COMMON STOCK | 7. COMMON STOCK a) Issuances On July 26, 2017, the Company closed a brokered private placement (the “July 2017 Private Placement”) of units (the “Units”) of the Company. Under the July 2017 Private Placement, a total of 2,962,500 Units were issued at C$0.65 per Unit, for total gross proceeds to the Company of approximately C$1,926. Each Unit issued pursuant to the July 2017 Private Placement consists of one Common Share and Warrant. Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.79 until July 26, 2021. The July 2017 Private Placement was brokered by Mackie Research Capital Corporation (the “Agent”). The Company paid the Agent an aggregate cash commission of approximately C$125, equal to six and a half per cent (6.5%) of the gross proceeds raised under the July 2017 Private Placement. The Company also issued to the Agent 192,562 broker warrants (the “Broker Warrants”), equal to six and a half per cent (6.5%) of the Units sold pursuant to the July 2017 Private Placement. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.79 until July 26, 2021. The fair value of the Broker Warrants of $41 was estimated based on the Black Scholes pricing model using a risk-free interest rate of 1.32%, an expected dividend yield of 0%, a volatility of 60.3%, and an expected life of four years. Total cash issue costs including agents’ commission, legal and other fees was $189. Proceeds of the July 2017 Private Placement were used for general working capital purposes and to continue to advance the Company’s Elk Creek Superalloy Materials Project. On September 5, 2017, the Company entered into a shares-for-debt agreement with Northcott Capital Limited (“Northcott”) whereby NioCorp issued 415,747 common shares of the Company to settle a debt of C$253,606 owed to Northcott for past and prospective services through December 2017. Northcott manages NioCorp’s current effort to assemble a debt financing package as part of the Company’s overall Elk Creek project financing effort. The shares issued to Northcott were priced at C$0.61, which represents a 10% premium over the five-day Volume Weighted Average Price of NioCorp’s shares of C$0.5571 as of the date of the agreement. b) Stock Options The Company has a rolling stock option plan (the “Plan”) whereby the Company may grant stock options to executive officers and directors, employees, and consultants at an exercise price to be determined by the board of directors, provided the exercise price is not lower than the greater of (i) the last closing price of the Company’s common shares on the TSX and (ii) the volume weighted average closing price of the Company’s common shares on the TSX for the five days immediately prior to the date of grant. The Plan provides for the issuance of up to 10% of the Company’s issued Common Shares as at the date of grant with each stock option having a maximum term of ten years. The board of directors has the exclusive power over the granting of options and their vesting provisions. Stock option transactions are summarized as follows: Number of Weighted Average Exercise Price (C$) Balance, June 30, 2017 16,605,000 $ 0.73 Exercised (10,091 ) 0.62 Cancelled/expired (1,750,000 ) 0.68 Balance, September 30, 2017 14,844,909 $ 0.73 The following table summarizes information about stock options outstanding at September 30, 2017: Exercise Expiry date Number outstanding Aggregate Number exercisable Aggregate $ 0.62 January 19, 2021 5,264,909 $ — 5,264,909 $ — $ 0.76 March 7, 2022 5,650,000 — 2,825,000 — $ 0.80 December 22, 2017 2,720,000 — 2,720,000 — $ 0.94 April 28, 2018 500,000 — 500,000 — $ 0.94 July 21, 2021 710,000 — 532,500 — Balance September 30, 2017 14,844,909 $ — 11,842,409 $ — The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of C$0.52 as of September 30, 2017, that would have been received by the option holders had all option holders exercised their options as of that date. In-the-money options vested and exercisable as of September 30, 2017, totaled -nil-. As of September 30, 2017, there was $430 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan. The cost is expected to be recognized over a remaining weighted average period of approximately 0.9 years. c) Warrants Warrant transactions are summarized as follows: Warrants Weighted average exercise price (C$) Balance June 30, 2017 20,609,086 $ 0.79 Granted 3,698,958 0. 78 Balance, September 30, 2017 24,308,044 $ 0. 79 As discussed above under Note 5, the Company granted 543,896 Convertible Security Increase warrants to Lind in connection with the funding of the Convertible Security Increase. As discussed above under Note 6a, the Company granted 2,962,500 warrants and 192,562 broker warrants in conjunction with the July 2017 Private Placement. At September 30, 2017, the Company has outstanding exercisable warrants, as follows: Number Exercise Price (C$) Expiry Date 283,413 0.66 September 28, 2020 3,125,000 0.72 December 22, 2018 260,483 0.73 August 15, 2020 9,150,285 0.75 January 19, 2019 3,155,062 0.79 July 26, 2021 3,860,800 0.85 February 14, 2020 3,043,024 0.85 February 21, 2020 539,307 0.85 February 28, 2020 890,670 0.90 March 31, 2020 24,308,044 |