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COMMON SHARES

3 Months Ended

Sep. 30, 2024

Equity [Abstract]

7.

COMMON SHARES

a)

Issuance

The Company issued the following Common Shares under the Yorkville Equity Facility Financing Agreement during the three months ended September 30, 2024:

Date			Common Shares Issued				Gross Funds Received				Market Value of Shares Issued				(Gain)/Loss on Issuance
August 28, 2024				75,000			$	140			$	133			$	(7	)
September 3, 2024				71,000				124				123				(1	)
September 6, 2024				71,500				118				118				-
September 16, 2024				72,000				124				124				-
September 19, 2024				49,750				85				85				-
September 25, 2024				60,000				101				108				7

(Gain)/loss on issuance represents a non-cash amount equal to the difference between the proceeds received and the fair value of the Common Shares issued based on the Nasdaq Stock Market LLC (the “Nasdaq”) closing price per Common Share on the issuance date and is recorded in other operating expenses in the condensed consolidated statement of operations and comprehensive loss.

b)

Stock Options

			Number of Options				Weighted Average Exercise Price				Aggregate Intrinsic Value				Weighted Average Remaining Life
Balance, June 30, 2024				2,495,500			$	4.78
Granted				-				-
Exercised				-				-
Cancelled/expired				(40,000	)			6.95
Balance, September 30, 2024				2,455,500			$	4.76			$	-				3.22 Years

c)

Warrants

Warrant transactions are summarized as follows. Weighted average exercise prices related to Canadian dollar denominated warrants were converted to U.S. dollars using end of period foreign currency exchange rates.

Schedule of warrant transactions

			Number of Warrants				Weighted Average Exercise Price
Balance, June 30, 2024				18,563,561			$	10.53
Granted				2,816,742				2.31
Exercised				-				-
Expired				(447,318	)			8.94
Balance, September 30, 2024				20,932,985			$	9.46

At September 30, 2024, the Company had outstanding exercisable Warrants, as follows:

Number				Exercise Price			Expiry Date
	855,800			C$9.70			February 19, 2025
	250,000			$4.60			September 1, 2025
	413,432			$3.54			December 22, 2025
	315,000			$2.20			June 24, 2026
	615,385			$3.25			April 12, 2027
	15,666,626			$11.50			March 17, 2028
	2,816,742			$2.31			September 17, 2028
	20,932,985

Private Warrants

On March 17, 2023, the Company closed a series of transactions (the “GXII Transaction”) pursuant to the Business Combination Agreement, dated as of September 25, 2022, by and among the Company, GXII, and Big Red Merger Sub Ltd. In connection with the closing of the GXII Transaction (the “Closing”), the Company assumed GXII’s obligations under the agreement governing the GXII share purchase warrants (the “GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of 15,666,626 Warrants (the “NioCorp Assumed Warrants”). The Company issued (a) 9,999,959 public NioCorp Assumed Warrants (the “Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) 5,666,667 NioCorp Assumed Warrants (the “Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).

Each Private Warrant entitles the holder to the right to purchase 1.11829212 Common Shares at an exercise price of $11.50 per 1.11829212 Common Shares (subject to adjustments for stock splits, stock dividends, reorganizations, recapitalizations and the like). No fractional shares will be issued upon exercise of any Private Warrants, and fractional shares that would otherwise be due to the exercising holder will be rounded down to the nearest whole Common Share. In no event will the Company be required to net cash settle any Private Warrant.

The Private Warrants: (i) will be exercisable either for cash or on a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in either case as long as the Private Warrants are held by the Sponsor, its members or any of their permitted transferees (as prescribed in the NioCorp Assumed Warrant Agreement). In accordance with the NioCorp Assumed Warrant Agreement, any Private Warrants that are held by someone other than the Sponsor, its members or any of their permitted transferees are treated as Public Warrants.

The Company classifies Private Warrants as Level 2 instruments under the fair value hierarchy as inputs into our pricing model are based on observable data points. The following observable data points were used in calculating the fair value of the Private Warrants using a Black Scholes pricing model:

Key Valuation Input		September 30, 2024				June 30, 2024
Closing Common Share price		$	2.18			$	1.73
Strike price		$	11.50			$	11.50
Implied volatility of Public Warrants			60	%			69.0	%
Risk free rate			3.58	%			4.45	%
Dividend yield			0	%			0	%
Expected warrant life in years			3.5				3.7

The change in the Private Warrants liability is presented below:

		For the Three Months Ended September 30, 2024
Fair value at June 30, 2024		$	1,353
Change in fair value			(205	)
Fair value at September 30, 2024		$	1,148

Contingent Consent Warrants

As consideration for entering into the previously publicly disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and Lind Global Asset Management III, LLC (“Lind III”), Lind III received, amongst other things, the right to receive additional Warrants (the “Contingent Consent Warrants”) if on September 17, 2024, the closing trading price of the Common Shares on the Toronto Stock Exchange or such other stock exchange on which such shares may then be listed, is less than C$10.00, subject to adjustments. The number of Contingent Consent Warrants to be issued, if any, is based on the Canadian dollar equivalent (based on the then current Canadian to U.S. dollar exchange rate as reported by Bloomberg, L.P.) of $5,000 divided by the five-day volume weighted average price of the Common Shares on the date of issuance. Further, the number of Contingent Consent Warrants issued will be proportionately adjusted based on the percentage of Warrants currently held by Lind III that are exercised, if any, prior to the issuance of any Contingent Consent Warrants.

On September 17, 2024, the Company’s Common Share price was below the threshold price set forth in the Lind Consent, and accordingly, the Company issued 2,816,742 Contingent Consent Warrants to Lind III. Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of $2.308 and may be exercised at any time prior to their expiration on September 17, 2028. The number of Contingent Consent Warrants issued was based on $5,000 divided by the five-day volume weighted average price of the Common Shares on September 16, 2024. The Company valued the Contingent Consent Warrants at $2,262 based on a Black Scholes valuation with the following inputs:

Key Valuation Input		September 17, 2024
Closing Common Share price		$	1.74
Term (years)			4.0
Historic equity volatility			67.14	%
Risk-free rate			3.44	%

The Company recognized a gain of $103 on the issuance of the Contingent Consent Warrants. This gain was recorded as a part of other gains in the condensed consolidated statements of operations and comprehensive loss.