Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
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 | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 210,922,398 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Current | ||
Cash | $ 483 | $ 238 |
Restricted cash | 265 | |
Prepaid expenses and other | 28 | 152 |
Other current assets | 456 | |
Total current assets | 967 | 655 |
Non-current | ||
Deposits | 36 | 51 |
Available for sale securities at fair value | 14 | 23 |
Equipment | 2 | 5 |
Mineral interests | 10,617 | 10,617 |
Total assets | 11,636 | 11,351 |
Current | ||
Accounts payable and accrued liabilities | 1,845 | 3,146 |
Related party loans | 1,480 | 1,175 |
Convertible debt, current portion | 710 | 2,161 |
Derivative liability, convertible debt | 41 | |
Total current liabilities | 4,076 | 6,482 |
Convertible debt, net of current portion | 4,580 | 1,896 |
Derivative liability, convertible debt | 82 | |
Total liabilities | 8,656 | 8,460 |
SHAREHOLDERS' EQUITY | ||
Common stock, unlimited shares authorized; shares outstanding: 210,202,442 and 198,776,337, respectively | 73,246 | 68,029 |
Additional paid-in capital | 12,163 | 10,320 |
Accumulated deficit | (81,771) | (74,852) |
Accumulated other comprehensive loss | (658) | (606) |
Total equity | 2,980 | 2,891 |
Total liabilities and equity | $ 11,636 | $ 11,351 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - shares | 9 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Jun. 30, 2017 | |
Statement of Financial Position [Abstract] | ||
Common stock, authorized | Unlimited | Unlimited |
Common stock, outstanding | 210,202,442 | 198,776,337 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Operating expenses | ||||
Employee related costs | $ 410 | $ 409 | $ 1,809 | $ 1,371 |
Professional fees | 150 | 133 | 543 | 745 |
Exploration expenditures | 483 | 2,761 | 1,499 | 7,128 |
Other operating expenses | 307 | 772 | 994 | 1,161 |
Total operating expenses | 1,350 | 4,075 | 4,845 | 10,405 |
Change in financial instrument fair value | 1,514 | 524 | 1,811 | 189 |
Foreign exchange loss (gain) | 180 | (80) | (21) | 113 |
Interest expense | 99 | 78 | 274 | 218 |
Loss on available for sale securities | 3 | 12 | 10 | 6 |
Loss before income taxes | 3,146 | 4,609 | 6,919 | 10,931 |
Income tax benefit | ||||
Net loss | 3,146 | 4,609 | 6,919 | 10,931 |
Other comprehensive loss: | ||||
Net loss | 3,146 | 4,609 | 6,919 | 10,931 |
Other comprehensive (gain) loss: | ||||
Reporting currency translation | (206) | 91 | 52 | (140) |
Total comprehensive loss | $ 2,940 | $ 4,700 | $ 6,971 | $ 10,791 |
Loss per common share, basic and diluted (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.03 | $ 0.06 |
Weighted average common shares outstanding (in shares) | 209,418,833 | 195,081,408 | 205,801,023 | 184,880,012 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Total loss for the period | $ (3,146) | $ (4,609) | $ (6,919) | $ (10,931) | $ (14,630) |
Non-cash elements included in net loss: | |||||
Depreciation | 4 | 7 | |||
Change in financial instrument fair value | 1,514 | 524 | 1,811 | 189 | |
Unrealized loss on available-for-sale investments | 10 | 6 | |||
Accretion of convertible debt | 118 | 85 | |||
Foreign exchange gain loss | 24 | 157 | |||
Share-based compensation | 1,252 | 862 | |||
Subtotal | (3,700) | (9,625) | |||
Change in working capital items: | |||||
Receivables | 8 | ||||
Prepaid expenses | 121 | 37 | |||
Accounts payable and accrued liabilities | (1,056) | 571 | |||
Net cash used in operating activities | (4,627) | (9,017) | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Deposits | 15 | ||||
Net cash used in investing activities | 15 | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from issuance of capital stock | 1,545 | 5,673 | |||
Share issue costs | (189) | (66) | |||
Issuance of convertible debt | 3,415 | 1,000 | |||
Related party debt drawdown | 305 | 175 | |||
Other current assets | (456) | ||||
Net cash provided by financing activities | 4,620 | 6,782 | |||
Exchange rate effect on cash, cash equivalents and restricted cash | (28) | (42) | |||
Change in cash, cash equivalents and restricted cash during period | (20) | (2,277) | |||
Cash, cash equivalents and restricted cash, beginning of period | 503 | 4,412 | 4,412 | ||
Cash, cash equivalents and restricted cash, end of period | $ 483 | $ 2,135 | 483 | 2,135 | $ 503 |
Supplemental cash flow information: | |||||
Amounts paid for interest | 149 | 48 | |||
Amounts paid for income taxes | |||||
Non-cash financing transactions | |||||
Lind conversions | 3,693 | 2,212 | |||
Debt to equity conversion | $ 207 |
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, 2016 | $ 58,401 | $ 8,630 | $ (60,222) | $ (615) | $ 6,194 |
Balance, beginning (in shares) at Jun. 30, 2016 | 180,467,990 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of warrants | $ 1,675 | 1,675 | |||
Exercise of warrants (in shares) | 3,447,137 | ||||
Exercise of options | $ 70 | 70 | |||
Exercise of options (in shares) | 150,000 | ||||
Fair value of broker warrants granted | 20 | 20 | |||
Fair value of Lind Warrants granted | 233 | 233 | |||
Private placement - February 2017 | $ 3,927 | 3,927 | |||
Private placement - February 2017 (in shares) | 7,364,789 | ||||
Debt conversions | $ 4,103 | 4,103 | |||
Debt conversions (in shares) | 7,346,421 | ||||
Share issuance costs | $ (181) | (181) | |||
Fair value of stock options exercised | 34 | (34) | |||
Share-based payments | 1,471 | 1,471 | |||
Reporting currency presentation | 9 | 9 | |||
Loss for the period | (14,630) | (14,630) | |||
Balance, ending at Jun. 30, 2017 | $ 68,029 | 10,320 | (74,852) | (606) | $ 2,891 |
Balance, ending (in shares) at Jun. 30, 2017 | 198,776,337 | 198,776,337 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of options | $ 5 | $ 5 | |||
Exercise of options (in shares) | 10,091 | 10,091 | |||
Fair value of broker warrants granted | 41 | $ 41 | |||
Fair value of Lind Warrants granted | 552 | 552 | |||
Private placements - July 2017 | $ 1,540 | 1,540 | |||
Private placements - July 2017 (in shares) | 2,962,500 | ||||
Private placement - September 2017 | $ 207 | 207 | |||
Private placement - September 2017 (in shares) | 415,747 | ||||
Debt conversions | $ 3,693 | 3,693 | |||
Debt conversions (in shares) | 8,037,767 | ||||
Share issuance costs | $ (230) | (230) | |||
Fair value of stock options exercised | 2 | (2) | |||
Share-based payments | 1,252 | 1,252 | |||
Reporting currency presentation | (52) | (52) | |||
Loss for the period | (6,919) | (6,919) | |||
Balance, ending at Mar. 31, 2018 | $ 73,246 | $ 12,163 | $ (81,771) | $ (658) | $ 2,980 |
Balance, ending (in shares) at Mar. 31, 2018 | 210,202,442 | 210,202,442 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS NioCorp Developments Ltd. (“NioCorp” or 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 | 9 Months Ended |
Mar. 31, 2018 | |
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 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 interim condensed consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2017. 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 March 31, 2018, 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 appropriate 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, 2017. The interim results are not necessarily indicative of results for the full year ending June 30, 2018, or future operating periods. b) Recent Accounting Standards Issued and Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting, and it allows for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted this guidance during the quarter ended September 30, 2017. The adoption of this ASU had no material impacts on our financial statement results or disclosures. Issued and Not Effective 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. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions occurring after the effective date. In February 2016, the FASB issued 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 US 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. 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, convertible debt 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. d) Reclassifications Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation and these reclassifications had no effect on the reported results of operations or net equity as previously disclosed. |
GOING CONCERN ISSUES
GOING CONCERN ISSUES | 9 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN ISSUES | 3. GOING CONCERN ISSUES The Company incurred a loss of $6,919 for the nine months ended March 31, 2018 (2017 - $10,931) and had a working capital deficit and an accumulated deficit of $3,109 and $81,771, respectively, as of March 31, 2018. 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 | 9 Months Ended |
Mar. 31, 2018 | |
Receivables [Abstract] | |
RESTRICTED CASH | 4. RESTRICTED CASH Restricted cash represents amounts held in escrow to secure payment of work related to the Company’s Elk Creek Feasibility Study. Under the terms of the escrow agreement, the balance of $265 was drawn against outstanding accounts payable during the quarter ended September 30, 2017. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Mar. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | 5. OTHER CURRENT ASSETS Other current assets include legal and other professional fees associated with obtaining project debt financing for the Elk Creek Project. Amounts will be deferred until funding is completed, at which time the balance will become a direct deduction from the related debt liability. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | 6. CONVERTIBLE DEBT As of March 31, 2018 June 30, 2017 Convertible debt, current portion $ 710 $ 2,161 Noncurrent: Convertible notes $ — $ 592 Convertible security 4,580 1,304 $ 4,580 $ 1,896 Convertible Security Funding Changes in the Lind Asset Management IV, LLC (“Lind”) convertible security (the “Convertible Security”) balance are comprised of the following: Convertible Security Balance, June 30, 2017 $ 3,465 Additional debt drawdown 3,500 Conversions, at fair value (3,693 ) Change in fair market value 1,308 Balance, March 31, 2018 $ 4,580 On August 10, 2017, Lind provided notice to the Company of its election to advance an additional $1,000 in funding under the Convertible Security pursuant to its right under the Convertible Security Funding Agreement, dated December 14, 2015, between the Company and Lind (the “Lind Agreement”). As a result, upon payment of the additional $1,000 in funding by Lind to the Company, the face value of the Convertible Security was increased by $1,200 ($1,000 in additional funding plus implied interest), and the Company issued warrants (“Warrants”) to Lind, as follows: Black Scholes Pricing Model Inputs Funding Date Face Value 1 Warrants Issued 2 Issue Price 3 Warrant Expiry Date Risk-free Rate Yield Volatility Expected Life August 15, 2017 $ 300 260,483 C$0.73 August 15, 2020 1.23% 0% 49.6% 3 years September 28, 2017 300 283,413 C$0.66 September 28, 2020 1.23% 0% 47.7% 3 years October 31, 2017 300 308,901 C$0.62 October 31, 2020 1.59% 0% 47.0% 3 years December 6, 2017 300 355,132 C$0.54 December 6, 2020 1.59% 0% 48.9% 3 years Total $ 1,200 1,207,929 1 Includes implied interest. 2 The value of warrants issued totaled $127, which was expensed to Change in Financial Instrument Fair Value. 3 The price to convert one warrant into one common share of the Company (“Common Share”). On January 23, 2018, Lind provided notice to the Company of its election to advance an additional $2,500 in funding (the “Initial Second Tranche Increase”) under the Convertible Security pursuant to its right under the Lind Agreement. As a result, upon payment of the additional $2,500 in funding by Lind to the Company, the face value of the Convertible Security was increased by $3,000 ($2,500 in additional funding plus implied interest), and the Company issued Warrants to Lind, as follows: Black Scholes Pricing Model Inputs Funding Date Face Value 1 Warrants Issued 2 Issue Price 3 Warrant Expiry Date Risk-free rate Yield Volatility Expected Life January 30, 2018 $ 1,800 1,546,882 C$0.72 January 30, 2021 1.78% 0% 56.5% 3 years February 5, 2018 600 529,344 C$0.70 February 5, 2021 1.78% 0% 56.6% 3 years February 7, 2018 600 541,435 C$0.69 February 7, 2021 1.78% 0% 56.7% 3 years Total $ 3,000 2,617,661 1 Includes implied interest. 2 The value of warrants issued totaled $425, which was expensed to Change in Financial Instrument Fair Value. 3 The price to convert one warrant into one Common Share. On March 27, 2018, the Company provided notice to Lind of its election to call an additional $1,000 in funding under the Convertible Security pursuant to its right under the Lind Agreement (together with the Initial Second Tranche Increase, the “Second Tranche Increase”). This amount was funded by Lind on April 5, 2018, and the face amount of the Convertible Security was increased by $1,200 ($1,000 in additional funding and $200 in implied interest). In connection with the funding, the Company issued 1,058,872 Warrants to Lind, with each Warrant entitling the holder to acquire one Common Share at a price of C$0.72 per share until April 5, 2021. The Convertible Security is convertible into Common Shares at a conversion price equal to 85% of the volume weighted average trading price (“Volume Weighted Average Price”) of the Common Shares (in Canadian dollars) on the Toronto Stock Exchange (the “TSX”) for the five consecutive trading days immediately prior to the date on which Lind provides the Company with notice of its intention to convert an amount of the Convertible Security from time to time. During the nine-month period ended March 31, 2018, $3,000 principal amount of the Convertible Security was converted into 8,037,767 Common Shares. The Convertible Security contains financial and non-financial covenants customary for a facility of its 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 with these covenants as of March 31, 2018. Convertible Notes Changes in the Company’s outstanding convertible promissory notes (the “Convertible Notes”) balance are comprised of the following: Convertible Notes Balance, June 30, 2017 $ 592 Accreted interest, net of interest paid 118 Balance, March 31, 2018 $ 710 The changes in the derivative liability related to the conversion feature of the Convertible Notes are as follows: Derivative Liability Balance, June 30, 2017 $ 82 Change in fair value of derivative liability (41 ) Balance, March 31, 2018 $ 41 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
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 (“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 one Warrant of the Company. 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 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 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 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 to settle a debt of C$254 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 per share, which represents a 10% premium over the five-day Volume Weighted Average Price of the Common Shares of C$0.5571 as of the date of the agreement. b) Stock Options On November 9, 2017, the Company’s shareholders voted to approve a new Long-Term Incentive Plan (the “Long-Term Incentive Plan”) and the granting of incentive securities thereunder until November 9, 2020. Under the Long-Term Incentive Plan, the Company’s Board of Directors (the “Board”) may, in its discretion from time to time, grant stock options (“Options”) and share units (in the form of RSUs and PSUs) to directors, employees and certain other service providers (as defined in the Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as described in the Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the Long-Term Incentive Plan, together with all other security-based compensation arrangements of the Company, including with respect to Options outstanding under the Company’s 2016 Incentive Stock Option Plan, 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 shall not exceed 5% of the issued and outstanding Common Shares from time to time. The Long-Term Incentive Plan limits the maximum number of Common Shares issued to insiders (as defined under TSX rules for this purpose) within any one-year period, or issuable to insiders at any time, in the aggregate, under all security-based compensation arrangements (including the Long-Term Incentive Plan) to 10% of the then issued and outstanding Common Shares. The Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance to any one participant under the 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). Under the Long-Term Incentive Plan, Options and share units granted to non-employee directors, together with all other equity awards, are limited to an annual equity award value of C$150 per non-employee director. The total value of Options issuable to a non-employee director in a one-year period is limited to C$100. Further, and subject to the adjustment provisions of the 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 not exceed 20,451,895 Common Shares. The Board has the exclusive power over the granting, amendment, administration or settlement of any award. Option transactions are summarized as follows: Number of Weighted Balance, June 30, 2017 16,605,000 $ 0.73 Issued 3,925,000 0.47 Exercised (10,091 ) 0.62 Cancelled/expired (4,470,000 ) 0.75 Balance, March 31, 2018 16,049,909 $ 0.66 The following table summarizes information about Options outstanding at March 31, 2018: Exercise Price (C$) Expiry Date Number Outstanding Aggregate Intrinsic Value (C$) Number Exercisable Aggregate Intrinsic Value (C$) $ 0.47 November 9, 2022 3,925,000 $ 510 3,925,000 $ 510 $ 0.62 January 19, 2021 5,264,909 — 5,264,909 — $ 0.76 March 6, 2022 5,650,000 — 4,237,500 — $ 0.94 April 28, 2018 400,000 — 400,000 — $ 0.94 April 28, 2019 100,000 — 75,000 — $ 0.94 July 21, 2021 710,000 — 710,000 — 16,049,909 $ 510 14,612,409 $ 510 The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing Common Share price of C$0.60 as of March 31, 2018, that 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 March 31, 2018, was 3,925,000. The total intrinsic value of Options exercised during the nine months ended March 31, 2018 was nil. As of March 31, 2018, there was $109 of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the option plans. The cost is expected to be recognized over a remaining weighted average period of approximately 0.4 years. c) Warrants Warrant transactions are summarized as follows: Warrants Weighted Average Balance June 30, 2017 20,609,086 $ 0.79 Granted 6,980,652 0. 73 Balance, March 31, 2018 27,589,738 $ 0. 77 As discussed above under Note 6, the Company granted 3,825,590 Warrants to Lind in connection with the Convertible Security funding increases. As discussed above under Note 7a, the Company granted 2,962,500 Warrants and 192,562 Broker Warrants in conjunction with the July 2017 Private Placement. At March 31, 2018, the Company has outstanding exercisable Warrants, as follows: Number Exercise Price (C$) Expiry Date 355,132 0.54 December 6, 2020 308,901 0.62 October 31, 2020 283,413 0.66 September 28, 2020 541,435 0.69 February 7, 2021 529,344 0.70 February 5, 2021 3,125,000 0.72 December 22, 2018 1,546,882 0.72 January 30, 2021 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 27,589,738 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | 8. RELATED PARTY TRANSACTIONS AND BALANCES The Company has a loan with Mark Smith, President, Chief Executive Officer (“CEO”) and Executive Chairman of NioCorp (the “Original Smith Loan”), that bears an interest rate of 10%, is secured by the Company’s assets pursuant to a concurrently executed general security agreement (the “General Security Agreement”), and is subject to both a 2.5% establishment fee and 2.5% prepayment fee. The principal amount outstanding under the Original Smith Loan is $1,000. The Company also has a non-revolving credit facility agreement (the “Credit Facility”) in the amount of $2,000 with Mr. Smith. The Credit Facility bears an interest rate of 10% and drawdowns from the Credit Facility are subject to a 2.5% establishment fee. Amounts outstanding under the Credit Facility are secured by all of the Company’s assets pursuant to the General Security Agreement. The Credit Facility contains financial and non-financial covenants customary for a facility of its size and nature. During the nine months ended March 31, 2018, Mr. Smith advanced an additional $305 to the Company under the Credit Facility. As of March 31, 2018, the principal amount outstanding under the Credit Facility was $480 and accounts payable and accrued liabilities included interest payable and loan establishment fees payable to Mr. Smith of $107. On April 6, 2018, the Company and Mr. Smith entered into amending agreements extending the maturity dates of the Original Smith Loan and the Credit Facility to June 17, 2019 and June 16, 2019, respectively. On June 20, 2016, the Company announced a joint development agreement (the “Development Agreement”) with IBC Advanced Alloys Corp. (“IBC”) to investigate and develop applications for scandium-containing alloys for multiple downstream markets. In addition to his management duties at NioCorp, Mark Smith is also the Chairman of the IBC Board of Directors. Under the terms of the Development Agreement, each party bears its own costs incurred in development efforts. During the quarter ended December 31, 2017 the Company supplied IBC with a small quantity of Scandium Trioxide which was used to manufacture several aluminum-scandium alloy ingots. Development of various alloys materials and potential commercial products is ongoing. |
EXPLORATION EXPENDITURES
EXPLORATION EXPENDITURES | 9 Months Ended |
Mar. 31, 2018 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
EXPLORATION EXPENDITURES | 9. Exploration Expenditures For the Three Months Ended March 31, For the Nine Months Ended March 31, 2018 2017 2018 2017 Technical studies and engineering $ 266 $ 1,994 $ 720 $ 3,982 Field management and other 141 371 483 1,004 Metallurgical development 51 366 223 2,057 Geologists and field staff 24 30 72 85 Total $ 482 $ 2,761 $ 1,498 $ 7,128 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 10. INCOME TAXES On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (the “Act”), which took effect on January 1, 2018. Some notable provisions of the Act include a reduction of the corporate income tax rate from 35% to 21%, 100% bonus depreciation for certain capital expenditures, and a change from a worldwide system with deferral to a territorial tax system, which includes a one-time toll charge on certain undistributed earnings of non-U.S. subsidiaries. The Company does not expect any material impacts of this new legislation on its consolidated financial statements. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 11. 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 tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2018 and June 30, 2017, 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. As of March 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 483 $ 483 $ — $ — Available-for-sale securities 14 14 — — Total $ 497 $ 497 $ — $ — Liabilities: Convertible debt $ 4,580 $ — $ — $ 4,580 Derivative liability, convertible debt 41 — — 41 Total $ 4,621 $ — $ — $ 4,621 As of June 30, 2017 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 238 $ 238 $ — $ — Restricted cash 265 265 — — Available-for-sale securities 23 23 — — Total $ 526 $ 526 $ — $ — Liabilities: Convertible debt $ 3,465 $ — $ — $ 3,465 Derivative liability, convertible debt 82 — — 82 Total $ 3,547 $ — $ — $ 3,547 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 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: Balance, June 30, 2017 $ 3,547 Additional debt drawdown 3,500 Conversions to equity (3,693 ) Realized and unrealized losses 1,267 Balance, March 31, 2018 $ 4,621 |
BASIS OF PREPARATION (Policies)
BASIS OF PREPARATION (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Preparation and Consolidation | a) Basis of Preparation and Consolidation The accompanying unaudited interim condensed consolidated 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 interim condensed consolidated financial statements are those used by the Company as set out in the audited consolidated financial statements for the year ended June 30, 2017. 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 March 31, 2018, 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 appropriate 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, 2017. The interim results are not necessarily indicative of results for the full year ending June 30, 2018, or future operating periods. |
Recent Accounting Standards | b) Recent Accounting Standards Issued and Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting. The amendments in this ASU require, among other things, that all income tax effects of awards be recognized in the income statement when the awards vest or are settled. The ASU also allows for an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting, and it allows for a policy election to account for forfeitures as they occur. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We adopted this guidance during the quarter ended September 30, 2017. The adoption of this ASU had no material impacts on our financial statement results or disclosures. Issued and Not Effective 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. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The update is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company will apply the provisions of the update to potential future acquisitions occurring after the effective date. In February 2016, the FASB issued 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 US 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. |
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, convertible debt 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. |
Reclassifications | d) Reclassifications Certain prior year amounts have been reclassified to conform to fiscal 2018 presentation and these reclassifications had no effect on the reported results of operations or net equity as previously disclosed. |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debt | As of March 31, 2018 June 30, 2017 Convertible debt, current portion $ 710 $ 2,161 Noncurrent: Convertible notes $ — $ 592 Convertible security 4,580 1,304 $ 4,580 $ 1,896 |
Schedule of change in convertible security balance | Changes in the Lind Asset Management IV, LLC (“Lind”) convertible security (the “Convertible Security”) balance are comprised of the following: Convertible Security Balance, June 30, 2017 $ 3,465 Additional debt drawdown 3,500 Conversions, at fair value (3,693 ) Change in fair market value 1,308 Balance, March 31, 2018 $ 4,580 |
Schedule of warrant issued | As a result, upon payment of the additional $1,000 in funding by Lind to the Company, the face value of the Convertible Security was increased by $1,200 ($1,000 in additional funding plus implied interest), and the Company issued warrants (“Warrants”) to Lind, as follows: Black Scholes Pricing Model Inputs Funding Date Face Value 1 Warrants Issued 2 Issue Price 3 Warrant Expiry Date Risk-free Rate Yield Volatility Expected Life August 15, 2017 $ 300 260,483 C$0.73 August 15, 2020 1.23% 0% 49.6% 3 years September 28, 2017 300 283,413 C$0.66 September 28, 2020 1.23% 0% 47.7% 3 years October 31, 2017 300 308,901 C$0.62 October 31, 2020 1.59% 0% 47.0% 3 years December 6, 2017 300 355,132 C$0.54 December 6, 2020 1.59% 0% 48.9% 3 years Total $ 1,200 1,207,929 1 Includes implied interest. 2 The value of warrants issued totaled $127, which was expensed to Change in Financial Instrument Fair Value. 3 The price to convert one warrant into one common share of the Company (“Common Share”). As a result, upon payment of the additional $2,500 in funding by Lind to the Company, the face value of the Convertible Security was increased by $3,000 ($2,500 in additional funding plus implied interest), and the Company issued Warrants to Lind, as follows: Black Scholes Pricing Model Inputs Funding Date Face Value 1 Warrants Issued 2 Issue Price 3 Warrant Expiry Date Risk-free rate Yield Volatility Expected Life January 30, 2018 $ 1,800 1,546,882 C$0.72 January 30, 2021 1.78% 0% 56.5% 3 years February 5, 2018 600 529,344 C$0.70 February 5, 2021 1.78% 0% 56.6% 3 years February 7, 2018 600 541,435 C$0.69 February 7, 2021 1.78% 0% 56.7% 3 years Total $ 3,000 2,617,661 1 Includes implied interest. 2 The value of warrants issued totaled $425, which was expensed to Change in Financial Instrument Fair Value. 3 The price to convert one warrant into one Common Share. |
Schedule of changes in the notes balance | Changes in the Company’s outstanding convertible promissory notes (the “Convertible Notes”) balance are comprised of the following: Convertible Notes Balance, June 30, 2017 $ 592 Accreted interest, net of interest paid 118 Balance, March 31, 2018 $ 710 |
Schedule of derivative liability related to the conversion feature | The changes in the derivative liability related to the conversion feature of the Convertible Notes are as follows: Derivative Liability Balance, June 30, 2017 $ 82 Change in fair value of derivative liability (41 ) Balance, March 31, 2018 $ 41 |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of stock option | Option transactions are summarized as follows: Number of Weighted Balance, June 30, 2017 16,605,000 $ 0.73 Issued 3,925,000 0.47 Exercised (10,091 ) 0.62 Cancelled/expired (4,470,000 ) 0.75 Balance, March 31, 2018 16,049,909 $ 0.66 |
Schedule of information about stock options outstanding | The following table summarizes information about Options outstanding at March 31, 2018: Exercise Price (C$) Expiry Date Number Outstanding Aggregate Intrinsic Value (C$) Number Exercisable Aggregate Intrinsic Value (C$) $ 0.47 November 9, 2022 3,925,000 $ 510 3,925,000 $ 510 $ 0.62 January 19, 2021 5,264,909 — 5,264,909 — $ 0.76 March 6, 2022 5,650,000 — 4,237,500 — $ 0.94 April 28, 2018 400,000 — 400,000 — $ 0.94 April 28, 2019 100,000 — 75,000 — $ 0.94 July 21, 2021 710,000 — 710,000 — 16,049,909 $ 510 14,612,409 $ 510 |
Schedule of warrant transactions | Warrant transactions are summarized as follows: Warrants Weighted Average Balance June 30, 2017 20,609,086 $ 0.79 Granted 6,980,652 0. 73 Balance, March 31, 2018 27,589,738 $ 0. 77 |
Schedule of outstanding exercisable warrants | At March 31, 2018, the Company has outstanding exercisable Warrants, as follows: Number Exercise Price (C$) Expiry Date 355,132 0.54 December 6, 2020 308,901 0.62 October 31, 2020 283,413 0.66 September 28, 2020 541,435 0.69 February 7, 2021 529,344 0.70 February 5, 2021 3,125,000 0.72 December 22, 2018 1,546,882 0.72 January 30, 2021 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 27,589,738 |
EXPLORATION EXPENDITURES (Table
EXPLORATION EXPENDITURES (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Oil and Gas Exploration and Production Industries Disclosures [Abstract] | |
Schedule of exploration expenditures | For the Three Months Ended March 31, For the Nine Months Ended March 31, 2018 2017 2018 2017 Technical studies and engineering $ 266 $ 1,994 $ 720 $ 3,982 Field management and other 141 371 483 1,004 Metallurgical development 51 366 223 2,057 Geologists and field staff 24 30 72 85 Total $ 482 $ 2,761 $ 1,498 $ 7,128 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values determined by Level 3 inputs are unobservable data | 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. As of March 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 483 $ 483 $ — $ — Available-for-sale securities 14 14 — — Total $ 497 $ 497 $ — $ — Liabilities: Convertible debt $ 4,580 $ — $ — $ 4,580 Derivative liability, convertible debt 41 — — 41 Total $ 4,621 $ — $ — $ 4,621 As of June 30, 2017 Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 238 $ 238 $ — $ — Restricted cash 265 265 — — Available-for-sale securities 23 23 — — Total $ 526 $ 526 $ — $ — Liabilities: Convertible debt $ 3,465 $ — $ — $ 3,465 Derivative liability, convertible debt 82 — — 82 Total $ 3,547 $ — $ — $ 3,547 |
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: Balance, June 30, 2017 $ 3,547 Additional debt drawdown 3,500 Conversions to equity (3,693 ) Realized and unrealized losses 1,267 Balance, March 31, 2018 $ 4,621 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 9 Months Ended |
Mar. 31, 2018Number | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segment | 1 |
GOING CONCERN ISSUES (Details N
GOING CONCERN ISSUES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (3,146) | $ (4,609) | $ (6,919) | $ (10,931) | $ (14,630) |
Working capital deficit | (3,109) | ||||
Accumulated deficit | $ (81,771) | $ (81,771) | $ (74,852) |
RESTRICTED CASH (Details Narrat
RESTRICTED CASH (Details Narrative) $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Accounts Payable [Member] | |
Restricted cash amounts held in escrow account | $ 265 |
CONVERTIBLE DEBT (Details)
CONVERTIBLE DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Short-term Debt [Line Items] | ||
Convertible security, current portion | $ 710 | $ 2,161 |
Convertible of long term debt | 4,580 | 1,896 |
Unsecured Convertible Promissory Notes [Member] | ||
Short-term Debt [Line Items] | ||
Convertible of long term debt | 710 | 592 |
Secured Convertible Security [Member] | ||
Short-term Debt [Line Items] | ||
Convertible of long term debt | $ 4,580 | $ 1,304 |
CONVERTIBLE DEBT (Details 1)
CONVERTIBLE DEBT (Details 1) - Secured Convertible Security [Member] - Lind Asset Management IV, LLC [Member] $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Change Convertible Security Balance [Roll Forward] | |
Balance at beginning | $ 3,465 |
Additional debt drawdown | 3,500 |
Conversions, at fair value | (3,693) |
Change in fair market value | 1,308 |
Balance at ending | $ 4,580 |
CONVERTIBLE DEBT (Details 2)
CONVERTIBLE DEBT (Details 2) - 9 months ended Mar. 31, 2018 - Tranche One [Member] - Lind Asset Management IV, LLC [Member] $ in Thousands | USD ($)shares | $ / shares | |
Face Value | $ | [1] | $ 1,200 | |
Warrants issued | shares | [2] | 1,207,929 | |
Warrant 1 [Member] | |||
Funding Date | Aug. 15, 2017 | ||
Face Value | $ | [1] | $ 300 | |
Warrants issued | shares | [2] | 260,483 | |
Warrant expiry date | Aug. 15, 2020 | ||
Risk-free Rate | 1.23% | ||
Yield | 0.00% | ||
Volatility | 49.60% | ||
Expected life | 3 years | ||
Warrant 1 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | $ 0.73 | |
Warrant 2 [Member] | |||
Funding Date | Sep. 28, 2017 | ||
Face Value | $ | [1] | $ 300 | |
Warrants issued | shares | [2] | 283,413 | |
Warrant expiry date | Sep. 28, 2020 | ||
Risk-free Rate | 1.23% | ||
Yield | 0.00% | ||
Volatility | 47.70% | ||
Expected life | 3 years | ||
Warrant 2 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | 0.66 | |
Warrant 3 [Member] | |||
Funding Date | Oct. 31, 2017 | ||
Face Value | $ | [1] | $ 300 | |
Warrants issued | shares | [2] | 308,901 | |
Warrant expiry date | Oct. 31, 2020 | ||
Risk-free Rate | 1.59% | ||
Yield | 0.00% | ||
Volatility | 47.00% | ||
Expected life | 3 years | ||
Warrant 3 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | 0.62 | |
Warrant 4 [Member] | |||
Funding Date | Dec. 6, 2017 | ||
Face Value | $ | [1] | $ 300 | |
Warrants issued | shares | [2] | 355,132 | |
Warrant expiry date | Dec. 6, 2020 | ||
Risk-free Rate | 1.59% | ||
Yield | 0.00% | ||
Volatility | 48.90% | ||
Expected life | 3 years | ||
Warrant 4 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | $ 0.54 | |
[1] | Includes implied interest | ||
[2] | The value of warrants issued totaled $127, which was expensed to Change in Financial Instrument Fair Value. | ||
[3] | The price to convert one warrant into one common share of the Company Common Share. |
CONVERTIBLE DEBT (Details 3)
CONVERTIBLE DEBT (Details 3) - 9 months ended Mar. 31, 2018 - Tranche Second [Member] - Lind Asset Management IV, LLC [Member] $ in Thousands | USD ($)shares | $ / shares | |
Face Value | $ | [1] | $ 3,000 | |
Warrants issued | shares | [2] | 2,617,661 | |
Warrant 1 [Member] | |||
Funding Date | Jan. 30, 2018 | ||
Face Value | $ | [1] | $ 1,800 | |
Warrants issued | shares | [2] | 1,546,882 | |
Warrant expiry date | Jan. 30, 2021 | ||
Risk-free Rate | 1.78% | ||
Yield | 0.00% | ||
Volatility | 56.50% | ||
Expected life | 3 years | ||
Warrant 1 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | $ 0.72 | |
Warrant 2 [Member] | |||
Funding Date | Feb. 5, 2018 | ||
Face Value | $ | [1] | $ 600 | |
Warrants issued | shares | [2] | 529,344 | |
Warrant expiry date | Feb. 5, 2021 | ||
Risk-free Rate | 1.78% | ||
Yield | 0.00% | ||
Volatility | 56.60% | ||
Expected life | 3 years | ||
Warrant 2 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | 0.70 | |
Warrant 3 [Member] | |||
Funding Date | Feb. 7, 2018 | ||
Face Value | $ | [1] | $ 600 | |
Warrants issued | shares | [2] | 541,435 | |
Warrant expiry date | Feb. 7, 2021 | ||
Risk-free Rate | 1.78% | ||
Yield | 0.00% | ||
Volatility | 56.70% | ||
Expected life | 3 years | ||
Warrant 3 [Member] | Canada | |||
Issue price (in dollars per share) | $ / shares | [3] | $ 0.69 | |
[1] | Includes implied interest | ||
[2] | The value of warrants issued totaled $425, which was expensed to Change in Financial Instrument Fair Value | ||
[3] | The price to convert one warrant into one Common Share |
CONVERTIBLE DEBT (Details 4)
CONVERTIBLE DEBT (Details 4) $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Convertible Notes [Roll Forward] | |
Balance at beginning | $ 1,896 |
Balance at ending | 4,580 |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Notes [Roll Forward] | |
Balance at beginning | 592 |
Accreted interest, net of interest paid | 118 |
Balance at ending | $ 710 |
CONVERTIBLE DEBT (Details 5)
CONVERTIBLE DEBT (Details 5) $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Derivative Instruments and Hedges, Liabilities, Noncurrent [Roll Forward] | |
Balance at beginning | $ 82 |
Balance at ending | |
Unsecured Convertible Promissory Notes [Member] | |
Derivative Instruments and Hedges, Liabilities, Noncurrent [Roll Forward] | |
Balance at beginning | 82 |
Change in fair value of derivative liability | (41) |
Balance at ending | $ 41 |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Aug. 10, 2017 | Mar. 31, 2018 | Jun. 30, 2017 |
Fair value of Lind Warrants granted | $ 552 | $ 233 | |
Tranche One [Member] | |||
Fair value of Lind Warrants granted | 127 | ||
Tranche Second [Member] | |||
Fair value of Lind Warrants granted | $ 425 | ||
Warrant [Member] | Tranche Second [Member] | Lind Asset Management IV, LLC [Member] | |||
Number of shares issued | 1,058,872 | ||
Share price, per share | $ 0.72 | ||
Secured Convertible Security [Member] | |||
Description of convenent | The Convertible Security contains financial and non-financial covenants customary for a facility of its 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 with these covenants as of March 31, 2018 | ||
Description of conversion price | The Convertible Security is convertible into Common Shares at a conversion price equal to 85% of the volume weighted average trading price (“Volume Weighted Average Price”) of the Common Shares (in Canadian dollars) on the Toronto Stock Exchange (the “TSX”) for the five consecutive trading days immediately prior to the date on which Lind provides the Company with notice of its intention to convert an amount of the Convertible Security from time to time. | ||
Debt conversion amount | $ 3,000 | ||
Number of shares issued upon debt conversion | 8,037,767 | ||
Secured Convertible Security [Member] | Lind Asset Management IV, LLC [Member] | |||
Additional debt drawdown | $ 3,500 | ||
Secured Convertible Security [Member] | Tranche One [Member] | Lind Asset Management IV, LLC [Member] | |||
Additional debt drawdown | $ 1,000 | ||
Increase in debt drawdown | 1,200 | ||
Implied interest | 200 | ||
Secured Convertible Security [Member] | Tranche Second [Member] | Lind Asset Management IV, LLC [Member] | |||
Additional debt drawdown | 2,500 | ||
Increase in debt drawdown | 3,000 | ||
Implied interest | $ 200 |
COMMON STOCK (Details)
COMMON STOCK (Details) | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at beginning | shares | 16,605,000 |
Issued | shares | 3,925,000 |
Exercised | shares | (10,091) |
Cancelled/expired | shares | (4,470,000) |
Balance at end | shares | 16,049,909 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance at beginning | $ / shares | $ 0.73 |
Issued | $ / shares | 0.47 |
Exercised | $ / shares | 0.62 |
Cancelled/expired | $ / shares | 0.75 |
Balance at end | $ / shares | $ 0.66 |
COMMON STOCK (Details 1)
COMMON STOCK (Details 1) $ in Thousands | 9 Months Ended |
Mar. 31, 2018CAD ($)shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Outstanding | shares | 16,049,909 |
Aggregate Intrinsic Value | $ | $ 510 |
Number Exercisable | shares | 14,612,409 |
Aggregate Intrinsic Value | $ | $ 510 |
Exercise Price C$0.47 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Nov. 9, 2022 |
Number of Outstanding | shares | 3,925,000 |
Aggregate Intrinsic Value | $ | $ 510 |
Number Exercisable | shares | 3,925,000 |
Aggregate Intrinsic Value | $ | $ 510 |
Exercise Price C$0.62 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Jan. 19, 2021 |
Number of Outstanding | shares | 5,264,909 |
Aggregate Intrinsic Value | $ | |
Number Exercisable | shares | 5,264,909 |
Aggregate Intrinsic Value | $ | |
Exercise Price C$0.76 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Mar. 6, 2022 |
Number of Outstanding | shares | 5,650,000 |
Aggregate Intrinsic Value | $ | |
Number Exercisable | shares | 4,237,500 |
Aggregate Intrinsic Value | $ | |
Exercise Price C$0.94 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Apr. 28, 2018 |
Number of Outstanding | shares | 400,000 |
Aggregate Intrinsic Value | $ | |
Number Exercisable | shares | 400,000 |
Aggregate Intrinsic Value | $ | |
Exercise Price C$0.94 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Apr. 28, 2019 |
Number of Outstanding | shares | 100,000 |
Aggregate Intrinsic Value | $ | |
Number Exercisable | shares | 75,000 |
Aggregate Intrinsic Value | $ | |
Exercise Price C$0.94 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Expiry Date | Jul. 21, 2021 |
Number of Outstanding | shares | 710,000 |
Aggregate Intrinsic Value | $ | |
Number Exercisable | shares | 710,000 |
Aggregate Intrinsic Value | $ |
COMMON STOCK (Details 2)
COMMON STOCK (Details 2) | 9 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance, at beginning | shares | 20,609,086 |
Granted | shares | 6,980,652 |
Balance, at end | shares | 27,589,738 |
Share Based Compensation Arrangement By Share Based Payment Award Other Than Options Outstanding Weighted Average Exercise Price [Roll Forward] | |
Balance, at beginning | $ / shares | $ 0.79 |
Granted | $ / shares | 0.73 |
Balance, at end | $ / shares | $ 0.77 |
COMMON STOCK (Details 3)
COMMON STOCK (Details 3) - $ / shares | 9 Months Ended | |
Mar. 31, 2018 | Jun. 30, 2017 | |
Class of Warrant or Right [Line Items] | ||
Number | 27,589,738 | 20,609,086 |
Exercise Price C$0.54 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 355,132 | |
Exercise Price | $ 0.54 | |
Expiry Date | Dec. 6, 2020 | |
Exercise Price C$0.62 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 308,901 | |
Exercise Price | $ 0.62 | |
Expiry Date | Oct. 31, 2020 | |
Exercise Price C$0.66 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 283,413 | |
Exercise Price | $ 0.66 | |
Expiry Date | Sep. 28, 2020 | |
Exercise Price C$0.69 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 541,435 | |
Exercise Price | $ 0.69 | |
Expiry Date | Feb. 7, 2021 | |
Exercise Price C$0.70 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 529,344 | |
Exercise Price | $ 0.70 | |
Expiry Date | Feb. 5, 2021 | |
Exercise Price C$0.72 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 3,125,000 | |
Exercise Price | $ 0.72 | |
Expiry Date | Dec. 22, 2018 | |
Exercise Price C$0.72 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 1,546,882 | |
Exercise Price | $ 0.72 | |
Expiry Date | Jan. 30, 2021 | |
Exercise Price C$0.73 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 260,483 | |
Exercise Price | $ 0.73 | |
Expiry Date | Aug. 15, 2020 | |
Exercise Price C$0.75 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 9,150,285 | |
Exercise Price | $ 0.75 | |
Expiry Date | Jan. 19, 2019 | |
Exercise Price C$0.79 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 3,155,062 | |
Exercise Price | $ 0.79 | |
Expiry Date | Jul. 26, 2021 | |
Exercise Price C$0.85 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 3,860,800 | |
Exercise Price | $ 0.85 | |
Expiry Date | Feb. 14, 2020 | |
Exercise Price C$0.85 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 3,043,024 | |
Exercise Price | $ 0.85 | |
Expiry Date | Feb. 21, 2020 | |
Exercise Price C$0.85 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 539,307 | |
Exercise Price | $ 0.85 | |
Expiry Date | Feb. 28, 2020 | |
Exercise Price C$0.90 [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number | 890,670 | |
Exercise Price | $ 0.90 | |
Expiry Date | Mar. 31, 2020 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) $ / shares in Units, $ in Thousands, $ in Thousands | Nov. 09, 2017CAD ($)shares | Sep. 05, 2017USD ($)shares | Jul. 26, 2017CAD ($)$ / sharesshares | Jul. 31, 2017USD ($)shares | Jul. 31, 2017CAD ($)$ / sharesshares | Mar. 31, 2018USD ($)shares | Mar. 31, 2018$ / shares | Sep. 05, 2017$ / shares |
Number of outstanding | shares | 16,049,909 | |||||||
Warrant [Member] | Northcott Capital Limited [Member] | ||||||||
Number of units issued | shares | 415,747 | |||||||
Warrant [Member] | Secured Convertible Security [Member] | Lind Asset Management IV, LLC [Member] | ||||||||
Number of outstanding | shares | 3,825,590 | |||||||
Non-Brokered Private Placement [Member] | Tranche One [Member] | ||||||||
Number of units issued | shares | 2,962,500 | |||||||
Private Placement [Member] | Warrant [Member] | Mackie Research Capital Corporation [Member] | ||||||||
Number of units issued | shares | 192,562 | 192,562 | ||||||
Fair value of Broker Warrants | $ 41 | |||||||
Cash commissions paid | $ 189 | |||||||
Risk free interest rate | 1.32% | 1.32% | ||||||
Volatility | 60.30% | 60.30% | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Expected life | 4 years | 4 years | ||||||
Broker warrant exercise date | Jul. 26, 2021 | Jul. 26, 2021 | ||||||
Percentage paid on warrant issued | 6.50% | 6.50% | ||||||
Percentage paid on cash commission | 6.50% | 6.50% | ||||||
Canada | Warrant [Member] | Northcott Capital Limited [Member] | ||||||||
Unit price (in dollars per unit) | $ / shares | $ 0.61 | |||||||
Debt settlement | $ 254 | |||||||
Description of share price | The shares issued to Northcott were priced at C$0.61 per share, which represents a 10% premium over the five-day Volume Weighted Average Price of the Common Shares of C$0.5571 as of the date of the agreement. | |||||||
Canada | Non-Brokered Private Placement [Member] | Tranche One [Member] | ||||||||
Unit price (in dollars per unit) | $ / shares | $ 0.65 | |||||||
Additional unit price (in dollars per unit) | $ / shares | $ 0.79 | |||||||
Gross proceeds from units issued | $ 1,926 | |||||||
Broker warrant exercise date | Jul. 26, 2021 | |||||||
Canada | Private Placement [Member] | Warrant [Member] | Mackie Research Capital Corporation [Member] | ||||||||
Unit price (in dollars per unit) | $ / shares | $ 0.79 | |||||||
Gross proceeds from units issued | $ 125 | |||||||
Long-Term Incentive Plan [Member] | Non-Employee Director [Member] | ||||||||
Maximum number of shares issued upon the exercise of options | shares | 20,451,895 | |||||||
Long-Term Incentive Plan [Member] | Canada | Non-Employee Director [Member] | ||||||||
Number of Shares issued | $ 150 | |||||||
Number of Shares issued within one year | $ 100 | |||||||
Stock Option Plan [Member] | ||||||||
Number of vested and exercisable options | shares | 3,925,000 | |||||||
Total intrinsic value options exercised | ||||||||
Unrecognized compensation cost | $ 109 | |||||||
Cost recognized weighted average period | 4 months 24 days | |||||||
Stock Option Plan [Member] | Canada | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.60 |
RELATED PARTY TRANSACTIONS AN38
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - Mark A. Smith [Member] $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Non Revolving Line Of Credit [Member] | |
Credit facility interest rate (in dollars per share) | 10.00% |
Non-Revolving Credit Facility Agreement [Member] | Smith Loans [Member] | |
Description of fees associated with providing collateral for the credit facility | Secured by the Company’s assets pursuant to a concurrently executed general security agreement (the “General Security Agreement”), and is subject to both a 2.5% establishment fee and 2.5% prepayment fee. |
Principal amount outstanding | $ 1,000 |
Non-Revolving Credit Facility Agreement [Member] | 10% Non-Revolving Credit Facility Due June 16, 2018 [Member] | |
Principal amount outstanding | 480 |
Credit facility maximum borrowing capacity | $ 2,000 |
Establishment fee | 2.50% |
Description of collateral | Secured by all of the Company’s assets pursuant to the General Security Agreement. |
Credit facility drawdown | $ 305 |
General Security Agreement [Member] | Smith Loans [Member] | Accounts Payable and Accrued Liabilities [Member] | |
Interest payable | $ 107 |
EXPLORATION EXPENDITURES (Detai
EXPLORATION EXPENDITURES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Total | $ 483 | $ 2,761 | $ 1,499 | $ 7,128 |
Technical Studies And Engineering [Member] | ||||
Total | 266 | 1,994 | 720 | 3,982 |
Field Management And Other [Member] | ||||
Total | 141 | 371 | 483 | 1,004 |
Metallurgical Development [Member] | ||||
Total | 51 | 366 | 223 | 2,057 |
Geologists and Field Staff [Member] | ||||
Total | $ 24 | $ 30 | $ 72 | $ 85 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Federal statutory income tax rate | 35.00% |
Revised income tax rate | 21.00% |
Percentage of bonus depreciation | 100.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Assets: | ||
Cash and cash equivalents | $ 483 | $ 238 |
Restricted cash | 265 | |
Available for sale securities | 14 | 23 |
Total | 497 | 526 |
Liabilities: | ||
Convertible debt | 4,580 | 3,465 |
Derivative liability, convertible debt | 41 | 82 |
Total | 4,621 | 3,547 |
Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 483 | 238 |
Restricted cash | 265 | |
Available for sale securities | 14 | 23 |
Total | 497 | 526 |
Liabilities: | ||
Convertible debt | ||
Derivative liability, convertible debt | ||
Total | ||
Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Available for sale securities | ||
Total | ||
Liabilities: | ||
Convertible debt | ||
Derivative liability, convertible debt | ||
Total | ||
Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Restricted cash | ||
Available for sale securities | ||
Total | ||
Liabilities: | ||
Convertible debt | 4,580 | 3,465 |
Derivative liability, convertible debt | 41 | 82 |
Total | $ 4,621 | $ 3,547 |
FAIR VALUE MEASUREMENTS (Deta42
FAIR VALUE MEASUREMENTS (Details 1) - Level 3 [Member] $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning | $ 3,547 |
Additional debt drawdown | 3,500 |
Conversions to equity | (3,693) |
Realized and unrealized losses | 1,267 |
Balance at end | $ 4,621 |