Net loss $ (11,898 ) $ (40,308 ) Adjust: Net loss attributable to noncontrolling interest 458 (251 Net loss available to participating securities (11,440 ) (40,057 ) Net loss attributable to Vested Shares 967 1,528 Net loss attributed to common shareholders - basic and diluted $ (10,473 ) $ (38,529 ) Denominator: Weighted average shares outstanding – basic and diluted 34,320,024 28,705,840 Loss per Common Share outstanding – basic and diluted $ (0.31 ) $ (1.34 ) |
Schedule of excluded from the dilutive securities | Schedule of excluded from the dilutive securities For the year ended June 30, 2024 2023 Excluded potentially dilutive securities (1)(2) Options 2,495,500 1,541,500 Warrants 18,563,561 18,816,304 Convertible debt 2,849,000 2,871,660 Total potentially dilutive securities 23,908,061 23,229,464 (1) The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. (2) Earnout Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period. |
2023 GXII TRANSACTION (Tables)
2023 GXII TRANSACTION (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and Comprehensive Loss for the year ended June 30, 2023: | After the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became available to the Company. The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and Comprehensive Loss for the year ended June 30, 2023: Amount Gross cash proceeds, net of transaction costs incurred by GXII $ 2,168 Less: Cash costs associated with the 2023 Transactions: Net liabilities assumed 392 Yorkville Equity Facility Financing Agreement – cash costs 1,996 Transaction costs expensed 6,715 Non-cash costs associated with the 2023 Transactions: Private Warrants assumed at fair value 2,987 Earnout Shares assumed at fair value 13,195 Yorkville Equity Facility Financing Agreement – shares issued 650 Total transaction related losses incurred $ 23,767 |
The number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows | The number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows Common Shares Percentage Legacy NioCorp Shareholders 28,246,621 93.90 % Former GXII Class A Shareholders (1) 1,753,821 5.83 % Other (2) 81,213 0.27 % Total Common Shares Outstanding Upon Completion of 2023 Transactions 30,081,655 100 % (1) Includes 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services. (2) Represents Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement. |
LAND AND BUILDINGS, NET (Tables
LAND AND BUILDINGS, NET (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of properties | Schedule of properties As of June 30, 2024 2023 Cost Accumulated Depreciation Net Cost Accumulated Depreciation Net Land $ 807 $ - $ 807 $ 807 $ - $ 807 Buildings and other 41 11 30 41 9 32 $ 848 $ 11 $ 837 $ 848 $ 9 $ 839 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of account payable and accrued liabilities | Schedule of account payable and accrued liabilities As of June 30, 2024 2023 Accounts payable, trade $ 1,417 $ 1,990 Trade payable accruals 350 1,324 Income taxes payable - 101 Environmental accruals 48 48 Loan origination fees payable to related party 28 28 Total accounts payable and accrued liabilities $ 1,843 $ 3,491 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | Schedule of convertible debt As of June 30, 2024 2023 Current Portion Yorkville convertible debentures: $ 571 $ - April 2024 notes 7,089 - Total Current Portion $ 7,660 $ - Noncurrent Portion – Yorkville convertible debenture $ - $ 10,561 |
Changes in the Lind III Convertible Security are as follows | Changes in the Lind III Convertible Security are as follows For the year ending Beginning balance $ 2,169 Fair value increase due to debt extinguishment 201 Conversions ( 1,950 ) Accretion expense 95 Payment at maturity ( 515 ) Balance, June 30, 2023 $ - |
The following table summarizes the components of the initial loss and final loss on extinguishment: | The following table summarizes the components of the initial loss and final loss on extinguishment: Component of loss 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 Additional Consent Payment booked (1) 300 Total loss on debt extinguishment $ 1,922 (1) Represents the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March 17, 2023. |
The change in the fair value of the Contingent Consent Warrants is presented below: | The change in the fair value of the Contingent Consent Warrants is presented below: Amount Initial valuation, September 25, 2022 $ 1,221 Change in valuation 489 Valuation at June 30, 2023 1,710 Change in valuation $ 655 Valuation at June 30, 2024 2,365 |
Schedule of valuation date and the probability calculated | Schedule of valuation date and the probability calculated Key Valuation Input June 30, 2024 June 30, 2023 September 25, 2022 Share price on valuation date $ 1.73 $ 5.03 $ 7.82 Volatility 68.0 % 63.0 % 62.4 % Risk free rate 4.40 % 4.11 % 3.93 % Probability of issuance 100.0 % 80.8 % 59.4 % |
Changes in the Convertible Debentures are as follows: | Changes in the Convertible Debentures are as follows: Amount Opening balance, March 17, 2023 $ 12,153 Accretion expense 1,962 Principal and accrued interest converted ( 3,554 ) Balance, June 30, 2023 10,561 Accretion expense 4,489 Principal and accrued interest converted ( 14,479 ) Balance, June 30, 2024 $ 571 Less: Unamortized debt issuance costs ( 21 ) Remaining principal balance, June 30, 2024 $ 550 |
The following table discloses the components of interest expense associated with the Convertible Debentures. | Upon conversion, the portion of remaining unamortized issuance costs associated with the conversion are recognized as a component of interest expense. The following table discloses the components of interest expense associated with the Convertible Debentures. For the year ending June 30, Component of Interest Expense 2024 2023 Contractual interest $ 279 $ 225 Amortization of discount and issuance costs 4,210 1,737 Total $ 4,489 $ 1,962 |
The following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes: | The following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes: Key Valuation Input June 30, April 12, Closing Common Share price $1.73 $3.11 Term (expiry) December 31, 2024 December 31, 2024 Weighted average of the equity volatility and implied volatility of the public warrants 80% 66.0% Risk-free rate 5.33% 5.26% Implied discount rate 15.0% 15.0% |
The following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024: | The following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024: Amount Fair value, April 12, 2024 $ 10,315 Principal payments (1,512 ) Change in fair value (1,714 ) Balance, June 30, 2024 $ 7,089 Remaining principal balance, June 30, 2024 $ 7,128 |
The following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants. | The following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants. Key Valuation Input June 30, April 12, Closing Common Share price $ 1.73 $ 3.24 Term (years) 2.78 3.0 Historic equity volatility 66.34 % 62.39 % Risk-free rate 4.57 % 4.77 % |
The following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June 30, 2024. | The following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June 30, 2024. Amount Fair value as of April 12, 2024 $ 902 Change in fair value ( 604 ) Fair value as of June 30, 2024 $ 298 |
CLASS B COMMON STOCK OF ECRC (T
CLASS B COMMON STOCK OF ECRC (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Class B Common Stock Of Ecrc | |
The following table discloses the primary inputs into the Monte Carlo models. | The following table discloses the primary inputs into the Monte Carlo models. Key Valuation Input June 30, June 30, March 17, Closing Common Share price $1.73 $5.03 $7.00 Term (expiry) March 17, 2033 March 17, 2033 March 17, 2033 Implied volatility of Public Warrants 65.0 33.5 19.5 Risk-free rate 4.35 3.83 3.39 |
The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June 30, 2024: | The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June 30, 2024: Amount Fair value as of March 17, 2023 $ 13,195 Change in fair value ( 2,674 ) Fair value as of June 30, 2023 10,521 Change in fair value ( 6,704 ) Fair value as of June 30, 2024 $ 3,817 |
COMMON SHARES (Tables)
COMMON SHARES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of stock option | Schedule of stock option Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Life Balance, June 30, 2023 1,541,500 $ 7.19 Granted 1,625,000 2.99 Exercised (7,800 ) 3.95 Cancelled/expired (663,200 ) 5.88 Balance, June 30, 2024 2,495,500 $ 4.78 $ - 3.44 |
The following table summarizes the weighted average information and assumptions used to determine option costs: | The following table summarizes the weighted average information and assumptions used to determine option costs: Year ended June 30, 2024 2023 Fair value per option granted during the period $1.71 $3.09 Risk-free interest rate 4.25 % 3.30 % Expected dividend yield 0 % 0 % Expected stock price volatility (historical basis) 63.2 % 63.6 % Expected option life in years 5.0 3.0 |
Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using end of period foreign currency exchange rates. | Warrant transactions are summarized as follows. Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using end of period foreign currency exchange rates. Warrants Weighted Average Exercise Price Balance, June 30, 2022 1,851,622 $ 8.99 Granted: Yorkville financing warrants 1,789,267 8.94 GXII warrants 15,666,626 11.50 Expired (491,211 ) 11.67 Balance, June 30, 2023 18,816,304 10.98 Granted 1,593,817 3.33 Expired (1,846,560 ) 8.67 Balance, June 30, 2024 18,563,561 10.53 |
At June 30, 2024, the Company has outstanding exercisable warrants, as follows: | At June 30, 2024, the Company has outstanding exercisable warrants, as follows: Number Exercise Price Expiry Date 855,800 C$ 9.70 February 19, 2025 447,318 $8.94 (1) 250,000 $4.60 September 1, 2025 413,432 $3.54 December 22, 2025 315,000 2.20 June 24, 2025 615,385 $3.25 April 12, 2027 15,666,626 $11.50 March 17, 2028 18,563,561 (1) Expires in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024. |
The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a Black Scholes model with the following assumptions: | The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a Black Scholes model with the following assumptions: Key Valuation Input June 30, 2024 June 30, 2023 March 17, 2023 Stock price on valuation date $ 1.73 $ 5.03 $ 7.00 Strike price $ 11.50 $ 11.50 $ 11.50 Implied volatility of Public Warrants 69.0 % 33.5 % 19.5 % Risk free rate 4.45 % 4.18 % 3.47 % Dividend yield 0 % 0 % 0 % Expected warrant life in years 3.7 4.7 5.0 |
The change in the Private Warrants liability is presented below: | The change in the Private Warrants liability is presented below: Amount Initial valuation, March 17, 2023 $ 2,987 Change in valuation 292 Valuation at June 30, 2023 3,279 Change in valuation (1,926 ) Valuation at June 30, 2024 $ 1,353 |
Schedule of expenses as other operating costs | Schedule of expenses as other operating costs Amount Yorkville Cash Fee $ 1,500 Fair value of Commitment Shares issued 650 Legal and other related costs 496 Costs expensed to other operating expense $ 2,646 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Changes in the Smith Credit Agreement principal balance are as follows: | Changes in the Smith Credit Agreement principal balance are as follows: For the year ending June 30,2023 Beginning balance $ 2,000 Amounts advanced 1,130 Repayments ( 3,130 ) Balance, end of period $ - |
EXPLORATION EXPENDITURES (Table
EXPLORATION EXPENDITURES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Exploration Expenditures | |
Schedule of exploration expenditures | Schedule of exploration expenditures For the year ended 2024 2023 Feasibility study and engineering $ 353 $ 410 Field management and other 503 738 Metallurgical 1,678 4,174 Geologists and field staff 18 26 Total $ 2,552 $ 5,348 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Leases | |
The Company incurred lease costs as follows: | The Company incurred lease costs as follows: For the year ended June 30, 2024 2023 Operating Lease Cost: Fixed rent expense $ 90 $ 83 Variable rent expense 14 13 Short term lease cost 9 10 Sublease income (32 ) (33 ) Net lease cost – other operating expense $ 81 $ 73 |
The maturity of lease liabilities is as follows at June 30, 2024: | The maturity of lease liabilities is as follows at June 30, 2024: Fiscal Year Lease Maturities 2025 96 2026 98 2027 50 Total lease payments 244 Less amount of payments representing interest (44 ) Present value of lease payments 200 Less current portion of operating lease liability (95 ) Noncurrent operating lease liability $ 105 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Domestic and foreign components of loss before income taxes for the years ended June 30, 2024 and 2023 are as follows: | Domestic and foreign components of loss before income taxes for the years ended June 30, 2024 and 2023 are as follows: For the year ended June 30, 2024 2023 Canada $ 8,319 $ 34,606 United States 3,679 6,006 United Kingdom 39 - Total $ 12,037 $ 40,612 |
The following table is a reconciliation of income taxes at statutory rates: | The following table is a reconciliation of income taxes at statutory rates: For the year ended June 30, 2024 2023 Loss before income taxes $ 12,037 $ 40,612 Combined Canadian federal and provincial statutory income tax rate 27 % 27 % Income tax benefit at statutory tax rates 3,250 10,965 Foreign rate differential (62 ) (131 ) Earnout shares liability 1,810 (2,841 ) Warrant liability 506 (1,518 ) GXII transaction costs - (925 ) Share based compensation (747 ) (412 ) Accretion expense (1,138 ) (496 ) Convertible note valuation (607 ) - Loss on debt extinguishment - (54 ) Capital loss rate differential - (2 ) Change in estimates related to prior years (160 ) 14 Other 5 45 Change in valuation allowance (2,718 ) (4,341 ) Income tax benefit $ 139 $ 304 |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows: | Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes are as follows: As of June 30, 2024 2023 Deferred tax assets Net operating losses available for future periods $ 14,177 $ 11,893 Mineral interests 9,438 9,477 Startup and organizational costs 1,987 2,132 Research and development costs 1,419 1,060 Share issuance/financing costs 635 446 Capital losses available for future periods 456 419 Other 69 36 Total deferred tax assets 28,181 25,463 Valuation allowance (28,181 ) (25,463 ) Net deferred tax assets $ - $ - |
Changes in the valuation allowance are as follows: | Changes in the valuation allowance are as follows: For the year ended June 30, 2024 2023 Valuation allowance, beginning of year $ (25,463 ) $ (18,948 ) Current year additions (2,718 ) (4,341 ) Startup and organizational costs acquired - (2,174 ) Valuation allowance, end of year $ (28,181 ) $ (25,463 ) |
Schedule of cumulative net operating losses | Schedule of cumulative net operating losses As of June 30, Jurisdiction 2024 2023 Canada $ 47,623 $ 40,267 United States 4,905 3,491 United Kingdom 39 - Total $ 52,567 $ 43,758 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values determined by level 3 inputs are unobservable data | Schedule of fair values determined by level 3 inputs are unobservable data As of June 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 2,012 $ 2,012 $ - $ - Investment in equity securities 4 4 - - Total $ 2,016 $ 2,016 $ - $ - Liabilities: April 2024 notes $ 7,089 $ - $ - $ 7,089 Earnout Shares liability 3,817 - - 3,817 Warrant liabilities 4,016 - 1,651 2,365 Total $ 14,922 $ - $ 1,651 $ 13,271 As of June 30, 2023 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 2,341 $ 2,341 $ - $ - Investment in equity securities 9 9 - - Total $ 2,350 $ 2,350 $ - $ - Liabilities: Earnout Shares liability $ 10,521 $ - $ - $ 10,521 Warrant liabilities 4,989 - 3,279 1,710 Total $ 15,510 $ - $ 3,279 $ 12,231 |
These consolidated financial st
These consolidated financial statements include the accounts of the Company and the subsidiaries listed in the following table. All intercompany transactions and balances have been eliminated. (Details) | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Entity 0896800 B C Ltd [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Country of incorporation | British Columbia, Canada | British Columbia, Canada | |
Percentage of ownership | 100% | 100% | |
Elk Creek Resources Corp [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Country of incorporation | Nebraska, USA | Nebraska, USA | |
Percentage of ownership | 100% | ||
Elk Creek Resources Corp ECRC [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Country of incorporation | Delaware, USA | Delaware, USA | |
Percentage of ownership | [1] | 79.70% | 79.10% |
Nio Corp Technologies Limited [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Country of incorporation | United Kingdom | United Kingdom | |
Percentage of ownership | 100% | ||
[1]Represents 100% of Class A common stock owned by 0896800, and 4,282,116 and 4,565,808 Vested Shares and 3,391,596 and 3,391,596 Earnout Shares (each as defined below) held by third parties, and outstanding as of June 30, 2024 and 2023, respectively. |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 12 Months Ended |
Jun. 30, 2024 N | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
The Company utilizes the weight
The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net loss per share attr (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||
Net loss | $ (11,898) | $ (40,308) |
Adjust: net loss attributable to noncontrolling interest | 463 | 228 |
Net loss available to participating securities | (11,440) | (40,057) |
Net loss attributable to vested shares | 967 | 1,528 |
Net loss attributed to common shareholders - basic and diluted | $ (10,473) | $ (38,529) |
Weighted average shares outstanding basic and diluted | 34,320,024 | 28,705,840 |
Loss per common share outstanding basic and diluted | $ (0.31) | $ (1.34) |
Schedule of excluded from the d
Schedule of excluded from the dilutive securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Accounting Policies [Abstract] | |||
Options | [1],[2] | 2,495,500 | 1,541,500 |
Warrants | [1],[2] | 18,563,561 | 18,816,304 |
Convertible debt | [1],[2] | 2,849,000 | 2,871,660 |
Total potentially dilutive securities | [1],[2] | $ 23,908,061 | $ 23,229,464 |
[1]Earnout Shares (as defined below) are excluded as the vesting terms were not met as of the end of the reporting period. [2]The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive. |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Accounting Policies [Abstract] | ||
Accrued exploration stage expense | $ 48 | $ 48 |
GOING CONCERN ISSUES (Details N
GOING CONCERN ISSUES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (11,898) | $ (40,308) |
Working capital deficit | 9,036 | |
Accumulated deficit | 161,912 | $ 150,477 |
Cash | 2,012 | |
Net proceeds | $ 59,269 |
The following table summarizes
The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and Comprehensive Loss for the year ended June 30, 2023: (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Gross cash proceeds, net of transaction costs incurred by GXII | $ 2,168 |
Less: | |
Net liabilities assumed | 392 |
Yorkville Equity Facility Financing Agreement – cash costs | 1,996 |
Transaction costs expensed | 6,715 |
Private Warrants assumed at fair value | 2,987 |
Earnout Shares assumed at fair value | 13,195 |
Yorkville Equity Facility Financing Agreement – shares issued | 650 |
Total transaction related losses incurred | $ 23,767 |
The number of Common Shares iss
The number of Common Shares issued and outstanding immediately following the consummation of the 2023 Transactions were as follows (Details) - shares | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
Offsetting Assets [Line Items] | |||
Common stock, shares outstanding | 38,062,647 | 31,202,131 | |
Number of shares, percentage | 100% | ||
Legacy Nio Corp Shareholders [Member] | |||
Offsetting Assets [Line Items] | |||
Common stock, shares outstanding | 28,246,621 | ||
Number of shares, percentage | 93.90% | ||
GXII Class A Shareholders [Member] | |||
Offsetting Assets [Line Items] | |||
Common stock, shares outstanding | [1] | 1,753,821 | |
Number of shares, percentage | [1] | 5.83% | |
Other [Member] | |||
Offsetting Assets [Line Items] | |||
Common stock, shares outstanding | [2] | 81,213 | |
Number of shares, percentage | [2] | 0.27% | |
[1]Includes 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.[2]Represents Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement. |
2023 GXII TRANSACTION (Details
2023 GXII TRANSACTION (Details Narrative) | 12 Months Ended |
Jun. 30, 2024 shares | |
Warrant Agreement [Member] | |
Business Acquisition [Line Items] | |
Number of shares purchase | 15,666,626 |
Common Class B [Member] | |
Business Acquisition [Line Items] | |
Convertible shares issued upon conversion | 7,957,404 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Post reverse stock split shares | 1,753,821 |
Number of shares purchase | 17,519,864 |
Schedule of properties (Details
Schedule of properties (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Cost | $ 848 | $ 848 |
Accumulated depreciation | 11 | 9 |
Net | 837 | 839 |
Land [Member] | ||
Cost | 807 | 807 |
Accumulated depreciation | 0 | 0 |
Net | 807 | 807 |
Building [Member] | ||
Cost | 41 | 41 |
Accumulated depreciation | 11 | 9 |
Net | $ 30 | $ 32 |
Schedule of account payable and
Schedule of account payable and accrued liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable, trade | $ 1,417 | $ 1,990 |
Trade payable accruals | 350 | 1,324 |
Income taxes payable | 101 | |
Environmental accruals | 48 | 48 |
Loan origination fees payable to related party | 28 | 28 |
Total accounts payable and accrued liabilities | $ 1,843 | $ 3,491 |
Schedule of convertible debt (D
Schedule of convertible debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Short-Term Debt [Line Items] | ||
Convertibled debt, current | $ 7,660 | |
Convertible debt, noncurrent | 10,561 | |
Yorkville Convertible Security [Member] | ||
Short-Term Debt [Line Items] | ||
Convertibled debt, current | 571 | |
Convertible Security [Member] | ||
Short-Term Debt [Line Items] | ||
Convertibled debt, current | 7,660 | |
Convertible debt, noncurrent | 10,561 | |
April 2024 Convertible Security [Member] | ||
Short-Term Debt [Line Items] | ||
Convertibled debt, current | $ 7,089 |
Changes in the Lind III Convert
Changes in the Lind III Convertible Security are as follows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Short-Term Debt [Line Items] | ||
Beginning balance | $ 10,561 | |
Fair value increase due to debt extinguishment | $ 1,922 | |
Accretion expense | 4,490 | 2,157 |
Ending balance | $ 7,660 | |
Convertible Security [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 2,169 | |
Fair value increase due to debt extinguishment | 201 | |
Conversions | 1,950 | |
Accretion expense | 95 | |
Payment at maturity | 515 | |
Ending balance |
The following table summarize_2
The following table summarizes the components of the initial loss and final loss on extinguishment: (Details) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 USD ($) | ||
Debt Disclosure [Abstract] | ||
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 | |
Additional Consent Payment booked | 300 | [1] |
Total loss on debt extinguishment | $ 1,922 | |
[1]Represents the difference between the accrual of the minimum Consent Payment at September 25, 2022 and the actual payment made on March 17, 2023. |
The change in the fair value of
The change in the fair value of the Contingent Consent Warrants is presented below: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Initial valuation, at beginning | $ 1,710 | $ 1,221 |
Change in valuation | 655 | 489 |
Valuation, at ending | $ 2,365 | $ 1,710 |
Schedule of valuation date and
Schedule of valuation date and the probability calculated (Details) | Jun. 30, 2024 N $ / shares | Jun. 30, 2024 N $ / shares | Jun. 30, 2023 N $ / shares | Sep. 25, 2022 N $ / shares | ||||
Measurement Input, Share Price [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Share price | (per share) | $ 1.73 | [1] | $ 1.73 | $ 5.03 | [1] | $ 7.82 | [1] | |
Measurement Input, Price Volatility [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of issuance | [1] | 0.680 | 0.680 | 0.630 | 0.624 | |||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of issuance | [1] | 0.0440 | 0.0440 | 0.0411 | 0.0393 | |||
Probability of Issuance [Member] | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Probability of issuance | [1] | 1 | 1 | 0.808 | 0.594 | |||
[1]Expires in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024. |
Changes in the Convertible Debe
Changes in the Convertible Debentures are as follows: (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2024 | |
Debt Disclosure [Abstract] | ||
Balance, June 30, 2023 | $ 12,153 | $ 10,561 |
Accretion expense | 1,962 | 4,489 |
Principal and accrued interest converted | 3,554 | 14,479 |
Balance, June 30, 2023 | $ 10,561 | 571 |
Add: uamortized debt issuance costs | 0 | |
Balance, June 30, 2023 | $ 550 |
The following table discloses t
The following table discloses the components of interest expense associated with the Convertible Debentures. (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | ||
Contractual interest | $ 279 | $ 225 |
Amortization of discount and issuance costs | 4,210 | 1,737 |
Total | $ 4,489 | $ 1,962 |
The following table discloses_2
The following table discloses the primary inputs for the Monte Carlo model used in valuing the April 2024 Notes: (Details) - $ / shares | 12 Months Ended | ||
Apr. 12, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted average of the equity volatility and implied volatility of the public warrants | 63.20% | 63.60% | |
Risk-free rate | 4.25% | 3.30% | |
Measurement Input, Exercise Price [Member] | Monte Carlo Model [Member] | Earnout [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Closing common share price | $ 3.11 | $ 1.73 | |
Term (expiry) | Dec. 31, 2024 | Dec. 31, 2024 | |
Weighted average of the equity volatility and implied volatility of the public warrants | 66% | 80% | |
Risk-free rate | 5.26% | 5.33% | |
Implied discount rate | 15% | 15% |
The following table sets forth
The following table sets forth a summary of the changes in the fair value of the April 2024 Notes for the year ended June 30, 2024: (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2024 USD ($) | |
Debt Disclosure [Abstract] | |
Fair value, April 12, 2024 | $ 10,315 |
Principal payments | (1,512) |
Change in fair value | (1,714) |
Balance, June 30, 2024 | 7,089 |
Remaining principal balance, June 30, 2024 | $ 7,128 |
The following table discloses_3
The following table discloses the primary inputs for the Black-Scholes model used in valuing the April 2024 Warrants. (Details) - $ / shares | 12 Months Ended | ||
Apr. 12, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Term (years) | 3 years 5 months 9 days | ||
Expected volatility | 63.20% | 63.60% | |
Risk-free rate | 4.25% | 3.30% | |
Measurement Input, Exercise Price [Member] | Black Scholes [Member] | Earnout [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Closing Common Share price | $ 3.24 | $ 1.73 | |
Term (years) | 3 years | 2 years 9 months 10 days | |
Expected volatility | 62.39% | 66.34% | |
Risk-free rate | 4.77% | 4.57% |
The following table sets fort_2
The following table sets forth a summary of the changes in the fair value of the April 2024 Warrant liability for the year ended June 30, 2024. (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Fair Value Adjustment of Warrants | $ (902) | $ (3,338) | |
Other Liabilities, Fair Value Disclosure | $ 3,817 | $ 10,521 | |
Earnout [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Other Liabilities, Fair Value Disclosure | 902 | ||
Fair Value Adjustment of Warrants | 604 | ||
Other Liabilities, Fair Value Disclosure | $ 298 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 19, 2021 USD ($) shares | Feb. 19, 2021 USD ($) shares | Jun. 30, 2024 USD ($) N $ / shares shares | Apr. 30, 2024 USD ($) | Sep. 30, 2023 | Jun. 30, 2024 USD ($) N $ / shares shares | Jun. 30, 2024 USD ($) N $ / shares $ / shares shares | Jun. 30, 2023 USD ($) N $ / shares | Jun. 30, 2024 $ / shares | Mar. 16, 2023 USD ($) | Jan. 26, 2023 USD ($) | Sep. 25, 2022 N $ / shares | |||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face value | $ 11,700 | |||||||||||||||||
Investment Interest Rate | 8.50% | 8.50% | ||||||||||||||||
Commitment fee | $ 350 | $ 350 | ||||||||||||||||
Net proceeds | $ 9,650 | |||||||||||||||||
Long term debt duration | 24 months | |||||||||||||||||
Common share purchase warrants | shares | 855,800 | 855,800 | ||||||||||||||||
Exercisable at a price per share | $ / shares | $ 9.70 | |||||||||||||||||
Expected dividend yield | 0% | 0% | ||||||||||||||||
Convertible debt liability | $ 7,660 | $ 7,660 | $ 7,660 | |||||||||||||||
Commitment fee | $ 350 | |||||||||||||||||
Warrant liabilities | $ 902 | $ 3,338 | ||||||||||||||||
Option Contract Indexed to Equity, Settlement, Number of Shares, Effect of Change in Fair Value of Share | shares | 11,500 | 11,500 | 11,500 | |||||||||||||||
Fair Value, Recurring [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Transaction loss | 474 | |||||||||||||||||
Fair value | 10,315 | |||||||||||||||||
Transaction loss | $ 4,256 | |||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | N | [1] | 0.0440 | 0.0440 | 0.0440 | 0.0411 | 0.0393 | ||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | N | [1] | 0.680 | 0.680 | 0.680 | 0.630 | 0.624 | ||||||||||||
Measurement Input, Share Price [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Aggregate exercise price, per shares | (per share) | $ 1.73 | [1] | $ 1.73 | [1] | $ 1.73 | [1] | $ 5.03 | [1] | $ 1.73 | $ 7.82 | [1] | |||||||
Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Aggregate exercise price, per shares | $ / shares | $ 50 | $ 50 | $ 50 | |||||||||||||||
Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Expected dividend yield | 0% | 0% | 0% | |||||||||||||||
Contingent liability | $ 2,704 | |||||||||||||||||
Contingent liability | $ 3,337 | |||||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Convertible debt liability | $ 12,656 | $ 12,656 | $ 12,656 | |||||||||||||||
Fair value | 2,704 | $ 2,704 | $ 2,704 | |||||||||||||||
Principal percentage | 110% | |||||||||||||||||
Issuance of the convertible debentures | $ / shares | $ 8.9422 | |||||||||||||||||
Transaction loss | $ 503 | $ 503 | $ 503 | |||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | 4.33 | 4.33 | 4.33 | |||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | 0% | |||||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | N | 64.6 | 64.6 | 64.6 | |||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate obligation | 5% | |||||||||||||||||
Expected life | 6 months | |||||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate obligation | 15% | |||||||||||||||||
Expected life | 18 months | |||||||||||||||||
Yorkville Convertible Debt Financing Agreement [Member] | Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Issuance of the convertible debentures | shares | 1,789,267 | |||||||||||||||||
Aggregate exercise price, per shares | $ / shares | $ 8.9422 | $ 8.9422 | $ 8.9422 | |||||||||||||||
Debt term | 18-month | |||||||||||||||||
Unsecured Debt [Member] | Yorkville Convertible Debt Financing Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Fair value | $ 16,000 | $ 16,000 | $ 16,000 | |||||||||||||||
Lind I I I Convertible Security [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Face value | 9,477 | |||||||||||||||||
Convertible debt liability | $ 7,938 | 7,938 | $ 7,938 | |||||||||||||||
Transaction costs | $ 173 | |||||||||||||||||
Lind I I I Convertible Security [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Description | Pursuant to the Lind III Agreement, Lind was entitled to convert the Lind III Convertible Security into Common Shares in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price Common Shares on the TSX for the five trading days immediately preceding to the date on which Lind provides notice to the Company of its election to convert. The Lind III Agreement provided that Common Shares issuable upon conversion, together with the number of Common Shares issued upon exercise of Warrants, shall not exceed 4,358,800 Common Shares. | |||||||||||||||||
Risk-free interest rate | 0.40% | |||||||||||||||||
Expected dividend yield | 0% | |||||||||||||||||
Volatility | 51.60% | |||||||||||||||||
Expected life | 4 years | 4 years | 4 years | |||||||||||||||
[1]Expires in 3 equal monthly tranches on July 17, 2024, August 17, 2024, and September 17, 2024. |
The following table discloses_4
The following table discloses the primary inputs into the Monte Carlo models. (Details) - $ / shares | 12 Months Ended | ||
Mar. 17, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Implied volatility of public warrants | 63.20% | 63.60% | |
Risk-free rate | 4.25% | 3.30% | |
Measurement Input, Exercise Price [Member] | Valuation Technique, Option Pricing Model [Member] | Earnout [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Closing common share price | $ 7 | $ 1.73 | $ 5.03 |
Term (expiry) | Mar. 17, 2033 | Mar. 17, 2033 | Mar. 17, 2033 |
Implied volatility of public warrants | 19.50% | 65% | 33.50% |
Risk-free rate | 3.39% | 4.35% | 3.83% |
The following table sets fort_3
The following table sets forth a summary of the changes in the fair value of the Earnout Shares liability for the year ended June 30, 2024: (Details) - Earnout [Member] - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2024 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Fair value at beginning | $ 13,195 | $ 10,521 |
Change in fair value | 2,674 | 6,704 |
Fair value at ending | $ 10,521 | $ 3,817 |
CLASS B COMMON STOCK OF ECRC (D
CLASS B COMMON STOCK OF ECRC (Details Narrative) - shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Common stock, shares, outstanding | 38,062,647 | 31,202,131 |
Earnout [Member] | ||
Earnout shares | 3,391,596 | |
Description of earnout shares | The Earnout Shares vest (the “Released Earnout Shares”) in two equal tranches based upon achieving market share price milestones of approximately $12.00 per Common Share and approximately $15.00 per Common Share, respectively, prior to the Ten-Year Anniversary, or upon a change in control as defined in the underlying agreement. | |
Common Class B [Member] | ||
Common stock, shares, issued | 7,957,404 | |
Common stock, shares, outstanding | 7,957,404 | |
Earnout shares | 4,565,808 |
Schedule of stock option (Detai
Schedule of stock option (Details) | 12 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Equity [Abstract] | |
Beginning balance | shares | 1,541,500 |
Beginning balance | $ / shares | $ 7.19 |
Granted, in shares | shares | 1,625,000 |
Granted, per share | $ / shares | $ 2.99 |
Cancelled/expired, in shares | shares | (7,800) |
Cancelled/expired, per share | $ / shares | $ 3.95 |
Cancelled/expired, in shares | shares | (663,200) |
Cancelled/expired, per share | $ / shares | $ 5.88 |
Ending balance | shares | 2,495,500 |
Ending balance | $ / shares | $ 4.78 |
Weighted average remaining contractual life | 3 years 5 months 9 days |
The following table summarize_3
The following table summarizes the weighted average information and assumptions used to determine option costs: (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||
Fair value per option granted during the period | $ 1.71 | $ 3.09 |
Risk-free interest rate | 4.25% | 3.30% |
Expected dividend yield | 0% | 0% |
Weighted average of the equity volatility and implied volatility of the public warrants | 63.20% | 63.60% |
Expected option life in years | 5 years | 3 years |
Weighted average exercise price
Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using end of period foreign currency exchange rates. (Details) - $ / shares | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||
Beginning balance | 18,816,304 | 1,851,622 |
Balance at beginning average price | $ 10.98 | $ 8.99 |
Yorkville financing warrants | 1,789,267 | |
Yorkville financing warrants average price | $ 8.94 | |
GXII warrants | 15,666,626 | |
GXII warrant average price | $ 11.50 | |
Class of Warrant or Right Expired | (1,846,560) | (491,211) |
Cancelled | $ 8.67 | $ 11.67 |
Granted | 1,593,817 | |
Granted | $ 3.33 | |
Ending balance | 18,563,561 | 18,816,304 |
Balance at ending average price | $ 10.53 | $ 10.98 |
At June 30, 2024, the Company h
At June 30, 2024, the Company has outstanding exercisable warrants, as follows: (Details) | Jun. 30, 2024 $ / shares shares | Jun. 30, 2024 $ / shares shares | Jun. 30, 2023 shares | Jun. 30, 2022 shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 18,563,561 | 18,563,561 | 18,816,304 | 1,851,622 |
Exercise Price 9.70 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 855,800 | 855,800 | ||
Expiry date | Feb. 19, 2025 | Feb. 19, 2025 | ||
Exercise Price 9.70 [Member] | Canada, Dollars | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise price | $ / shares | $ 9.70 | |||
Exercise Price8.94 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 447,318 | 447,318 | ||
Exercise price | $ / shares | $ 8.94 | |||
Exercise Price4.60 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 250,000 | 250,000 | ||
Exercise price | $ / shares | $ 4.60 | |||
Expiry date | Sep. 01, 2025 | Sep. 01, 2025 | ||
Exercise Price3.54 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 413,432 | 413,432 | ||
Exercise price | $ / shares | $ 3.54 | |||
Expiry date | Dec. 22, 2025 | Dec. 22, 2025 | ||
Exercise Price2.20 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 315,000 | 315,000 | ||
Exercise price | $ / shares | $ 2.20 | |||
Expiry date | Jun. 24, 2025 | Jun. 24, 2025 | ||
Exercise Price3.25 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 615,385 | 615,385 | ||
Exercise price | $ / shares | $ 3.25 | |||
Expiry date | Apr. 12, 2027 | Apr. 12, 2027 | ||
Exercise Price11.50 [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Number of share outstanding | 15,666,626 | 15,666,626 | ||
Exercise price | $ / shares | $ 11.50 | |||
Expiry date | Mar. 17, 2028 | Mar. 17, 2028 |
The Company classifies Private
The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy and estimated the fair value using a Black Scholes model with the following assumptions: (Details) - $ / shares | 12 Months Ended | ||
Mar. 17, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Platform Operator, Crypto-Asset [Line Items] | |||
Implied volatility of public warrants | 63.20% | 63.60% | |
Dividend yield | 0% | 0% | |
Expected warrant life in years | 5 years | 3 years | |
Fair Value, Inputs, Level 2 [Member] | |||
Platform Operator, Crypto-Asset [Line Items] | |||
Stock price on valuation date | $ 7 | $ 1.73 | $ 5.03 |
Strike price | $ 11.50 | $ 11.50 | $ 11.50 |
Implied volatility of public warrants | 19.50% | 69% | 33.50% |
Risk free rate | 3.47% | 4.45% | 4.18% |
Dividend yield | 0% | 0% | 0% |
Expected warrant life in years | 5 years | 3 years 8 months 12 days | 4 years 8 months 12 days |
The change in the Private Warra
The change in the Private Warrants liability is presented below: (Details) - Note Warrant [Member] - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2024 | |
Subsidiary, Sale of Stock [Line Items] | ||
Initial valuation, at begining | $ 2,987 | $ 3,279 |
Change in valuation | 292 | (1,926) |
Initial valuation, at ending | $ 3,279 | $ 1,353 |
Schedule of expenses as other o
Schedule of expenses as other operating costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Fair value of Commitment Shares issued | $ (204) | $ (204) |
Yorkville Convertible Debt Financing Agreement [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Yorkville Cash Fee | 1,500 | |
Fair value of Commitment Shares issued | 650 | |
Legal and other related costs | 496 | |
Costs expensed to other operating expense | $ 2,646 |
COMMON SHARES (Details Narrativ
COMMON SHARES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 24, 2024 | Sep. 02, 2023 | Jun. 09, 2023 | Apr. 28, 2023 | Jun. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from equity | $ 962 | ||||||||
Expected life | 5 years | 3 years | |||||||
Risk-free rate | 4.25% | 3.30% | |||||||
Expected dividend rate | 0% | 0% | |||||||
Outstanding stock options vested | 100% | ||||||||
Share based compensation expense | $ 2,881 | $ 1,794 | |||||||
Description of warrants | (ii) the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days | ||||||||
GXII Public Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants traded prior to the closing | 9,999,959 | ||||||||
GXII Private Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants traded prior to the closing | 5,666,667 | ||||||||
Yorkville Equity Facility Financing Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of Stock, New Issuance | the Company issued 100,000 Common Shares under the Yorkville Equity Facility Financing Agreement (discussed below) in exchange for $488 in cash proceeds. The Company recorded a non-cash operating expense of $13 which represented the difference between the proceeds received and the fair value of the Common Shares issued based on Nasdaq closing price per Common Share on the issuance date. | ||||||||
Kingdon Capital Management LLC [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Conversion of Stock, New Issuance | the Company closed a registered direct offering and issued 314,465 Common Shares for $2,000, before deducting share issuance costs of $172. The Common Shares were sold pursuant to a securities purchase agreement, dated April 26, 2023, between the Company and a fund managed by Kingdon Capital Management, LLC. | ||||||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from equity | $ 161 | $ 254 | $ 264 | ||||||
Expected life | 2 years | 2 years | |||||||
Risk-free rate | 4.73% | 4.85% | 4.33% | ||||||
Expected volatility | 73.92% | 71.63% | 54.80% | ||||||
Expected dividend rate | 0% | 0% | 0% | ||||||
Description of warrants | Each NioCorp Assumed 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). | ||||||||
Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from equity | $ 441 | $ 708 | $ 977 | ||||||
Units issue and sold | 81,213 | ||||||||
Warrants traded prior to the closing | 283,692 | ||||||||
Private Placement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Other operating expenses | $ 92 | ||||||||
Employee related costs | $ 10 | ||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Proceeds from equity | $ 602 | ||||||||
Description of stock transaction | the Company closed a non-brokered private placement (the “June 2024 Private Placement”) of units of the Company (the “June 2024 Units”). A total of 315,000 June 2024 Units were issued at a price per June 2024 Unit of $1.91, for total gross proceeds to the Company of $602. Each June 2024 Unit consists of one Common Share and one Warrant (“June 2024 Warrant”). Each June 2024 Warrant entitles the holder to acquire one Common Share at a price of $2.20 at any time prior to June 24, 2026. Proceeds of the June 2024 Private Placement will be used for continued advancement of the Elk Creek Project and for working capital and general corporate purposes. | ||||||||
Private Placement [Member] | Canada, Dollars | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares issue | 250,000 | 413,432 | |||||||
Price per unit | $ 4 | ||||||||
Gross proceeds | $ 1,000 | $ 1,290 | |||||||
Shares price | $ 4.60 | $ 3.54 | |||||||
Private Placement [Member] | Canada, Dollars | Director [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares price | 3.205 | ||||||||
Units issue and sold | 138,845 | ||||||||
Private Placement [Member] | Canada, Dollars | Investor [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares price | $ 3.08 | ||||||||
Units issue and sold | 274,587 |
Changes in the Smith Credit Agr
Changes in the Smith Credit Agreement principal balance are as follows: (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Related Party Transactions [Abstract] | |
Related Party Deposit Liabilities | $ 2,000 |
Amounts advanced | 1,130 |
Repayments | 3,130 |
Related Party Deposit Liabilities |
RELATED PARTY TRANSACTIONS AN_3
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2023 | Mar. 22, 2023 | |
Related Party Transaction [Line Items] | ||||
Accrued Liabilities, Current | $ 183 | |||
Mark Smith [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount outstanding | $ 1,289 | |||
Establishment fees payable | $ 28 | |||
General Security Agreement [Member] | Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Interest at a rate | 10% | |||
Prepayment fee | 2.50% | |||
Non Revolving Credit Facility Agreement [Member] | Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount outstanding | $ 1,841 |
Schedule of exploration expendi
Schedule of exploration expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Exploration expenditures | $ 2,552 | $ 5,348 |
Feasibility Study and Engineering [Member] | ||
Exploration expenditures | 353 | 410 |
Field Management and Other [Member] | ||
Exploration expenditures | 503 | 738 |
Metallurgical [Member] | ||
Exploration expenditures | 1,678 | 4,174 |
Geologists and Field Staff [Member] | ||
Exploration expenditures | $ 18 | $ 26 |
The Company incurred lease cost
The Company incurred lease costs as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Lease Cost: | ||
Fixed rent expense | $ 90 | $ 83 |
Variable rent expense | 14 | 13 |
Short term lease cost | 9 | 10 |
Sublease income | (32) | (33) |
Net lease cost – other operating expense | $ 81 | $ 73 |
The maturity of lease liabiliti
The maturity of lease liabilities is as follows at June 30, 2024: (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases | |
2025 | $ 96 |
2026 | 98 |
2027 | 50 |
Total lease payments | 244 |
Less amount of payments representing interest | (44) |
Present value of lease payments | 200 |
Less current portion of operating lease liability | (95) |
Noncurrent operating lease liability | $ 105 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Discount rate | 16% | |
Remaining lease term | 2 years 7 months 6 days | 3 years 7 months 6 days |
Cash payment | $ 71 | $ 93 |
Corporate Office [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Other lease description | 39-month corporate office lease extension and recognized a corresponding ROU asset and lease liability of $198 associated with this extension, based on a discount rate of 16%. |
Domestic and foreign components
Domestic and foreign components of loss before income taxes for the years ended June 30, 2024 and 2023 are as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Total | $ 12,037 | $ 40,612 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 8,319 | 34,606 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 3,679 | 6,006 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | $ 39 |
The following table is a reconc
The following table is a reconciliation of income taxes at statutory rates: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Loss before income taxes | $ 12,037 | $ 40,612 |
Combined Canadian federal and provincial statutory income tax rate | 27% | 27% |
Income tax benefit at statutory tax rates | $ 3,250 | $ 10,965 |
Foreign rate differential | (62) | (131) |
Earnout shares liability | 1,810 | (2,841) |
Warrant liability | 506 | (1,518) |
GXII transaction costs | (925) | |
Share based compensation | (747) | (412) |
Accretion expense | (1,138) | (496) |
Convertible note valuation | (607) | |
Loss on debt extinguishment | (54) | |
Capital loss rate differential | (2) | |
Change in estimates related to prior years | (160) | 14 |
Other | 5 | 45 |
Change in valuation allowance | (2,718) | (4,341) |
Income tax benefit | $ (139) | $ (304) |
Deferred income taxes reflect t
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of deferred taxes a (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | |||
Net operating losses available for future periods | $ 14,177 | $ 11,893 | |
Mineral interests | 9,438 | 9,477 | |
Startup and organizational costs | 1,987 | 2,132 | |
Research and development costs | 1,419 | 1,060 | |
Share issuance/financing costs | 635 | 446 | |
Capital losses available for future periods | 456 | 419 | |
Other | 69 | 36 | |
Total deferred tax assets | 28,181 | 25,463 | |
Valuation allowance | (28,181) | (25,463) | $ (18,948) |
Net deferred tax assets |
Changes in the valuation allowa
Changes in the valuation allowance are as follows: (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, beginning of year | $ (25,463) | $ (18,948) |
Current year additions | (2,718) | (4,341) |
Startup and organizational costs acquired | (2,174) | |
Valuation allowance, end of year | $ (28,181) | $ (25,463) |
Schedule of cumulative net oper
Schedule of cumulative net operating losses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Operating Loss Carryforwards [Line Items] | ||
Total | $ 52,567 | $ 43,758 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 47,623 | 40,267 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | 4,905 | 3,491 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Total | $ 39 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Federal income tax payable | $ 443,000 | |||
Valuation allowance | 28,181,000 | $ 25,463,000 | $ 18,948,000 | |
Canada, Dollars | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 3,388 | |||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax losses incurred | $ 3,924,000 | |||
Net operating loss carryforwards | $ 7,018,000 |
Schedule of fair values determi
Schedule of fair values determined by level 3 inputs are unobservable data (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 2,012 | $ 2,341 |
Cash and cash equivalents | 4 | 9 |
Cash and cash equivalents | 2,016 | 2,350 |
Cash and cash equivalents | 7,089 | |
Cash and cash equivalents | 3,817 | 10,521 |
Cash and cash equivalents | 4,016 | 4,989 |
Cash and cash equivalents | 14,922 | 15,510 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 2,012 | 2,341 |
Cash and cash equivalents | 4 | 9 |
Cash and cash equivalents | 2,016 | 2,350 |
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | 1,651 | 3,279 |
Cash and cash equivalents | 1,651 | 3,279 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | ||
Cash and cash equivalents | 7,089 | |
Cash and cash equivalents | 3,817 | 10,521 |
Cash and cash equivalents | 2,365 | 1,710 |
Cash and cash equivalents | $ 13,271 | $ 12,231 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Dec. 01, 2024 | Sep. 17, 2024 | Sep. 11, 2024 | Sep. 04, 2024 | Sep. 01, 2024 |
Subsequent Event [Line Items] | |||||
Subsequent event description | On September 4, 2024, NioCorp entered into (i) a consent and waiver (the “Yorkville Consent”) to the April 2024 Note issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent, the “Consents”) to the April 2024 Note issued and sold to Lind Global Fund II LP pursuant to the April 2024 Purchase Agreement. The Consents, among other things, reduced the amounts due to the April 2024 Purchasers on September 1, 2024 by an aggregate of $1,176 to an aggregate of $336, increased the amounts due to the April 2024 Purchasers on December 1, 2024 by an aggregate of $1,176, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to the April 2024 Purchasers the remainder of the amount due on September 1, 2024. Except as modified by the Consents, the terms of the April 2024 Notes as previously disclosed are unchanged. | ||||
Aggregate principal amount | $ 1,176,000,000 | $ 1,176,000,000 | |||
Increased the amounts due | $ 336,000,000 | ||||
Lind Consent Warrant Issuance [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of share issued | 2,816,742 | ||||
Exercise price | $ 2.308 | ||||
Warrants issued | $ 5,000 | ||||
Mark Smith [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility | $ 2,000 | ||||
Interest rate | 10% | ||||
Establishment fee | 2.50% |