COMMON SHARES | 7. COMMON SHARES a) Issuance The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the three months ended September 30, 2024: Date Common Shares Issued Gross Funds Received Market Value of Shares Issued (Gain)/Loss August 28, 2024 75,000 $ 140 $ 133 $ (7 ) September 3, 2024 71,000 124 123 (1 ) September 6, 2024 71,500 118 118 - September 16, 2024 72,000 124 124 - September 19, 2024 49,750 85 85 - September 25, 2024 60,000 101 108 7 (Gain)/loss on issuance represents a non-cash amount equal to the difference between the proceeds received and the fair value of the Common Shares issued based on the Nasdaq Stock Market LLC (the “Nasdaq”) closing price per Common Share on the issuance date and is recorded in other operating expenses in the condensed consolidated statement of operations and comprehensive loss. b) Stock Options Schedule of stock option Number of Options Weighted Average Aggregate Weighted Balance, June 30, 2024 2,495,500 $ 4.78 Granted - - Exercised - - Cancelled/expired (40,000 ) 6.95 Balance, September 30, 2024 2,455,500 $ 4.76 $ - 3.22 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. Schedule of warrant transactions Number of Warrants Weighted Average Exercise Price Balance, June 30, 2024 18,563,561 $ 10.53 Granted 2,816,742 2.31 Exercised - - Expired (447,318 ) 8.94 Balance, September 30, 2024 20,932,985 $ 9.46 At September 30, 2024, the Company had outstanding exercisable Warrants, as follows: Number Exercise Price Expiry Date 855,800 C$ 9.70 February 19, 2025 250,000 $4.60 September 1, 2025 413,432 $3.54 December 22, 2025 315,000 $2.20 June 24, 2026 615,385 $3.25 April 12, 2027 15,666,626 $11.50 March 17, 2028 2,816,742 $2.31 September 17, 2028 20,932,985 Private Warrants On March 17, 2023, the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd. In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 9,999,959 5,666,667 Each Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as Public Warrants. The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the Private Warrants using a Black Scholes pricing model: Key Valuation Input September 30, June 30, Closing Common Share price $ 2.18 $ 1.73 Strike price $ 11.50 $ 11.50 Implied volatility of Public Warrants 60 % 69.0 % Risk free rate 3.58 % 4.45 % Dividend yield 0 % 0 % Expected warrant life in years 3.5 3.7 The change in the Private Warrants liability is presented below: For the Three Months Ended September 30, 2024 Fair value at June 30, 2024 $ 1,353 Change in fair value (205 ) Fair value at September 30, 2024 $ 1,148 Contingent Consent Warrants As consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind III”), Lind III received, amongst other things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, the closing trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which such shares may then be listed, is less than C$10.00, subject to adjustments. The number of Contingent Consent Warrants to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to U.S. dollar exchange rate as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance. 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 The Company valued the Contingent Consent Warrants at $2,262 based on a Black Scholes valuation with the following inputs: Key Valuation Input September 17, Closing Common Share price $ 1.74 Term (years) 4.0 Historic equity volatility 67.14 % Risk-free rate 3.44 % The Company recognized a gain of $103 on the issuance of the Contingent Consent Warrants. This gain was recorded as a part of other gains in the condensed consolidated statements of operations and comprehensive loss. |