COMMON SHARES | 8. COMMON SHARES a) Issuance On November 5, 2024, the Company closed an underwritten public offering (the “November 2024 Registered Offering”), pursuant to the underwriting agreement, dated November 3, 2024 (the “Underwriting Agreement”), with Maxim Group LLC, as underwriter (the “Underwriter”), which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”) to purchase up to an additional 1,672,090 Common Shares and 836,045 Warrants (the “Series B Public Warrants” and, together with the Series A Public Warrants, the “November Public Warrants”) to purchase up to an additional 836,045 Common Shares. Each Common Share was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering price of $1.57. The gross proceeds from the November 2024 Registered Offering were $2,501 before deducting underwriting discounts and offering expenses. The November Public Warrants were classified as equity instruments and accordingly, the net proceeds were allocated based on the relative fair values of the Common Shares and the November Public Warrants on the date of issuance, with $943 allocated to the fair value of the November Public Warrants and the balance of the proceeds of $1,558 allocated to Common Shares. The Company incurred total transaction costs related to the November 2024 Registered Offering $1,226, which were treated as share issuance costs at closing. The Series A Public Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 5, 2026. The Series B Public Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November 5, 2029. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares. “Option Warrant” means one Series A Public Warrant combined with one-half of one Series B Public Warrant. On November 4, 2024, the Underwriter partially exercised its over-allotment option to purchase 79,734 39,867 On November 13, 2024, the Company closed a non-brokered private placement (the “November 2024 Private Offering”), pursuant to binding subscription agreements with certain accredited investors as part of a non-brokered private placement of 2,199,602 Based upon the Company’s analysis of the criteria contained in ASC 815, the Company determined that the November Private 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 November Private Warrants were recognized as warrant liabilities on the consolidated balance sheet and were measured at their issuance date fair value of $ 1,928 1,573 161 60 The following tables disclose the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November Private Warrants. Schedule of Black-Scholes model used in valuing the November Public Warrants and November Private Warrants Series A Public Warrants Series B Public Warrants Key Valuation Input December 31, 2024 November 5, 2024 December 31, 2024 November 5, 2024 Closing Common Share price $ 1.55 $ 1.455 $ 1.55 $ 1.455 Term (years) 4.5 4.5 1.85 2.0 Historic equity volatility 67.98 % 67.43 % 70.84 % 67.13 % Risk-free rate 4.36 % 4.14 % 4.25 % 4.20 % Series A Private Warrants Series B Private Warrants Key Valuation Input December 31, 2024 November 13, 2024 December 31, 2024 November 13, 2024 Closing Common Share price $ 1.55 $ 1.49 $ 1.55 $ 1.49 Term (years) 4.5 4.5 1.87 2.0 Historic equity volatility 67.98 % 67.52 % 70.47 % 67.26 % Risk-free rate 4.36 % 4.30 % 4.25 % 4.20 % The following table sets forth a summary of the changes in the fair value of the November Private Warrants liabilities. November Private Warrants Fair value at issuance $ 1,929 Change in fair value 152 Fair value as of December 31, 2024 $ 2,081 As of December 31, 2024, the Company has access to up to $ 57,443 The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the six months ended December 31, 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 November 18, 2024 115,000 158 167 9 November 21, 2024 110,000 147 150 3 November 27, 2024 105,000 137 138 1 December 6, 2024 110,000 155 187 32 December 11, 2024 141,000 219 212 (7 ) December 16, 2024 120,000 168 166 (2 ) December 20, 2024 110,000 149 154 5 (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 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 935,000 1.40 Exercised - - Cancelled/expired (362,500 ) 9.35 Balance, December 31, 2024 3,068,000 $ 3.17 $ 140 3.89 On December 23, 2024, the Company granted 935,000 0.84 4.44 67.2 781 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 8,624,272 2.00 Exercised - - Expired (447,318 ) 8.94 Balance, December 31, 2024 26,740,515 $ 7.81 At December 31, 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 1,672,090 $1.75 November 5, 2026 2,199,602 $1.75 November 13, 2026 615,385 $3.25 April 12, 2027 15,666,626 $11.50 March 17, 2028 2,816,742 $2.31 September 17, 2028 836,045 $2.07 November 5, 2029 1,099,793 $2.07 November 13, 2029 26,740,515 Private Warrants On March 17, 2023 (the “Closing Date”), 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 December 31, June 30, Closing Common Share price $ 1.55 $ 1.73 Strike price $ 11.50 $ 11.50 Implied volatility of Public Warrants 62.5 % 69.0 % Risk free rate 4.35 % 4.45 % Dividend yield 0 % 0 % Expected warrant life in years 3.2 3.7 The change in the Private Warrants liability is presented below: For the Six Months Ended Fair value at June 30, 2024 $ 1,353 Change in fair value (960 ) Fair value at December 31, 2024 $ 393 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. |