UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from to
Commission
file number:
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging Growth Company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of February 7, 2025, the registrant had Common Shares outstanding.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Contents
1
NioCorp Developments Ltd.
Condensed Consolidated Balance Sheets
(expressed in thousands of U.S. dollars, except share data) (unaudited)
| As of | ||||||||
| December 31, 2024 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other | ||||||||
| Total current assets | ||||||||
| Non-current | ||||||||
| Deposits | ||||||||
| Investment in equity securities | ||||||||
| Right-of-use assets | ||||||||
| Land and buildings, net | ||||||||
| Mineral properties | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Warrant liabilities, at fair value | ||||||||
| Convertible debt | ||||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Non-current | ||||||||
| Warrant liabilities, at fair value | ||||||||
| Earnout liability, at fair value | ||||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Redeemable noncontrolling interest | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock, par value, shares authorized; and shares outstanding, respectively | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities, redeemable noncontrolling interest, and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NioCorp Developments Ltd.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(expressed in thousands of U.S. dollars, except share and per share data) (unaudited)
| For the three months ended December 31, | For the six months ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Employee related costs | $ | $ | $ | $ | ||||||||||||
| Professional fees | ||||||||||||||||
| Exploration expenditures | ||||||||||||||||
| Other operating expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Change in fair value of earnout shares liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Change in fair value of convertible notes | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Foreign exchange (gain) loss | ( | ) | ||||||||||||||
| Other gains | ( | ) | ||||||||||||||
| Loss on equity securities | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ( | ) | ||||||||||||||
| Net loss and comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Net loss attributable to redeemable noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss and comprehensive loss attributable to the Company | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding, basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NioCorp Developments Ltd.
Condensed Consolidated Statements of Cash Flows
(expressed in thousands of U.S. dollars) (unaudited)
| For the six months ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Change in valuation of earnout shares liability | ( | ) | ( | ) | ||||
| Change in valuation of warrant liabilities | ( | ) | ||||||
| Other gain | ( | ) | ||||||
| Share based compensation | ||||||||
| Fair value of private placement warrants | ||||||||
| Accretion of convertible debt | ||||||||
| Change in fair value of convertible note | ||||||||
| Yorkville share issuances | ||||||||
| Depreciation | ||||||||
| Unrealized loss on equity securities | ||||||||
| Non-cash lease activity | ( | ) | ||||||
| ( | ) | ( | ) | |||||
| Change in working capital items: | ||||||||
| Prepaid expenses | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Acquisition of land and buildings | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of capital stock | ||||||||
| Related party debt draws | ||||||||
| Related party debt repayments | ( | ) | ||||||
| Convertible debt repayments | ( | ) | ||||||
| Share issue costs | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Change in cash and cash equivalents during period | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Conversion of debt for common shares | $ | $ | ||||||
| Value of warrants issued | ||||||||
| Interest paid | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NioCorp Developments Ltd.
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest
(expressed in thousands of U.S. dollars, except for share data) (unaudited)
| Common Shares Outstanding | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | Redeemable Noncontrolling Interest | |||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| Exercise of options | ||||||||||||||||||||||||
| Private placements | ||||||||||||||||||||||||
| Yorkville equity facility draws | ||||||||||||||||||||||||
| Debt conversions | ||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| Balance, September 30, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
| November 2024 Registered Offering | ||||||||||||||||||||||||
| November 2024 Private Offering | ||||||||||||||||||||||||
| Yorkville equity facility draws | ||||||||||||||||||||||||
| Redemptions of vested shares | ( | ) | ||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
| Common Shares Outstanding | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total | Redeemable Noncontrolling Interest | |||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| Exercise of options | ||||||||||||||||||||||||
| Private placements | ||||||||||||||||||||||||
| Yorkville equity facility draws | ||||||||||||||||||||||||
| Debt conversions | ||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, December 31, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
| November 2024 Registered Offering | ||||||||||||||||||||||||
| November 2024 Private Offering | ||||||||||||||||||||||||
| Yorkville equity facility draws | ||||||||||||||||||||||||
| Redemptions of vested shares | ( | ) | ||||||||||||||||||||||
| Debt conversions | ||||||||||||||||||||||||
| Issuance of warrants | - | |||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| 1. | DESCRIPTION OF BUSINESS |
NioCorp Developments Ltd. (“we,” “us,” “our,” “NioCorp” or the “Company”) was incorporated on February 27, 1987, under the laws of the Province of British Columbia and currently operates in reportable operating segment consisting of exploration and development of mineral deposits in North America, specifically, the Company’s niobium, scandium, and titanium project (the “Elk Creek Project”) located in southeastern Nebraska.
The Company currently earns no operating revenues and will require additional capital in order to advance the Elk Creek Project to construction and commercial operation. As further discussed in Note 3, these matters raised substantial doubt about the Company’s ability to continue as a going concern, and the Company is dependent upon the generation of profits from mineral properties, obtaining additional financing and maintaining continued support from its shareholders and creditors.
These interim condensed consolidated 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.
| 2. | BASIS OF PRESENTATION |
| a) | Basis of Presentation and Consolidation |
The accompanying interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. 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, 2024. Certain transactions include reference to Canadian dollars (“C$”) where applicable.
In the opinion of management, all adjustments considered necessary (including normal recurring adjustments) for a fair statement of the financial position, results of operations, and cash flows at December 31, 2024, 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 U.S. 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, 2024. The interim results are not necessarily indicative of results for the full year ending June 30, 2025, or future operating periods.
| b) | Recent Accounting Standards |
Issued and Not Effective
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU expand public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The ASU will be effective for our annual report for the period ending June 30, 2025, and for interim period reports beginning thereafter. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
6
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for our annual report for the period ending June 30, 2027, and for interim period reports beginning thereafter. Early adoption is permitted and the amendments should be applied prospectively; however, retrospective application is permitted. We are currently evaluating the impact of this ASU on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. This ASU also requires disclosure of the total amount of selling expenses and our definition of selling expenses. This ASU is effective for our annual report for the period ending June 30, 2028, and for interim period reports beginning thereafter on a prospective or retrospective basis. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.
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.
| c) | Use of Estimates |
The preparation of consolidated financial statements in conformity with U.S. 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 carrying value of long-term assets, deferred income tax assets and related valuations, liabilities related to the April 2024 Notes, Earnout Shares, Private Warrants, November Public Warrants, and November Private Warrants (each, as defined below), 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.
The Company acquired a federal
income tax payable of $
| d) | Basic and Diluted Earnings per Share |
7
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Adjust: Net loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss available to participating securities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to vested shares of ECRC Class B common stock | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributed to common shareholders - basic and diluted | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Denominator: | ||||||||||||||||
| Weighted average shares outstanding – basic and diluted | ||||||||||||||||
| Loss per Common Share outstanding – basic and diluted | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The following common shares, no par value, of the Company (“Common Shares”) underlying options to purchase Common Shares (“Options”), Common Share purchase warrants (“Warrants”), and outstanding convertible debt were antidilutive due to a net loss in the periods presented and, therefore, were excluded from the dilutive securities computation for the three-month periods indicated below.
| For the Three and Six Months Ended December 31, | ||||||||
| Excluded potentially dilutive securities (1)(2): | 2024 | 2023 | ||||||
| Options | ||||||||
| Warrants (3) | ||||||||
| Convertible debt | ||||||||
| Total potential dilutive securities | ||||||||
| (1) | ||
| (2) | ||
| (3) |
| 3. | GOING CONCERN |
The Company incurred a loss
of $ for the six months ended December 31, 2024 (six months ended December 31, 2023 - $) and had a working capital deficit
of $
In response to these conditions and events, the Company plans to obtain additional financing. As disclosed in Note 13, on January 31, 2025, the Company closed the January 2025 Offering (as defined below), which resulted in the receipt of net proceeds of approximately $5,000 before deducting underwriting discounts and offering expenses. The Company may pursue 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. The Company’s plans
8
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
to obtain additional financing have not been finalized, are subject to market conditions, and are not within the Company’s control and therefore cannot be deemed probable. Further, the Company will be required to raise additional funds for the construction and commencement of operations. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.
These interim condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
| 4. | MINERAL PROPERTIES |
During the quarter ended December 31, 2024, the Company completed negotiations with four landowners in Nebraska and entered into contract amendments which extended the option periods by approximately five years for each option to purchase agreement (“OTP”) covering four parcels of land for project construction and operation which the Company does not already own. The Company paid $106 upon closing of the OTP extensions and will make periodic payments totaling $184 over the extension period.
| 5. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| As of | ||||||||
| December 31, 2024 | June 30, 2024 | |||||||
| Accounts payable, trade | $ | $ | ||||||
| Trade payable accruals | ||||||||
| Environmental accruals | ||||||||
| Loan origination fees payable to related party | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
| 6. | DEBT |
| a) | Yorkville Convertible Debenture |
On July 19, 2024, the Company
and Yorkville entered into a make-whole payment agreement under which Yorkville agreed to convert the remaining outstanding principal
and accrued interest of $
The change in the Convertible Debentures is presented below:
| For the Six Months Ended December 31, 2024 | ||||
| Balance at June 30, 2024 | $ | |||
| Accretion expense | ||||
| Principal and interest converted | ( | ) | ||
| Balance, December 31, 2024 | $ | |||
9
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
The following table discloses the components of interest expense associated with the Convertible Debentures.
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| Component of Interest Expense | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Contractual interest | $ | $ | $ | $ | ||||||||||||
| Amortization of discount and issuance costs | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| b) | April 2024 Notes |
On April 12, 2024, the Company
issued and sold to Yorkville and Lind Global Fund II LP (“Lind II”, and together with Yorkville, the “April 2024
Purchasers”) $
The change in the April 2024 Notes is presented below:
| For the Six Months Ended December 31, 2024 | ||||
| Fair value at June 30, 2024 | $ | |||
| Principal payments | ( | ) | ||
| Change in fair value | ||||
| Balance, December 31, 2024 | $ | |||
| Remaining Principal Balance, December 31, 2024 | $ | |||
The change in the April 2024 Warrant liability is presented below:
| For the Six Months Ended December 31, 2024 | ||||
| Fair value at June 30, 2024 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value at December 31, 2024 | $ | |||
On September 4, 2024 and October 3, 2024, NioCorp entered into (i) consents and waivers (the “2024 Yorkville Consents”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) consents and waivers (together with the 2024 Yorkville Consents, the “2024 Note Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement. The 2024 Note Consents, among other things, extended and deferred certain monthly payments and extended the maturity of the April 2024 Notes until January 31, 2025.
Except as modified by the 2024 Note Consents and the January Yorkville Consent (as defined below), as discussed in Note 13, the terms of the April 2024 Notes as previously disclosed are unchanged.
10
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| 7. | CLASS B COMMON STOCK OF ECRC |
The shares of Class B common stock of ECRC, an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp. II (“GXII”), include rights under which the holders may exchange such shares into Common Shares. Certain of such shares were vested as of the Closing (as defined below) and are exchangeable at any time, from time to time, until the tenth anniversary of the Closing Date (as defined below) (the “Vested Shares”) and certain of such shares are subject to certain vesting conditions (the “Earnout Shares”).
Earnout Shares
The Earnout Shares were valued utilizing a Monte Carlo Simulation pricing model with the following primary inputs:
| Key Valuation Input | December 31, 2024 | June 30, 2024 | ||||||
| Closing Common Share price | $ | $ | ||||||
| Term (expiry) | ||||||||
| Implied volatility of Public Warrants | ||||||||
| Risk-free rate | ||||||||
| For the Six Months Ended December 31, 2024 | ||||
| Fair value at June 30, 2024 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value at December 31, 2024 | $ | |||
Vested Shares
On December 12, 2024, and December 20, 2024, Vested Shares and Vested Shares, respectively, were exchanged for an equivalent number of Common Shares. This exchange resulted in a change in the Company’s ownership interest in ECRC and was accounted for as an equity transaction in accordance with Accounting Standards Codification (“ASC”) 810-10-45-23, with no gain or loss recognized. Accordingly, the carrying amount of the noncontrolling interest was adjusted to reflect the change in the Company’s ownership interest with a corresponding offset booked to equity. As of December 31, 2024, Vested Shares remained outstanding.
| 8. | COMMON SHARES |
| a) | Issuance |
11
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
Warrants have an exercise price of $1.75 per underlying Common Share, are
exercisable immediately, and will expire on November 5, 2026. The Series B Public Warrants have an exercise price of $2.07 per
underlying Common Share, are exercisable beginning six months and one day from the date of issuance and will expire on November
5, 2029. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option
to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate
of 358,280 Common Shares. “Option Warrant” means one Series A Public Warrant combined with one-half of one Series B
Public Warrant. On November 4, 2024, the Underwriter partially exercised its over-allotment option to purchase
Based upon the
Company’s analysis of the criteria contained in ASC 815, the Company determined that the November Private Warrants met
the definition of a derivative liability, as any warrant exercise that could cause the holder to exceed 19.9% ownership of
NioCorp Common Shares would require shareholder approval. As such, the November Private Warrants were recognized as warrant
liabilities on the consolidated balance sheet and were measured at their issuance date fair value of
$
The following tables disclose the primary inputs for the Black-Scholes model used in valuing the November Public Warrants and November Private Warrants.
| Series A Public Warrants | Series B Public Warrants | |||||||||||||||
| Key Valuation Input | December 31, 2024 | November 5, 2024 | December 31, 2024 | November 5, 2024 | ||||||||||||
| Closing Common Share price | $ | $ | $ | $ | ||||||||||||
| Term (years) | ||||||||||||||||
| Historic equity volatility | % | % | % | % | ||||||||||||
| Risk-free rate | % | % | % | % | ||||||||||||
12
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| Series A Private Warrants | Series B Private Warrants | |||||||||||||||
| Key Valuation Input | December 31, 2024 | November 13, 2024 | December 31, 2024 | November 13, 2024 | ||||||||||||
| Closing Common Share price | $ | $ | $ | $ | ||||||||||||
| Term (years) | ||||||||||||||||
| Historic equity volatility | % | % | % | % | ||||||||||||
| Risk-free rate | % | % | % | % | ||||||||||||
The following table sets forth a summary of the changes in the fair value of the November Private Warrants liabilities.
| November Private Warrants | ||||
| Fair value at issuance | $ | |||
| Change in fair value | ||||
| Fair value as of December 31, 2024 | $ | |||
As of December 31, 2024,
the Company has access to up to $
| Date | Common Shares Issued | Gross Funds Received | Market Value of Shares Issued | (Gain)/Loss on Issuance | |||||||||||||
| August 28, 2024 | $ | $ | $ | ( | ) | ||||||||||||
| September 3, 2024 | ( | ) | |||||||||||||||
| September 6, 2024 | |||||||||||||||||
| September 16, 2024 | |||||||||||||||||
| September 19, 2024 | |||||||||||||||||
| September 25, 2024 | |||||||||||||||||
| November 18, 2024 | |||||||||||||||||
| November 21, 2024 | |||||||||||||||||
| November 27, 2024 | |||||||||||||||||
| December 6, 2024 | |||||||||||||||||
| December 11, 2024 | ( | ) | |||||||||||||||
| December 16, 2024 | ( | ) | |||||||||||||||
| December 20, 2024 | |||||||||||||||||
(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 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.
13
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| b) | Stock Options |
| Number of Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Weighted Average Remaining Life | ||||||||||||||
| Balance, June 30, 2024 | $ | ||||||||||||||||
| Granted | |||||||||||||||||
| Exercised | |||||||||||||||||
| Cancelled/expired | ( | ) | |||||||||||||||
| Balance, December 31, 2024 | $ | $ | Years | ||||||||||||||
On December 23, 2024, the Company
granted Options with a fair value price of $ per Option, based on a Black-Scholes model with a risk-free rate of %,
average share price volatility of %, and a five-year expected option life. These Options were fully vested on the issuance
date and the Company expensed $
| 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.
| Number of Warrants | Weighted Average Exercise Price | ||||||||
| Balance, June 30, 2024 | $ | ||||||||
| Granted | |||||||||
| Exercised | |||||||||
| Expired | ( | ) | |||||||
| Balance, December 31, 2024 | $ | ||||||||
At December 31, 2024, the Company had outstanding exercisable Warrants, as follows:
| Number | Exercise Price | Expiry Date | ||||||
| C$ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
Private Warrants
On March 17, 2023 (the “Closing Date”), 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
14
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
“GXII Warrants”), as amended by an assignment, assumption and amendment agreement (the “NioCorp Assumed Warrant Agreement”), and issued an aggregate of Warrants (the “NioCorp Assumed Warrants”). The Company issued (a) public NioCorp Assumed Warrants (the “Public Warrants”) in respect of the GXII Warrants that were publicly traded prior to the Closing and (b) NioCorp Assumed Warrants (the “Private Warrants”) to GX Sponsor II LLC (the “Sponsor”).
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 | December 31, 2024 | June 30, 2024 | ||||||
| Closing Common Share price | $ | $ | ||||||
| Strike price | $ | $ | ||||||
| Implied volatility of Public Warrants | % | % | ||||||
| Risk free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Expected warrant life in years | ||||||||
The change in the Private Warrants liability is presented below:
| For the Six Months Ended December 31, 2024 | ||||
| Fair value at June 30, 2024 | $ | |||
| Change in fair value | ( | ) | ||
| Fair value at December 31, 2024 | $ | |||
Contingent Consent Warrants
15
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
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 Contingent
Consent Warrants to Lind III. Each Contingent Consent Warrant is exercisable for one Common Share at an exercise price of $
| Key Valuation Input | September 17, 2024 | |||
| Closing Common Share price | $ | |||
| Term (years) | ||||
| Historic equity volatility | % | |||
| Risk-free rate | % | |||
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.
| 9. | RELATED PARTY TRANSACTIONS |
On September 11, 2024, the Company
and Mark Smith, Chief Executive Officer, President and Executive Chairman of NioCorp, entered into a loan agreement (the “Smith
Loan Agreement”), which provides for a $
Through October 30, 2024, the
Company borrowed a total of $
| 10. | Exploration Expenditures |
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Technical studies and engineering | $ | $ | $ | $ | ||||||||||||
| Field management and other | ||||||||||||||||
| Metallurgical development | ||||||||||||||||
| Geologists and field staff | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
16
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| 11. | Leases |
The Company incurred lease costs as follows:
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||
| Operating Lease Cost: | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Fixed rent expense | $ | $ | $ | $ | ||||||||||||
| Variable rent expense | ||||||||||||||||
| Short-term lease cost | ||||||||||||||||
| Sublease income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Lease cost – other operating expense: | $ | $ | $ | $ | ||||||||||||
The maturities of lease liabilities are as follows at December 31, 2024:
| Future Lease Maturities | ||||
| Total remaining lease payments | $ | |||
| Less portion of payments representing interest | ( | ) | ||
| Present value of lease payments | ||||
| Less current portion of lease payments | ( | ) | ||
| Non-current lease liability | $ | |||
| 12. | Fair Value Measurements |
The following tables present information about the assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024, and June 30, 2024, 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 December 31, 2024 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Investment in equity securities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| April 2024 notes | $ | $ | $ | $ | ||||||||||||
| Earnout Shares liability | ||||||||||||||||
| Warrant liabilities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
17
NioCorp Developments Ltd.
Notes to the Condensed Consolidated Financial Statements
December 31, 2024
(expressed in thousands of U.S. dollars, except share and per share data or as otherwise stated) (unaudited)
| As of June 30, 2024 | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Assets: | ||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
| Investment in equity securities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| April 2024 notes | $ | $ | $ | $ | ||||||||||||
| Earnout Shares liability | ||||||||||||||||
| Warrant liabilities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 13. | SUBSEQUENT EVENTS |
The January Yorkville Consent and the Repayment of the April 2024 Notes
The January 2025 Offering
The Company used a portion of the net proceeds from the January 2025 Offering to repay outstanding obligations under the April 2024 Notes and currently intends to use the remaining net proceeds for working capital and general corporate purposes, including to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operations.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our historical interim condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended June 30, 2024 filed on September 23, 2024 (the “Annual Report on Form 10-K”), which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). This discussion and analysis contains forward-looking statements and forward-looking information that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements and information as a result of many factors, including, but not limited to, those set forth elsewhere in this Quarterly Report on Form 10-Q. See “Note Regarding Forward-Looking Statements” below.
All currency amounts are stated in U.S. dollars unless noted otherwise.
As used in this Quarterly Report on Form 10-Q, unless the context otherwise indicates, references to “we,” “our,” the “Company,” “NioCorp,” and “us” refer to NioCorp Developments Ltd. and its subsidiaries, collectively.
Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). Such forward-looking statements concern our anticipated results and developments in the operations of the Company in future periods, planned exploration activities, the adequacy of the Company’s financial resources, and other events or conditions that may occur in the future.
Forward-looking statements have been based upon our current business and operating plans, as approved by the Company’s Board of Directors, and may include statements regarding the anticipated benefits of the transactions (the “2023 Transactions”) contemplated by the previously disclosed Business Combination Agreement, dated September 25, 2022 (the “Business Combination Agreement”), among the Company, GX Acquisition Corp. II and Big Red Merger Sub Ltd, including NioCorp’s ability to access the full amount of the expected net proceeds of the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Yorkville Equity Facility Financing Agreement”), between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”); the anticipated benefits of the November Offerings (as defined below); the anticipated benefits of the January 2025 Offering (as defined below); NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States (“EXIM”); anticipated benefits of the listing of the Common Shares, no par value, of the Company (“Common Shares”) on The Nasdaq Stock Market LLC (“Nasdaq”); the financial and business performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Company’s niobium, scandium and titanium project (the “Elk Creek Project”) located in southeastern Nebraska; NioCorp’s expectation and ability to produce niobium, scandium, and titanium and the potential to produce rare earth elements at the Elk Creek Project; NioCorp’s plans to produce and supply specific products and market demand for those products; the outcome of current recovery process improvement testing and the evaluation of the benefits and costs of electrifying the mine using Railveyor technology, and NioCorp’s expectation that such process and design improvements could lead to greater efficiencies and cost savings in the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the completion of technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite; NioCorp’s updating its technical report for the Elk Creek Project; statements with respect to the estimation of mineral resources and mineral reserves; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model; and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.
Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible,” and similar expressions, or statements that events, conditions,
19
or results “will,” “may,” “could,” or “should” (or the negative and grammatical variations of any of these terms) occur or be achieved. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,” or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms or at all; NioCorp’s ability to service its existing debt and meet the payment obligations thereunder; the future price of metals; the stability of the financial and capital markets; and current estimates and assumptions regarding the 2023 Transactions and their benefits. Such forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others, risks related to the following: NioCorp’s ability to use the net proceeds of the November Offerings in a manner that will increase the value of shareholders’ investment; NioCorp’s ability to operate as a going concern; NioCorp’s requirement of significant additional capital; NioCorp’s ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms or at all; NioCorp’s ability to receive a final commitment of financing from EXIM on an acceptable timeline, on acceptable terms, or at all; NioCorp’s ability to recognize the anticipated benefits of the 2023 Transactions, including NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp’s ability to continue to meet Nasdaq listing standards; risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility Financing Agreement may impair NioCorp’s ability to obtain additional financing; covenants contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a “passive foreign investment company” (“PFIC”) under the Internal Revenue Code of 1986, as amended (the “Code”); the potential that the 2023 Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining industry; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, or development activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K, as well as other factors described elsewhere in this Quarterly Report on Form 10-Q and the Company’s other reports filed with the SEC.
20
The Company’s forward-looking statements contained in this Quarterly Report on Form 10-Q are based on the beliefs, expectations, and opinions of management as of the date of this Quarterly Report on Form 10-Q. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.
Qualified Person
All technical and scientific information that forms the basis for the Elk Creek Project disclosure included in this Quarterly Report on Form 10-Q has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer. Mr. Honan is a “Qualified Person” as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and subpart 1300 of Regulation S-K.
Company Overview
NioCorp is developing the Elk Creek Project, located in southeast Nebraska. The Elk Creek Project is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resources in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase battery safety. Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in High-Strength, Low-Alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various superalloys and other applications that are used for aerospace applications, weapons systems, protective armor, medical implants, and many others. It also is used in pigments for paper, paint, and plastics. Rare earths are critical to electrification and decarbonization initiatives and can be used to manufacture the strongest permanent magnets commercially available.
Our primary business strategy is to advance our Elk Creek Project to commercial production. We are focused on obtaining additional funds to carry out our near-term planned work programs associated with securing the project financing necessary to complete mine development and construction of the Elk Creek Project.
Recent Corporate Events
On January 31, 2025, the Company closed an underwritten registered direct offering (the “January 2025 Offering”), pursuant to the underwriting agreement, dated January 29, 2025 (the January 2025 Underwriting Agreement”), with Maxim Group LLC, as underwriter, pursuant to which the Company issued and sold 2,577,320 Common Shares, 2,577,320 Series A warrants to purchase up to 2,577,320 Common Shares (the “January 2025 Series A Warrants”) and 1,288,660 Series B warrants to purchase up to an additional 1,288,660 Common Shares (the “January 2025 Series B Warrants”). Each Common Share was sold together with one Series A Warrant and one-half of one Series B Warrant at a combined public offering price of $1.94. The gross proceeds from the January 2025 Offering were approximately $5.0 million before deducting underwriting discounts and offering expenses. The January 2025 Series A Warrants have an exercise price of $1.98 per underlying Common Share, are exercisable immediately, and will expire on August 2, 2027. The January 2025 Series B Warrants have an exercise price of $2.05 per underlying Common Share, are exercisable immediately, and will expire on January 31, 2029.
Elk Creek Project Update
On October 30, 2024, the Company announced that it had completed bench-scale testwork at a demonstration-scale processing plant located in Trois-Rivieres, Quebec built by the Company and L3 Process Development (“L3”) and operated by L3 (the “Demonstration Plant”) that successfully demonstrated that the process developed for extracting and recovering rare earth oxides found in the ore at the Elk Creek Project can be used to recycle the rare earth content in rare earth permanent magnets. The L3 team was able to demagnetize and grind up permanent rare earth magnets and then leach the contained rare earth elements from the magnet. The successful outcome of this testing opens up the possibility
21
of accepting mixed rare earth concentrate from other mines into the planned Elk Creek plant once it is constructed and operating to supplement the ore expected to be produced from the Elk Creek mine.
During the quarter ended December 31, 2024, the Company completed negotiations with four landowners in Nebraska and entered into contract amendments which extended the option periods by approximately five years for each Option to Purchase agreement (“OPT”) covering four parcels of land for project construction and operation which the Company does not already own. The Company paid $106,000 upon closing of the OPT extensions and will make periodic payments totaling $184,000 over the extension period.
Other Activities
If funds become available through the Company’s fundraising efforts, we expect to undertake the following activities:
| ● | Continuation of the Company’s efforts to secure federal, state and local operating permits; | |
| ● | Continued evaluation of the potential to produce rare earth products and sell such products under offtake agreements; | |
| ● | Negotiation and completion of offtake agreements for the remaining uncommitted production of niobium, scandium, and titanium from the Elk Creek Project, including the potential sale of titanium as titanium tetrachloride, as well as potential rare earth element production; | |
| ● | Negotiation and completion of engineering, procurement, and construction agreements; | |
| ● | Completion of the final detailed engineering for the underground portion of the Elk Creek Project; | |
| ● | Initiation and completion of the final detailed engineering for surface project facilities; | |
| ● | Construction of natural gas and electrical infrastructure under existing agreements to serve the Elk Creek Project site; | |
| ● | Completion of water supply agreements and related infrastructure to deliver fresh water to the Elk Creek Project site; | |
| ● | Initiation of revised mine groundwater investigation and control activities; | |
| ● | Initiation of long-lead equipment procurement activities; | |
| ● | As a follow-on to the Demonstration Plant operations, complete characterization and testing of waste materials to support tailings impoundment and paste backfill plant designs; | |
| ● | Continue the engineering and costing of road improvements near the junction of Nebraska state highways 50 and 62, which are intended to facilitate access to the Elk Creek Project site and manage increased traffic in the project vicinity; and |
| ● | Continue technical work with respect to improvements in the mine and the metallurgical process and costs. |
Financial and Operating Results
The Company has no revenues from mining operations. Operating expenses incurred primarily related to costs incurred for the advancement of the Elk Creek Project and the activities necessary to support corporate and shareholder duties and are detailed in the following table.
22
| For the Three Months Ended December 31, | For the Six Months Ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||||
| Operating expenses | ($000s) | |||||||||||||||||
| Employee-related costs | $ | 904 | $ | 328 | $ | 1,234 | $ | 650 | ||||||||||
| Professional fees | 772 | 952 | 1,222 | 2,139 | ||||||||||||||
| Exploration expenditures | 261 | 828 | 399 | 1,928 | ||||||||||||||
| Other operating expenses | 964 | 809 | 1,441 | 1,643 | ||||||||||||||
| Total operating expenses | 2,901 | 2,917 | 4,296 | 6,360 | ||||||||||||||
| Change in fair value of Earnout Shares liability | (1,569 | ) | (806 | ) | (753 | ) | (2,899 | ) | ||||||||||
| Change in fair value of warrant liabilities | (837 | ) | 71 | (893 | ) | 144 | ||||||||||||
| Change in fair values of convertible notes | 23 | - | 40 | - | ||||||||||||||
| Interest expense | 4 | 1,176 | 48 | 3,251 | ||||||||||||||
| Foreign exchange (gain) loss | (4 | ) | 28 | 4 | 17 | |||||||||||||
| Other gains | - | - | (122 | ) | - | |||||||||||||
| Loss on equity securities | - | 1 | - | 2 | ||||||||||||||
| Income tax benefit | - | - | - | (101 | ) | |||||||||||||
| Net loss and comprehensive loss | (518 | ) | (3,387 | ) | (2,620 | ) | (6,774 | ) | ||||||||||
| Less: Loss attributable to noncontrolling interest | (68 | ) | (96 | ) | (99 | ) | (270 | ) | ||||||||||
| Net loss attributable to the Company | $ | (450 | ) | $ | (3,291 | ) | $ | (2,521 | ) | $ | (6,504 | ) | ||||||
Three- and six-month periods ended December 31, 2024 compared to the three- and six-month periods ended December 31, 2023
Significant items affecting operating expenses are noted below:
Employee-related costs increased for the three- and six-month periods in 2024 as compared to 2023, primarily due to the timing of fully vested incentive options to purchase Common Shares (“Options”) issued to employees in 2024.
Professional fees decreased for the three-month period in 2024 primarily due to increased audit fees associated with the Company’s June 30, 2023 financial statements and increased review fees in connection with the Company’s September 30, 2023 financial statements, partially offset by transactions expenses (primarily legal and accounting costs) associated with the warrant liabilities incurred with the November Offerings. Professional fees decreased for the six-month period in 2024 as compared to 2023, primarily due to higher costs incurred in 2023 related to the timing of legal services associated with the Company’s SEC registration statements filed in October 2023, as well as increased audit fees associated with the Company’s June 30, 2023 financial statements and increased review fees in connection with the Company’s September 30, 2023 financial statements.
Exploration expenditures decreased for the three- and six-month period in 2024 as compared to 2023, as 2023 costs included Demonstration Plant operation costs. Operation of the Demonstration Plant ended during the prior year.
Other operating expenses include costs related to investor relations, general office expenditures, equity offering and proxy expenditures, board-related expenditures, and other miscellaneous costs. These costs increased for the three-month period in 2024 as compared to 2023 primarily due to the timing of fully vested Options issued to board members and advisors in 2024 as well as broker fees and other financial service costs associated with the warrant liabilities incurred with the November Offerings. These costs decreased for the six-month period in 2024 as compared to 2023 primarily due to a decrease in director and officer insurance expense, as well as declines in scandium development initiatives and financial-related services, partially offset by the timing of fully vested Options issued to board members and advisors in 2024 and an increase in investor relation services.
Other significant items impacting the change in the Company’s net loss are noted below:
Change in fair value of Earnout Shares liability represents the changes in fair value related to the shares of Class B common stock of Elk Creek Resource Corporation (“ECRC”), an indirect, majority-owned subsidiary of NioCorp formerly known as GX Acquisition Corp. II, the rights of the holders of which to exchange such shares into Common
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Shares are subject to certain vesting conditions (such shares of ECRC Class B common stock, the “Earnout Shares”). The credit balances for all periods represents the impact of decreases in the Company’s Common Share price on the financial modeling used to determine the period end fair values.
Change in fair value of warrant liabilities represents the changes in fair value of Common Share purchase warrants (“Warrants”) that are carried as liabilities in the condensed consolidated balance sheet. Expenses for the three- and six-month periods ending December 31, 2023, primarily related to Lind Global Asset Management III, LLC’s (“Lind III”) right to receive additional warrants (the “Contingent Consent Warrants”) as consideration for entering into the previously disclosed Waiver and Consent Agreement, dated September 25, 2022 (the “Lind Consent”), between the Company and Lind III. Expense was recorded in these periods based on the impact of a lower closing Common Share price, which increased the probability of these Contingent Consent Warrants being issued on the 18-month anniversary. The credit amounts booked for the three-and six-month periods ending December 31, 2024, primarily related to the impact of our declining Common Share market price on the Black-Scholes modeling results for our outstanding warrant liabilities.
Interest expense decreased for the three-and six-month periods in 2024 as compared to 2023 as 2023 periods included accretion expense associated with the unsecured convertible debentures (the “Convertible Debentures”) issued to Yorkville in March 2023. The outstanding balance of the Convertible Debentures was substantially reduced during fiscal year 2023, and was fully retired in the first quarter of 2024, resulting in lower accretion during 2024.
Other Gains for the six-month period ended December 31, 2024, primarily relates to a non-cash gain on the issuance of the Contingent Consent Warrants, which were issued in September 2024.
Loss attributable to noncontrolling interest represents the portion of net loss in ECRC not owned by the Company.
Liquidity and Capital Resources
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by the sale of our equity securities by way of private placements, convertible securities issuances, the exercise of Options and Warrants, and related party loans. With respect to currently outstanding Options and Warrants, we believe that exercise of these instruments, and cash proceeds from such exercises, will not occur unless and until the market price for our Common Shares equals or exceeds the related exercise price of each instrument.
On April 12, 2024, the Company issued and sold to Yorkville and Lind Global Fund II LP (“Lind II” and, together with Yorkville, the “April 2024 Purchasers”), pursuant to a securities purchase agreement, dated April 11, 2024 (the “April 2024 Purchase Agreement”), between the Company and each of the April 2024 Purchasers. The Company also issued to the April 2024 Purchasers, in proportion to the aggregate principal amount of the April 2024 Notes issued to each April 2024 Purchaser, Warrants to purchase up to 615,385 Common Shares (the “April 2024 Warrants”), which are equal to 25% of the aggregate principal amount of April 2024 Notes issued to the April 2024 Purchasers divided by the exercise price of $3.25, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.
On November 5, 2024, the Company closed the November 2024 Registered Offering, pursuant to the underwriting agreement, dated November 3, 2024 (the “Underwriting Agreement”), with Maxim Group LLC, as underwriter (the “Underwriter”), which consisted of 1,592,356 Common Shares, 1,672,090 Warrants (the “Series A Public Warrants”) to purchase up to an additional 1,672,090 Common Shares and 836,045 Warrants (the “Series B Public Warrants” and, together with the Series A Public Warrants, the “November Public Warrants”) to purchase up to an additional 836,045 Common Shares. Each Common Share was sold together with one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering price of $1.57. The gross proceeds from the November 2024 Registered Offering were approximately $2.5 million before deducting underwriting discounts and offering expenses. The Company entered into a warrant agency agreement with Computershare Inc. and its affiliate, Computershare Trust Company, N.A., together as warrant agent, setting forth the terms and conditions of the November Public Warrants. The Series A Public Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 5, 2026. The Series B Public Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance, and will expire on November 5, 2029. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option to purchase (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares. “Option Warrant” means one Series A Public Warrant combined with one-half
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of one Series B Public Warrant. On November 4, 2024, Underwriter partially exercised its over-allotment option to purchase 79,734 additional Series A Public Warrants and 39,867 additional Series B Public Warrants, which amounts are included in the amounts issued at closing of the November 2024 Registered Offering above.
On November 13, 2024, the Company closed a non-brokered private placement (the “November 2024 Private Offering” and, together with the November 2024 Registered Offering, the “November Offerings”) pursuant to binding subscription agreements with certain accredited investors (the “Private Placement Investors”) as part of a non-brokered private placement of 2,199,602 units of the Company (the “November 2024 Units”). Each November 2024 Unit consists of one Common Share, one Warrant (the “Series A Private Warrants”) to purchase up to an additional Common Share and one-half of one Warrant to purchase up to an additional one-half of one Common Share (the “Series B Private Warrants” and, together with the Series A Private Warrants, the “November Private Warrants”). Each November 2024 Unit was issued and sold at a price of $1.57. The gross proceeds of the November 2024 Private Offering were approximately $3.5 million before deducting offering expenses. Certain directors and officers of the Company purchased November 2024 Units at a price of $1.7675 per November 2024 Unit, which price includes $0.1975 per November 2024 Private Unit and allows such directors and officers to participate in the November 2024 Private Offering in accordance with the rules of the Nasdaq. The Series A Private Warrants have an exercise price of $1.75 per underlying Common Share, are exercisable immediately, and will expire on November 13, 2026. The Series B Private Warrants have an exercise price of $2.07 per underlying Common Share, are exercisable beginning six months and one day from the date of issuance, and will expire on November 13, 2029.
The November Offerings and the sale of the April 2024 Notes have provided, and the January 2025 Offering and the Yorkville Equity Facility Financing Agreement are expected to provide, near-term and longer-term access to capital. The ability of the Company to draw down on the Yorkville Equity Facility Financing Agreement, at its discretion, is subject to certain limitations and the satisfaction of certain conditions. When available, the Yorkville Equity Facility Financing Agreement provides an opportunity to actively manage the cash needs of the Company more closely. Historically, cash has generally been available to the Company through private placements of equity for which the timing did not always coincide with the Company’s cash needs. In the near term, the Company intends to utilize the Yorkville Equity Facility Financing Agreement for working capital and general corporate purposes, including to advance our efforts to launch construction of the Elk Creek Project and move it to commercial operations. The Company may also utilize the Yorkville Equity Facility Financing Agreement to potentially generate funds at a time when they are in need. Alternatively, the Company can also utilize the Yorkville Equity Facility Financing Agreement for opportunistic share sales.
On September 11, 2024, the Company and Mark Smith entered into the Smith Loan Agreement, which provides for a $2.0 million non-revolving credit facility (the “Smith Loan”). A total of $504,000 was subsequently drawn down, and subsequently the Company repaid $508,000, representing the balance of the interest and principal outstanding under the Smith Loan, plus $41,000 related to the loan origination fees payable.
As of December 31, 2024, the Company had cash of $0.5 million and a working capital deficit of $3.1 million, compared to cash of $2.0 million and a working capital deficit of $9.0 million on June 30, 2024.
We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned cash needs are approximately $13.0 million until June 30, 2025. On September 4, 2024, NioCorp entered into (i) a consent and waiver (the “September Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the Yorkville Consent, the “September Consents”) to the April 2024 Notes issued and sold to Lind II. On October 3, 2024, NioCorp entered into (i) a consent and waiver (the “October Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement and (ii) a consent and waiver (together with the September Consents and the October Yorkville Consent, the “2024 Note Consents”) to the April 2024 Notes issued and sold to Lind II pursuant to the April 2024 Purchase Agreement. The 2024 Note Consents, among other things, extended and deferred certain monthly payments and extended the maturity of the April 2024 Notes until January 31, 2025. On January 3, 2025, NioCorp entered into a consent and waiver (the “January Yorkville Consent”) to the April 2024 Notes issued and sold to Yorkville pursuant to the April 2024 Purchase Agreement. The January Yorkville Consent, among other things, deferred the due date for the amounts that would otherwise have been due to Yorkville on January 1, 2025 to the maturity date and extended the maturity date to February 17, 2025, and prospectively waived any term of the April 2024 Notes that would otherwise be triggered upon a failure of the Company to pay to Yorkville the remainder of the amount due on January 1, 2025. See Notes 6b and 13 to the interim condensed consolidated financial statements for additional information on the terms of the 2024 Note Consents and January Yorkville Consent, respectively. All remaining amounts due to Lind II ($176,000) and Yorkville ($1.0 million) under the April 2024 Notes were repaid on January 6, 2025, And February 7, 2025, respectively.
In addition to outstanding accounts payable and short-term liabilities, our average monthly planned expenditures through June 30, 2025, are expected to be approximately $2.275 million per month where approximately $0.350 million is for corporate overhead and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. This
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includes general overhead costs and satisfying outstanding accounts payable. This also includes anticipated financing costs associated with the Elk Creek Project. The scope of these financing costs remains under discussion with EXIM. Approximately $1.925 million per month is planned for expenditures relating to the advancement of the Elk Creek Project by NioCorp’s majority owned subsidiary, ECRC, including an updated mine plan in connection with the EXIM application process. The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing.
The Company anticipates that it does not have sufficient cash on hand to continue to fund basic operations for the next twelve months, and additional funds totaling $12.0 million to $15.0 million, net of funds raised from advances under the Yorkville Equity Facility Financing Agreement and borrowings under the Smith Loan, if any, are likely to be necessary to continue advancing the Elk Creek Project in the areas of financing, permitting, and detailed engineering. While the Yorkville Equity Facility Financing Agreement may provide the Company with access to additional capital, the Company will likely require additional capital to meet its cash needs. Management is actively pursuing such additional sources of debt and equity 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.
Current Elk Creek property lease commitments are $136,000 through June 30, 2025. To maintain our currently held properties and fund our currently anticipated general and administrative costs and planned exploration and development activities at the Elk Creek Project for the fiscal year ending June 30, 2025, the Company will likely require additional financing during the current fiscal year. Should such financing not be available in that timeframe, we will be required to reduce our activities and will not be able to carry out all our presently planned activities at the Elk Creek Project.
On June 6, 2023, the Company announced that it had submitted an application to EXIM for debt financing (the “EXIM Financing”) to fund the project costs for the Elk Creek Project, under EXIM’s “Make More in America” initiative. The EXIM Financing is subject to, among other matters, the satisfactory completion of due diligence, the negotiation and settlement of final terms, and the negotiation of definitive documentation. There can be no assurance that the EXIM Financing will be completed on the terms described herein or at all. The Company was informed that its application received approval by the first of three reviews by the EXIM Transaction Review Committee (the “TRC”) on October 2, 2023. During the quarter, EXIM continued to process the Company’s application for debt financing under EXIM’s Make More in America Program. The Company’s application sits at TRC in the second step in EXIM’s four-step approval process. The Company continues to meet with EXIM as well as providing responses to requests for additional information from EXIM and to the consultants that are conducting due diligence on the Company’s application on behalf of EXIM. As part of the diligence process, EXIM has identified additional project activities to be undertaken, including, among other things, an updated mine plan and updated Elk Creek Project capital costs on a final or close-to-final basis reflecting updated process flows. However, there can be no assurance what further project activities or matters EXIM may request in connection with the application process.
We are currently unable to estimate how long the application process may take, and there can be no assurances that we will be able to successfully negotiate a final commitment of debt financing from EXIM.
Except for the potential funding from advances under the Yorkville Equity Facility Financing Agreement, as discussed above, and the potential exercise of Options and Warrants, we currently have no further funding commitments or arrangements for additional financing at this time, and there is no assurance that we will be able to obtain any such additional financing on acceptable terms, if at all. Pursuant to the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, NioCorp is restricted from issuing equity or equity-linked securities (other than Common Shares) or any preferred equity or non-voting equity if such issuance would adversely impact the rights of the holders of the shares of Class B common stock of ECRC, without the consent of the holders of a majority of the shares of Class B common stock of ECRC. The January 2025 Underwriting Agreement also contains certain covenants that, among other things, limit NioCorp’s ability to enter into any variable rate transaction, including issuances of equity or debt securities that are convertible into Common Shares at variable rates and any equity line of credit, at-the-market agreement or other continuous offering of Common Shares, subject to certain exceptions. Notwithstanding the restrictions set forth in the Exchange Agreement and the January 2025 Underwriting Agreement, there is significant uncertainty that we would be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management may pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, Warrants, subscription receipts, or any combination thereof in units of the Company
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pursuant to private placements to accredited investors or pursuant to public offerings in the form of underwritten/brokered offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders. In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and other recent worldwide events have substantially reduced the number of potential buyers/acquirers of any such interests. However, we cannot provide any assurances that we will be able to be successful in raising such funds.
Based on the conditions described within, management has concluded, as supported by the notes that accompany our financial statements for the year ended June 30, 2024, that substantial doubt exists as to our ability to continue as a going concern. The interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared under the assumption that we will continue as a going concern. As defined under S-K 1300, we are a development stage issuer and we have incurred losses since our inception. We may not have sufficient cash, including Option and Warrant exercises subsequent to June 30, 2024, to fund normal operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities and raising additional funds. Uncertainty in capital markets, supply chain disruptions, increased interest rates and inflation, and the potential for geographic recessions have contributed to general global economic uncertainty. During the three months ended December 31, 2024, these events continued to create uncertainty with respect to overall project funding and timelines. We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured. Therefore, these factors raise substantial doubt as to our ability to continue as a going concern.
We have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating needs in Colorado and Nebraska, all of our cash reserves are on deposit with major U.S. and Canadian chartered banks. We do not believe that the credit, liquidity, or market risks with respect thereto have increased as a result of the current market conditions. However, in order to achieve greater security for the preservation of our capital, we have, of necessity, been required to accept lower rates of interest, which has also lowered our potential interest income.
Operating Activities
During the six months ended December 31, 2024, the Company’s operating activities consumed $2.0 million of cash (2023: $4.6 million). The cash used in operating activities for the six months ended December 31, 2024, reflects the Company’s funding of losses of $2.6 million, increased fair value related to the Earnout Shares and Warrant liabilities, share-based compensation, and other non-cash transactions. Overall, operational outflows during the six months ended December 31, 2024, decreased from the corresponding period of 2023 due to costs and expenditures incurred in connection with the Company’s Demonstration Plant. Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project.
Financing Activities
Financing inflows were $0.5 million during the three months ended December 31, 2024 (2023 inflows: $2.9 million), with 2024 inflows reflecting the gross receipts of $6.0 million from the November Offerings and $1.8 million from Common Share issuances under the Yorkville Equity Facility Financing Agreement, offset by $6.0 million of convertible debt repayments and $1.3 million of share issuance costs.
Cash Flow Considerations
The Company has historically relied upon debt and equity financings to finance its activities. Subject to the restrictions set forth in the Exchange Agreement and the January 2025 Underwriting Agreement, the Company may pursue additional debt and/or equity financing in the medium term; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.
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The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through the sale of equity securities.
The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, and its success in developing the Elk Creek Project. Any quoted market for the Common Shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenue, cash flows, or earnings, and any depression of the trading price of the Common Shares could impact its ability to obtain equity financing on acceptable terms.
Historically, the Company has used net proceeds from issuances of Common Shares to provide sufficient funds to meet its near-term exploration and development plans and other contractual obligations when due. However, development and construction of the Elk Creek Project will require substantial additional capital resources. This includes near-term funding and, ultimately, funding for Elk Creek Project construction and other costs. See “Liquidity and Capital Resources” above for the Company’s discussion of arrangements related to possible future financings.
Critical Accounting Estimates
There have been no material changes in our critical accounting estimates discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Estimates and Recent Accounting Pronouncements” as of June 30, 2024, in the Annual Report on Form 10-K.
Certain U.S. Federal Income Tax Considerations
If NioCorp (or a subsidiary) is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Common Shares or other NioCorp securities (as determined under applicable U.S. federal income tax law), then certain significant adverse tax consequences could apply to such U.S. holder, including requirements to treat any gain realized upon a disposition of Common Shares (or other securities) as ordinary income, to include certain “excess distributions” on Common Shares in income, and to pay an interest charge on a portion of any such gain or distribution. NioCorp believes that it was classified as a PFIC during the taxable years ended June 30, 2024 and 2023, and, based on the current composition of its income and assets, as well as current business plans and financial expectations, that it may be classified as a PFIC for its current taxable year or in future taxable years. No opinion of legal counsel or ruling from the Internal Revenue Service (the “IRS”) concerning the PFIC status of NioCorp or any subsidiary has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a taxable year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any taxable year depends on the assets and income of such corporation over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Quarterly Report on Form 10-Q. In addition, even if NioCorp concluded that it or any subsidiary was not classified as a PFIC, the IRS could challenge such determination and a court could sustain the challenge. Accordingly, there can be no assurance that NioCorp or any subsidiary will not be classified as a PFIC for any taxable year. Each holder of Common Shares or other NioCorp securities should consult its own tax advisors regarding the PFIC status of NioCorp and each subsidiary thereof and the resulting tax consequences to the holder, as well as any potential to mitigate such tax consequences through a “QEF” or “mark-to-market” election. See the “Risk Factors” section of the Annual Report on Form 10-K.
Other
The Company has one class of shares, being Common Shares. A summary of outstanding shares, Options, Warrants, and convertible debt as of February 7, 2025, is set out below, on a fully diluted basis.
Common
Shares (Fully Diluted) | |
| Common Shares | 46,818,119 |
| Vested shares of ECRC Class B common stock (1) | 3,934,031 |
| Options (2) | 3,063,000 |
| Warrants (3) | 30,376,495 |
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| (1) | Each exchangeable into one Common Share at any time, and from time to time, until March 17, 2033. | |
| (2) | Each exercisable into one Common Share. | |
| (3) | Includes 15,666,626 NioCorp Assumed Warrants that are each exercisable into 1.11829212 Common Shares and 14,709,869 Warrants that are each exercisable into one Common Share. |
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk
The Company’s exposure to changes in market interest rates relates primarily to the Company’s earned interest income on cash deposits and short-term investments. The Company maintains a balance between the liquidity of cash assets and the interest rate return thereon. The carrying amount of financial assets, net of any provisions for losses, represents the Company’s maximum exposure to credit risk.
Foreign currency exchange risk
The Company incurs expenditures in both U.S. dollars and Canadian dollars. Canadian dollar expenditures are primarily related to certain Common Share-related costs and corporate professional services. As a result, currency exchange fluctuations may impact the costs of our operating activities. To reduce this risk, we maintain sufficient cash balances in Canadian dollars to fund expected near-term expenditures.
Commodity price risk
The Company is exposed to commodity price risk related to the elements associated with the Elk Creek Project. A significant decrease in the global demand for these elements may have a material adverse effect on our business. The Elk Creek Project is not in production, and the Company does not currently hold any commodity derivative positions.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The management of NioCorp Developments Ltd. has evaluated, under the supervision of and with the participation of our management, including the Chief Executive Office (“CEO”) and the Chief Financial Officer (“CFO”), the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Notwithstanding the material weaknesses in our internal control over financial reporting, our CEO and CFO have concluded that the interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.
Material Weaknesses in Internal Control over Financial Reporting Existing as of December 31, 2024
The management of NioCorp Developments Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act for the Company. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on that evaluation, the CEO and the CFO have concluded that, as of December 31, 2024, our internal control over financial reporting was not effective due to the material weaknesses in internal control over financial reporting described below.
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Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management concluded that the material weaknesses disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, continued to exist as of December 31, 2024. Specifically, management identified deficiencies in the principles associated with the control environment, risk assessment, control activities, and monitoring components of internal control, based on the criteria established by the COSO Framework, that constitute material weaknesses, either individually or in the aggregate.
| ● | Control Environment: The Company does not have sufficient personnel with the appropriate levels of knowledge, experience, and training in accounting and internal control over financial reporting commensurate with the complexity of the Company’s financing transactions and associated reporting requirements. This material weakness contributed to additional material weaknesses further described below. |
| ● | Risk Assessment: The Company does not have a formal process to identify, update, and assess financial reporting risks due to changes in the Company’s business practices, including entering into increasingly complex transactions that could significantly impact the design and operation of the Company’s control activities. |
| ● | Control Activities: Management did not maintain effective controls over: |
| ○ | monitoring and assessing the work of third-party specialists, including the evaluation of the appropriateness of accounting conclusions, and |
| ○ | the evaluation of certain inputs and assumptions used to estimate the fair value of instruments and features associated with complex debt and equity transactions. |
| ● | Monitoring Activities: Management did not appropriately: |
| ○ | select, develop, and perform ongoing evaluation to ascertain whether the components of internal controls are present and functioning, and |
| ○ | evaluate and communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action. |
As previously disclosed, these material weaknesses resulted in errors that required the restatement of Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021, as well as the restatement of the Company’s condensed consolidated financial statements as of and for the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and December 31, 2022. Additionally, these material weaknesses could result in a misstatement of the account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or timely detected.
Remediation Plan for the Material Weaknesses
To address our material weaknesses existing as of December 31, 2024, we have implemented a detailed plan to address each individual material weakness identified, including the following:
| ● | We have, and will continue, to engage outside accounting and internal control consultants with subject matter expertise to supplement our level of knowledge, experience, and training in accounting and internal control over financial reporting. |
| ● | We plan to develop a formal risk assessment process to ensure that it is robust and frequent enough for the Company’s business, including the identification of risks, the level of detail in our risk assessment, and the clarity of the linkage between risks and internal controls associated with the material weaknesses. The results of this effort are expected to enable us to effectively identify, develop, evolve and implement controls and procedures to address risks. |
| ● | We plan to develop and provide incremental training to the accounting and financial reporting team regarding accounting for and valuation of complex financial instruments. |
| ● | Management will develop a monitoring program to periodically evaluate and assess whether those responsible for controls are conducting their activities in accordance with their design, such that there is contemporaneous evidence |
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| that the controls are present and functioning and will communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action. |
The process of designing and maintaining effective internal control over financial reporting is a continuous effort that requires management to anticipate and react to changes in our business, economic and regulatory environments and to expend significant resources. As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.
While we continue to devote significant time and attention to these remediation efforts, the material weaknesses will not be considered remediated until management completes the design and implementation of the actions described above and the controls operate for a sufficient period of time, and management has concluded, through testing, that these controls are effective.
Changes in Internal Control over Financial Reporting
Other than as discussed above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active, or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
There have been no changes to the risk factors set forth under the heading “Risk Factors” in the Annual Report on Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
The Company issued and sold the following Common Shares in reliance on exemptions from the registration requirements of the Securities Act:
| Date | Gross Proceeds ($000s) | Shares Issued | Price/Share ($) | ||||||||||
| November 13, 2024(1) | 3,500.8 | 5,499,005 | (2) | (3) | |||||||||
| November 18, 2024(4) | 158.3 | 115,000 | $ | 1.3767 | |||||||||
| November 21, 2024(4) | 147.2 | 110,000 | $ | 1.3381 | |||||||||
| November 27, 2024(4) | 136.8 | 105,000 | $ | 1.3024 | |||||||||
| December 6,2024(4) | 155.4 | 110,000 | $ | 1.4126 | |||||||||
| December 11, 2024(4) | 218.7 | 141,000 | $ | 1.5512 | |||||||||
| December 16, 2024(4) | 168.3 | 120,000 | $ | 1.4026 | |||||||||
| December 20, 2024(4) | 149.0 | 110,000 | $ | 1.3545 | |||||||||
| (1) | Issued in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof in connection with the closing of the November 2024 Private Offering and based upon representations and warranties of the Private Placement Investors in connection therewith. | |
| (2) | Represents 2,199,602 Units, each of which consisted of one Common Share, one Series A Private Warrant and one-half of one Series B Private Warrant. |
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| (3) | The Units were sold at a price of $1.57 per Unit to Private Placement Investors other than the Insider Investors. The Units were sold to the Insider Investors at a price of $1.7675 per Unit, which price includes $0.1975 per Unit purchased by the Insider Investors and allowed the Insider Investors to participate in the November 2024 Private Offering in accordance with the rules of Nasdaq. | |
| (4) | Issued in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended December 31, 2024, the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the quarter ended December 31, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
ITEM 6. EXHIBITS
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| 32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS(6) | Inline XBRL Instance Document | |
| 101.SCH(6) | Inline XBRL Taxonomy Extension- Schema | |
| 101.CAL(6) | Inline XBRL Taxonomy Extension – Calculations | |
| 101.DEF(6) | Inline XBRL Taxonomy Extension – Definitions | |
| 101.LAB(6) | Inline XBRL Taxonomy Extension – Labels | |
| 101.PRE(6) | Inline XBRL Taxonomy Extension – Presentations | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| # | Management compensation plan, arrangement, or agreement. | |
| (1) | Previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the SEC on July 26, 2016, and incorporated herein by reference. |
| (2) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on March 17, 2023, and incorporated herein by reference. | |
| (3) | Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 001-41655) filed with the SEC on November 11, 2024, and incorporated herein by reference. | |
| (4) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on November 5, 2024, and incorporated herein by reference. | |
| (5) | Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on January 31, 2025, and incorporated herein by reference. | |
| (6) | Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) the Interim Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024, (ii) the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended December 31, 2024 and 2023, (iii) the Interim Condensed Consolidated Statements of Cash Flows for the Six Months ended December 31, 2024 and 2023, (iv) the Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and Redeemable Noncontrolling Interest for the Three and Six Months ended December 31, 2024 and 2023 and (v) the Notes to the Interim Condensed Consolidated Financial Statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NIOCORP DEVELOPMENTS LTD.
(Registrant)
| By: | /s/ Mark A. Smith | |
| Mark A. Smith | ||
| President,
Chief Executive Officer and Executive Chairman |
||
| (Principal Executive Officer) | ||
| Date: February 7, 2025 | ||
| By: | /s/ Neal Shah | |
| Neal Shah | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: February 7, 2025 | ||
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