Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | NIOCORP DEVELOPMENTS LTD | |
Entity Central Index Key | 1,512,228 | |
Document Type | 10-Q | |
Trading Symbol | NIOBF | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 184,626,976 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current | ||
Cash | $ 1,724 | $ 4,412 |
Restricted cash | 500 | |
Receivables | 5 | 5 |
Prepaid expenses | 66 | 101 |
Total current assets | 2,295 | 4,518 |
Non-current | ||
Deposits | 65 | 65 |
Available for sale securities at fair value | 43 | 32 |
Equipment | 12 | 14 |
Mineral interests | 10,617 | 10,617 |
Total assets | 13,032 | 15,246 |
Current | ||
Accounts payable and accrued liabilities | 1,740 | 1,256 |
Related party loan | 1,000 | 1,000 |
Total current liabilities | 2,740 | 2,256 |
Convertible debt | 6,279 | 6,466 |
Derivative liability, convertible debt | 247 | 330 |
Total liabilities | 9,266 | 9,052 |
SHAREHOLDERS' EQUITY | ||
Common stock, unlimited shares authorized; shares outstanding: 180,598,219 and 180,467,990, respectively | 58,465 | 58,401 |
Additional paid-in capital | 8,847 | 8,630 |
Accumulated deficit | (62,997) | (60,222) |
Accumulated other comprehensive loss | (549) | (615) |
Total equity | 3,766 | 6,194 |
Total liabilities and equity | $ 13,032 | $ 15,246 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - shares | Sep. 30, 2016 | Jun. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, outstanding | 180,598,219 | 180,467,990 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating expenses | ||
Consulting | $ 64 | |
Depreciation | 2 | 2 |
Employee related costs | 540 | 338 |
Finance costs | 12 | |
Professional fees | 333 | 33 |
Exploration expenditures | 1,970 | 1,964 |
Other operating expenses | 135 | 226 |
Total operating expenses | 2,980 | 2,639 |
Change in financial instrument fair value | (296) | (29) |
Foreign exchange loss | 33 | 150 |
Interest expense | 69 | 53 |
Gain on available for sale securities | (11) | (6) |
Loss before income taxes | 2,775 | 2,807 |
Income tax benefit | ||
Net loss | 2,775 | 2,807 |
Other comprehensive loss: | ||
Net loss | 2,775 | 2,807 |
Other comprehensive gain: | ||
Reporting currency translation | (66) | (234) |
Total comprehensive loss | $ 2,709 | $ 2,573 |
Loss per common share, basic and diluted (in dollars per shares) | $ 0.02 | $ 0.02 |
Weighted average common shares outstanding (in shares) | 180,530,068 | 157,599,039 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Total loss for the period | $ (2,775) | $ (2,807) |
Adjustments for: | ||
Depreciation | 2 | 2 |
Change in financial instrument fair value | (296) | (29) |
Unrealized gain on available-for-sale investments | (11) | (6) |
Accretion of convertible debt | 46 | |
Foreign exchange loss | 124 | 279 |
Share-based compensation | 218 | 57 |
Subtotal | (2,692) | (2,504) |
Change in non-cash working capital items: | ||
Receivables | (1) | |
Prepaid expenses | 34 | 11 |
Accounts payable and accrued liabilities | 411 | 336 |
Net cash used in operating activities | (2,247) | (2,158) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Restricted cash funding | (500) | |
Acquisition of equipment | (2) | |
Net cash used in investing activities | (500) | (2) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of capital stock | 64 | 901 |
Issuance of convertible debt, net of issuance costs | 654 | |
Related party debt draws | 500 | |
Net cash provided by financing activities | 64 | 2,055 |
Exchange rate effect on cash | (5) | (112) |
Change in cash during the period | (2,688) | (217) |
Cash, beginning of period | 4,412 | 753 |
Cash, end of period | 1,724 | 536 |
Supplemental cash flow information: | ||
Amounts paid for interest | 16 | |
Amounts paid for income taxes | ||
Non-cash financing transaction |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Shareholders' Equity (unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Balance, beginning at Jun. 30, 2015 | $ 47,617 | $ 7,250 | $ (48,814) | $ (1,042) | $ 5,011 |
Balance, beginning (in shares) at Jun. 30, 2015 | 156,420,334 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of warrants | $ 5,838 | 5,838 | |||
Exercise of warrants (in shares) | 12,549,309 | ||||
Exercise of options | $ 405 | 405 | |||
Exercise of options (in shares) | 1,415,000 | ||||
Fair value of broker warrants granted | 15 | 15 | |||
Fair value of Lind Warrants granted | 620 | 620 | |||
Private placement - January 2016 | $ 3,750 | 3,750 | |||
Private placement - January 2016 (in shares) | 9,074,835 | ||||
Debt conversions | $ 638 | 638 | |||
Debt conversions (in shares) | 1,008,512 | ||||
Share issuance costs | $ (151) | (151) | |||
Fair value of stock options exercised | 304 | (304) | |||
Share-based payments | 1,049 | 1,049 | |||
Reporting currency presentation | 427 | 427 | |||
Loss for the period | (11,408) | (11,408) | |||
Balance, ending at Jun. 30, 2016 | $ 58,401 | 8,630 | (60,222) | (615) | $ 6,194 |
Balance, ending (in shares) at Jun. 30, 2016 | 180,467,990 | 180,467,990 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of warrants | $ 64 | $ 64 | |||
Exercise of warrants (in shares) | 130,229 | ||||
Exercise of options (in shares) | |||||
Share-based payments | 217 | $ 217 | |||
Reporting currency presentation | 66 | (66) | |||
Loss for the period | (2,775) | (2,775) | |||
Balance, ending at Sep. 30, 2016 | $ 58,465 | $ 8,847 | $ (62,997) | $ (549) | $ 3,766 |
Balance, ending (in shares) at Sep. 30, 2016 | 180,598,219 | 180,598,219 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS NioCorp Developments Ltd. (the “Company”) was incorporated on February 27, 1987 under the laws of the Province of British Columbia and currently operates in one reportable operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the “Elk Creek Project”) located in Southeastern Nebraska. These financial statements have been prepared on a going concern basis that contemplates the realization of assets and discharge of liabilities at their carrying values in the normal course of business for the foreseeable future. These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project. The Company’s ability to continue as a going concern is uncertain and 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 | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PREPARATION | 2. BASIS OF PREPARATION a) Basis of Preparation and Consolidation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries with all significant intercompany transactions eliminated. The accounting policies followed in preparing these consolidated interim financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2016. In the opinion of management, all adjustments considered necessary (including reclassifications and normal recurring adjustments) to present fairly the financial position, results of operations and cash flows at September 30, 2016 and for all periods presented, have been included in these interim condensed consolidated financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2016. The interim results are not necessarily indicative of results for the full year ending June 30, 2017, or future operating periods. b) Recent Accounting Standards In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from the previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements of FASB Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition and most industry-specific guidance. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This ASU provides alternative methods of retrospective adoption and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption would be permitted but not before annual periods beginning after December 15, 2016. The Company is currently assessing the potential impact of adopting this ASU on its consolidated financial statements and related disclosures. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have a material impact on the financial statement presentation of the Company. c) Use of Estimates The preparation of consolidated financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations 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. |
GOING CONCERN ISSUES
GOING CONCERN ISSUES | 3 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN ISSUES | 3. GOING CONCERN ISSUES The Company incurred a loss of $2,775 for the three months ended September 30, 2016 (2015 - $2,807), and has an accumulated deficit of $62,997 as of September 30, 2016. In addition, the Company has a working capital deficiency of $445 as of September 30, 2016. These factors indicate the existence of a material uncertainty that raises substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue operations and fund its expenditures is dependent on Management’s ability to secure additional financing. Management is actively pursuing such additional sources of financing, and while it has been successful in doing so in the past, there can be no assurance it will be able to do so in the future. These consolidated financial statements do not give effect to any adjustments required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements. |
RESTRICTED CASH
RESTRICTED CASH | 3 Months Ended |
Sep. 30, 2016 | |
Restricted Cash | |
RESTRICTED CASH | 4. RESTRICTED CASH Restricted cash represents amounts held in escrow to secure payment of feasibility study work. On October 5, 2016, $235 of these funds were released back to the Company. Under the terms of the escrow agreement, the balance of $265 will be drawn against outstanding accounts payable once certain project milestones are met. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | 5. CONVERTIBLE DEBT As of September 30, June 30, Convertible Notes $ 501 $ 475 Convertible Security 5,778 5,991 $ 6,279 $ 6,466 Convertible Notes Changes in the Notes balance are comprised of the following: Convertible Notes Balance, June 30, 2016 $ 475 Accreted interest, net of interest paid 26 Balance, September 30, 2016 $ 501 The changes in the derivative liability related to the conversion feature are as follows: Derivative Balance, June 30, 2016 $ 330 Change in fair value of derivative liability (83 ) Balance, September 30, 2016 $ 247 Lind Partners Convertible Security Funding Changes in the Convertible Security balance are comprised of the following: Convertible Security Opening balance $ 5,991 Conversions - Change in fair market value (213 ) Balance, September 30, 2016 $ 5,778 The Convertible Security contains financial and non-financial covenants customary for a facility of this size and nature, and includes a financial covenant defining an event of default as all present and future liabilities of the Company or any of its subsidiaries, exclusive of related party loans, for an amount or amounts exceeding $2,000, and which have not been satisfied on time or within 90 days of invoice, or have become prematurely payable as a result of its default or breach. The Company was in compliance as of September 30, 2016. |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
COMMON STOCK | 6. COMMON STOCK a) Stock Options The Company has a rolling stock option plan (the “Plan”) whereby the Company may grant stock options to executive officers and directors, employees, and consultants at an exercise price to be determined by the board of directors, provided the exercise price is not lower than the market value on the date of grant. The Plan provides for the issuance of up to 10% of the Company’s issued common shares as at the date of grant with each stock option having a maximum term of five years. The board of directors has the exclusive power over the granting of options and their vesting provisions. Stock option transactions are summarized as follows: Number of Weighted Balance, June 30, 2016 11,465,000 $ 0.69 Granted 710,000 0.96 Exercised - - Cancelled/expired - - Balance, September 30, 2016 12,175,000 0.71 The following table summarizes the information and assumptions used to determine option costs for the three-month period ended September 30, 2016: Fair value per option granted during the period (C$) $ 0.50 Risk-free interest rate 0.75 % Expected dividend yield 0 % Expected stock price volatility (historical basis) 97.2 % Expected option life in years 2.15 The following table summarizes information about stock options outstanding at September 30, 2016: Exercise Expiry date Number Aggregate Number Aggregate $ 0.50 May 9, 2017 370,000 $ 115 370,000 $ 115 $ 0.62 January 19, 2021 5,575,000 1,059 2,787,500 530 $ 0.65 May 20, 2017 50,000 8 50,000 8 $ 0.65 July 28, 2017 1,250,000 200 1,250,000 200 $ 0.76 September 2, 2017 500,000 25 500,000 25 $ 0.80 December 22, 2017 3,220,000 32 3,220,000 32 $ 0.94 April 28, 2018 500,000 - 375,000 - $ 0.96 July 21, 2021 710,000 - - - Balance September 30, 2016 12,175,000 $ 1,439 8,552,500 $ 910 The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of C$0.81 as of September 30, 2016, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of September 30, 2016 was 8,177,500. As of September 30, 2016, there was $380 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a weighted average period of approximately 1.25 years. b) Warrants Warrant transactions are summarized as follows: Warrants Weighted average Balance June 30, 2016 22,733,685 $ 0.74 Granted - - Exercised (130,229 ) 0.65 Expired - - Balance, September 30, 2016 22,603,456 $ 0.74 At September 30, 2016, the Company has outstanding exercisable warrants, as follows: Number Exercise Expiry Date 7,431,261 $ 0.65 November 10, 2016 182,910 0.85 February 27, 2017 2,714,000 1.00 February 27, 2017 3,125,000 0.72 December 22, 2018 9,150,285 0.75 January 19, 2019 22,603,456 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 3 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 7. RELATED PARTY TRANSACTIONS AND BALANCES Related party loan represents the amount outstanding on a loan with Mark Smith, Chief Executive Officer and Executive Chairman of NioCorp. The loan is due June 17, 2017, bears an interest rate of 10%, is secured by the Company’s assets pursuant to a concurrently executed general security agreement, and is subject to both a 2.5% establishment fee and 2.5% prepayment fee. As of September 30, 2016, accounts payable and accrued liabilities included interest payable to Mr. Smith of $80. |
EXPLORATION EXPENDITURES
EXPLORATION EXPENDITURES | 3 Months Ended |
Sep. 30, 2016 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
EXPLORATION EXPENDITURES | 8. Exploration Expenditures For the three months 2016 2015 Technical studies and engineering $ 519 $ 1,416 Field management and other 234 168 Drilling - 281 Metallurgical development 1,190 85 Geologists and field staff 27 14 Total $ 1,970 $ 1,964 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 9. Fair Value Measurements The Company measures the fair value of financial assets and liabilities based on US 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 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 table presents information about the assets and liabilities that are measured at fair value on a recurring basis as at September 30, 2016 and June 30, 2016, and indicates 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 included situations where there is little, if any, market activity for the instrument: As of September 30, 2016 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 1,724 $ 1,724 $ - $ - Available for sale securities 43 43 - - Total $ 1,767 $ 1,767 $ - $ - Liabilities: Convertible debt $ 5,778 $ - $ - $ 5,778 Derivative liability, convertible debt 247 - - 247 $ 6,025 $ - $ - $ 6,025 As of June 30, 2016 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 4,412 $ 4,412 $ - $ - Available for sale securities 32 32 - - Total $ 4,444 $ 4,444 $ - $ - Liabilities: Convertible debt $ 5,991 $ - $ - $ 5,991 Derivative liability, convertible debt 330 - - 330 $ 6,321 $ - $ - $ 6,321 The Company measures the fair market value of the Level 3 components using the Black-Scholes model and discounted cash flows, as appropriate. These models are prepared by a third party and take into account management's best estimate of the conversion price of the stock, an estimate of the expected time to conversion, an estimate of the stock's volatility, and the risk-free rate of return expected for an instrument with a term equal to the duration of the convertible debt. The following table sets forth a reconciliation of changes in the fair value of the Company's convertible debt components classified as Level 3 in the fair value hierarchy: Beginning balance $ 6,321 Conversions to equity - Realized and unrealized losses (296 ) Ending balance $ 6,025 |
BASIS OF PREPARATION (Policies)
BASIS OF PREPARATION (Policies) | 3 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Preparation and Consolidation | a) Basis of Preparation and Consolidation The accompanying unaudited interim condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The interim condensed consolidated financial statements include the consolidated accounts of the Company and its wholly-owned subsidiaries with all significant intercompany transactions eliminated. The accounting policies followed in preparing these consolidated interim financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2016. In the opinion of management, all adjustments considered necessary (including reclassifications and normal recurring adjustments) to present fairly the financial position, results of operations and cash flows at September 30, 2016 and for all periods presented, have been included in these interim condensed consolidated financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended June 30, 2016. The interim results are not necessarily indicative of results for the full year ending June 30, 2017, or future operating periods. |
Recent Accounting Standards | b) Recent Accounting Standards In February 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-02, Leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than twelve months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from the previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity. In November 2014, the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The ASU clarifies how current guidance should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of a host contract. The ASU is effective for fiscal years and interim periods beginning after December 15, 2015. The Company is currently assessing the impact, if any, of implementing this guidance on its consolidated financial position, results of operations and liquidity. |
Use of Estimates | c) Use of Estimates The preparation of consolidated financial statements in conformity with US 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 financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations 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. |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | As of September 30, June 30, Convertible Notes $ 501 $ 475 Convertible Security 5,778 5,991 $ 6,279 $ 6,466 |
Schedule of changes in the notes balance | Changes in the Notes balance are comprised of the following: Convertible Notes Balance, June 30, 2016 $ 475 Accreted interest, net of interest paid 26 Balance, September 30, 2016 $ 501 |
Schedule of derivative liability related to the conversion feature | The changes in the derivative liability related to the conversion feature are as follows: Derivative Balance, June 30, 2016 $ 330 Change in fair value of derivative liability (83 ) Balance, September 30, 2016 $ 247 |
Schedule of change in convertible security balance | Changes in the Convertible Security balance are comprised of the following: Convertible Security Opening balance $ 5,991 Conversions - Change in fair market value (213 ) Balance, September 30, 2016 $ 5,778 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of stock option | Stock option transactions are summarized as follows: Number of Weighted Balance, June 30, 2016 11,465,000 $ 0.69 Granted 710,000 0.96 Exercised - - Cancelled/expired - - Balance, September 30, 2016 12,175,000 0.71 |
Schedule of information and assumptions used to determine option costs | The following table summarizes the information and assumptions used to determine option costs for the three-month period ended September 30, 2016: Fair value per option granted during the period (C$) $ 0.50 Risk-free interest rate 0.75 % Expected dividend yield 0 % Expected stock price volatility (historical basis) 97.2 % Expected option life in years 2.15 |
Schedule of information about stock options outstanding | The following table summarizes information about stock options outstanding at September 30, 2016: Exercise Expiry date Number Aggregate Number Aggregate $ 0.50 May 9, 2017 370,000 $ 115 370,000 $ 115 $ 0.62 January 19, 2021 5,575,000 1,059 2,787,500 530 $ 0.65 May 20, 2017 50,000 8 50,000 8 $ 0.65 July 28, 2017 1,250,000 200 1,250,000 200 $ 0.76 September 2, 2017 500,000 25 500,000 25 $ 0.80 December 22, 2017 3,220,000 32 3,220,000 32 $ 0.94 April 28, 2018 500,000 - 375,000 - $ 0.96 July 21, 2021 710,000 - - - Balance September 30, 2016 12,175,000 $ 1,439 8,552,500 $ 910 |
Schedule of warrant transactions | Warrant transactions are summarized as follows: Warrants Weighted average Balance June 30, 2016 22,733,685 $ 0.74 Granted - - Exercised (130,229 ) 0.65 Expired - - Balance, September 30, 2016 22,603,456 $ 0.74 |
Schedule of outstanding exercisable warrants | At September 30, 2016, the Company has outstanding exercisable warrants, as follows: Number Exercise Expiry Date 7,431,261 $ 0.65 November 10, 2016 182,910 0.85 February 27, 2017 2,714,000 1.00 February 27, 2017 3,125,000 0.72 December 22, 2018 9,150,285 0.75 January 19, 2019 22,603,456 |
EXPLORATION EXPENDITURES (Tabl
EXPLORATION EXPENDITURES (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of exploration expenditures | For the three months 2016 2015 Technical studies and engineering $ 519 $ 1,416 Field management and other 234 168 Drilling - 281 Metallurgical development 1,190 85 Geologists and field staff 27 14 Total $ 1,970 $ 1,964 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values determined by Level 3 inputs are unobservable data | The following table presents information about the assets and liabilities that are measured at fair value on a recurring basis as at September 30, 2016 and June 30, 2016, and indicates 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 included situations where there is little, if any, market activity for the instrument: As of September 30, 2016 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 1,724 $ 1,724 $ - $ - Available for sale securities 43 43 - - Total $ 1,767 $ 1,767 $ - $ - Liabilities: Convertible debt $ 5,778 $ - $ - $ 5,778 Derivative liability, convertible debt 247 - - 247 $ 6,025 $ - $ - $ 6,025 As of June 30, 2016 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 4,412 $ 4,412 $ - $ - Available for sale securities 32 32 - - Total $ 4,444 $ 4,444 $ - $ - Liabilities: Convertible debt $ 5,991 $ - $ - $ 5,991 Derivative liability, convertible debt 330 - - 330 $ 6,321 $ - $ - $ 6,321 |
Schedule of reconciliation of changes in the fair value | The following table sets forth a reconciliation of changes in the fair value of the Company's convertible debt components classified as Level 3 in the fair value hierarchy: Beginning balance $ 6,321 Conversions to equity - Realized and unrealized losses (296 ) Ending balance $ 6,025 |
GOING CONCERN ISSUES (Details N
GOING CONCERN ISSUES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | |||
Accumulated deficit | $ (62,997) | $ (60,222) | |
Net loss | (2,775) | $ (2,807) | $ (11,408) |
Working capital deficit | $ 445 |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
Oct. 05, 2016USD ($) | |
Restricted cash amounts held in escrow account | $ 235 |
Accounts Payable [Member] | |
Restricted cash amounts held in escrow account | $ 265 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Convertible debt | $ 6,279 | $ 6,466 |
Unsecured Convertible Promissory Notes [Member] | ||
Convertible debt | 501 | 475 |
Secured Convertible Security [Member] | ||
Convertible debt | $ 5,778 | $ 5,991 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Convertible Notes [Roll Forward] | |
Balance at beginning | $ 6,466 |
Balance at ending | 6,279 |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Notes [Roll Forward] | |
Balance at beginning | 475 |
Accreted interest, net of interest paid | 26 |
Balance at ending | $ 501 |
CONVERTIBLE DEBT (Details 2)
CONVERTIBLE DEBT (Details 2) $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative Instruments and Hedges, Liabilities, Noncurrent [Roll Forward] | |
Balance at beginning | $ 330 |
Balance at ending | 247 |
Unsecured Convertible Promissory Notes [Member] | |
Derivative Instruments and Hedges, Liabilities, Noncurrent [Roll Forward] | |
Balance at beginning | 330 |
Change in fair value of derivative liability | (83) |
Balance at ending | $ 247 |
CONVERTIBLE DEBT (Details 3)
CONVERTIBLE DEBT (Details 3) $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Change Convertible Security Balance [Roll Forward] | |
Balance at beginning | $ 6,466 |
Balance at ending | 6,279 |
Secured Convertible Security [Member] | |
Change Convertible Security Balance [Roll Forward] | |
Balance at beginning | 5,991 |
Conversions | |
Change in fair market value | (213) |
Balance at ending | $ 5,778 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) | 3 Months Ended |
Sep. 30, 2016 | |
Secured Convertible Security [Member] | |
Description of convenent | The Convertible Security contains financial and non-financial covenants customary for a facility of this size and nature, and includes a financial covenant defining an event of default as all present and future liabilities of the Company or any of its subsidiaries, exclusive of related party loans, for an amount or amounts exceeding $2,000, and which have not been satisfied on time or within 90 days of invoice, or have become prematurely payable as a result of its default or breach. |
COMMON STOCK (Details)
COMMON STOCK (Details) | 3 Months Ended |
Sep. 30, 2016CAD / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at beginning | shares | 11,465,000 |
Granted | shares | 710,000 |
Exercised | shares | |
Cancelled/expired | shares | |
Balance at end | shares | 12,175,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Balance at beginning | CAD / shares | CAD 0.69 |
Granted | CAD / shares | 0.96 |
Exercised | CAD / shares | |
Cancelled/expired | CAD / shares | |
Balance at end | CAD / shares | CAD 0.71 |
COMMON STOCK (Details 1)
COMMON STOCK (Details 1) | 3 Months Ended |
Sep. 30, 2016CAD / shares | |
Equity [Abstract] | |
Fair value per option granted during the period (C$) | CAD 0.50 |
Risk-free interest rate | 0.75% |
Expected dividend yield | 0.00% |
Expected stock price volatility (historical basis) | 97.20% |
Expected option life in years | 2 years 1 month 24 days |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($)shares | |
Number of outstanding | shares | 12,175,000 |
Aggregate Intrinsic Value | $ | $ 1,439 |
Number of exercisable | shares | 8,552,500 |
Aggregate Intrinsic Value | $ | $ 910 |
Exercise Price C$0.50 [Member] | |
Expiry date | May 9, 2017 |
Number of outstanding | shares | 370,000 |
Aggregate Intrinsic Value | $ | $ 115 |
Number of exercisable | shares | 370,000 |
Aggregate Intrinsic Value | $ | $ 115 |
Exercise Price C$0.62 [Member] | |
Expiry date | Jan. 19, 2021 |
Number of outstanding | shares | 5,575,000 |
Aggregate Intrinsic Value | $ | $ 1,059 |
Number of exercisable | shares | 2,787,500 |
Aggregate Intrinsic Value | $ | $ 530 |
Exercise Price C$0.65 [Member] | |
Expiry date | May 20, 2017 |
Number of outstanding | shares | 50,000 |
Aggregate Intrinsic Value | $ | $ 8 |
Number of exercisable | shares | 50,000 |
Aggregate Intrinsic Value | $ | $ 8 |
Exercise Price C$0.65 [Member] | |
Expiry date | Jul. 28, 2017 |
Number of outstanding | shares | 1,250,000 |
Aggregate Intrinsic Value | $ | $ 200 |
Number of exercisable | shares | 1,250,000 |
Aggregate Intrinsic Value | $ | $ 200 |
Exercise Price C$0.76 [Member] | |
Expiry date | Sep. 2, 2017 |
Number of outstanding | shares | 500,000 |
Aggregate Intrinsic Value | $ | $ 25 |
Number of exercisable | shares | 500,000 |
Aggregate Intrinsic Value | $ | $ 25 |
Exercise Price C$0.80 [Member] | |
Expiry date | Dec. 22, 2017 |
Number of outstanding | shares | 3,220,000 |
Aggregate Intrinsic Value | $ | $ 32 |
Number of exercisable | shares | 3,220,000 |
Aggregate Intrinsic Value | $ | $ 32 |
Exercise Price C$0.94 [Member] | |
Expiry date | Apr. 28, 2018 |
Number of outstanding | shares | 500,000 |
Aggregate Intrinsic Value | $ | |
Number of exercisable | shares | 375,000 |
Aggregate Intrinsic Value | $ | |
Exercise Price C$0.96 [Member] | |
Expiry date | Jul. 21, 2021 |
Number of outstanding | shares | 710,000 |
Aggregate Intrinsic Value | $ | |
Number of exercisable | shares | |
Aggregate Intrinsic Value | $ |
COMMON STOCK (Details 3)
COMMON STOCK (Details 3) - Warrants [Member] | 3 Months Ended |
Sep. 30, 2016CAD / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Balance, at beginning | shares | 22,733,685 |
Granted | shares | |
Exercised | shares | (130,229) |
Expired | shares | |
Balance, at end | shares | 22,603,456 |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Weighted average exercise price [Roll Forward] | |
Balance, at beginning | CAD / shares | CAD 0.74 |
Granted | CAD / shares | |
Exercised | CAD / shares | 0.65 |
Expired | CAD / shares | |
Balance, at end | CAD / shares | CAD 0.74 |
COMMON STOCK (Details 4)
COMMON STOCK (Details 4) | 3 Months Ended |
Sep. 30, 2016CAD / sharesshares | |
Warrants One[Member] | |
Number of shares | 7,431,261 |
Exercise Price | CAD / shares | CAD 0.65 |
Expiry date | Nov. 10, 2016 |
Warrants Two [Member] | |
Number of shares | 182,910 |
Exercise Price | CAD / shares | CAD 0.85 |
Expiry date | Feb. 27, 2017 |
Warrants Three [Member] | |
Number of shares | 2,714,000 |
Exercise Price | CAD / shares | CAD 1 |
Expiry date | Feb. 27, 2017 |
Warrants Four [Member] | |
Number of shares | 3,125,000 |
Exercise Price | CAD / shares | CAD 0.72 |
Expiry date | Dec. 22, 2018 |
Warrants Five [Member] | |
Number of shares | 9,150,285 |
Exercise Price | CAD / shares | CAD 0.75 |
Expiry date | Jan. 19, 2019 |
Warrants [Member] | |
Number of shares | 22,603,456 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - 3 months ended Sep. 30, 2016 - Stock Option Plan [Member] $ in Thousands | USD ($)shares | CAD / shares |
Percentage of maximum outstanding stock issued under plan | 10.00% | |
Plan award term | 5 years | |
Number of vested and exercisable options | shares | 8,177,500 | |
Unrecognized compensation cost | $ | $ 380 | |
Cost recognized weighted average period | 1 year 3 months | |
Canada [Member] | ||
Share price (in dollars per share) | CAD / shares | CAD 0.81 |
RELATED PARTY TRANSACTIONS AN34
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - Mark A. Smith [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Interest payable | $ 80 |
Smith Loans [Member] | General Security Agreement [Member] | |
Description of fees associated with providing collateral for the credit facility | Secured by the Companys assets pursuant to a concurrently executed general security agreement, and is subject to both a 2.5% establishment fee and 2.5% prepayment fee. |
Expiration date | Jun. 17, 2017 |
Credit facility interest rate | 10.00% |
EXPLORATION EXPENDITURES (Detai
EXPLORATION EXPENDITURES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Total | $ 1,970 | $ 1,964 |
Technical Studies And Engineering [Member] | ||
Total | 519 | 1,416 |
Field Management and Other [Member] | ||
Total | 234 | 168 |
Drilling [Member] | ||
Total | 281 | |
Metallurgical development [Member] | ||
Total | 1,190 | 85 |
Geologists and Field Staff [Member] | ||
Total | $ 27 | $ 14 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Level 3 [Member] | ||
Liabilities: | ||
Convertible debt | $ 6,025 | $ 6,321 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 1,724 | 4,412 |
Available for sale securities | 43 | 32 |
Total | 1,767 | 4,444 |
Liabilities: | ||
Convertible debt | 5,778 | 5,991 |
Derivative liability, convertible debt | 247 | 330 |
Total | 6,025 | 6,321 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 1,724 | 4,412 |
Available for sale securities | 43 | 32 |
Total | 1,767 | 4,444 |
Liabilities: | ||
Convertible debt | ||
Derivative liability, convertible debt | ||
Total | ||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Available for sale securities | ||
Total | ||
Liabilities: | ||
Convertible debt | ||
Derivative liability, convertible debt | ||
Total | ||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Available for sale securities | ||
Total | ||
Liabilities: | ||
Convertible debt | 5,778 | 5,991 |
Derivative liability, convertible debt | 247 | 330 |
Total | $ 6,025 | $ 6,321 |
FAIR VALUE MEASUREMENTS (Deta37
FAIR VALUE MEASUREMENTS (Details 1) - Level 3 [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2016USD ($) | |
Debt Instrument, Fair Value Disclosure [Roll Forward] | |
Beginning balance | $ 6,321 |
Conversions to equity | |
Realized and unrealized losses | (296) |
Ending balance | $ 6,025 |