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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 Options				Weighted Average Exercise Price (C$)
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 Exercise Price (C$)
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