NIOCORP DEVELOPMENTS LTD.
The following Management's Discussion and Analysis ("MD&A") provides information
that management believes is relevant to an assessment and understanding of the
consolidated financial condition and results of operations of NioCorp and
subsidiaries. This item should be read in conjunction with our Consolidated
Financial Statements and the notes thereto included in this Form 10-K.
Discussions related to fiscal 2020 performance as compared to fiscal 2019
performance can be found in Item 7., "Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations" of the Company's
Annual Report on Form 10-K for the year ended June 30, 2020 .
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Summary of Consolidated Financial and Operating Performance
For the year ended June 30,
2021 2020 2019
($000 )
Operating expenses $ 4,092 $ 3,432 $ 6,436
Net loss 4,390 4,001 7,336Net loss per share (basic and diluted) 0.02 0.02
0.03 The Company's net loss increased slightly to$4.4 million for fiscal 2021 from$4.0 million for fiscal 2020. This increased net loss in 2021 as compared to 2020 is primarily due to 2021 Option grants, which were fully vested and expensed on the grant dates. During the fiscal years endedJune 30, 2021 and 2020, the Company had no revenues. Operating expenses incurred related primarily to performing exploration and feasibility study related activities, as well as the activities necessary to support corporate and shareholder duties, and are detailed in
the following table.
Results of Operations (dollars in thousands)
For the year ended
June 30,
2021 2020 2019
Operating expenses:
Employee related costs $ 1,655 $ 1,376 $ 1,557
Professional fees 386 327 315
Exploration expenditures 1,056 1,201 3,144
Other operating expenses 995 528 1,420
Total operating expenses 4,092 3,432 6,436
Other income (208 ) - -
Loss on extinguishment 163 - -
Change in financial instrument fair value (32 ) 38 630
Foreign exchange (gain) loss (729 ) 179 (3 )
Interest expense 1,113 354 266
(Gain) loss on equity securities (9 ) (2 ) 7
Income tax benefit - - -
Net Loss $ 4,390 $ 4,001 $ 7,336 Significant items affecting operating expenses are noted below:
Employee related costs for fiscal 2021 increased as compared to fiscal 2020
primarily due to increased share-based compensation costs reflecting the timing
of Option issuances and the corresponding vesting periods, as well as the number
of Options granted and associated fair value calculations.
Exploration expenditures decreased in fiscal 2021 as compared to fiscal 2020
reflecting work performed in 2020 to develop the detailed engineering necessary
to support the successful Air Permit application. Fiscal 2021 expenditures
primarily related to the ongoing personnel costs, as well as ongoing engineering
and metallurgical projects and project advancement activities.
Other operating expenses include investor relations, general office
expenditures, stock and proxy expenditures and other miscellaneous costs. Costs
increased in fiscal 2021 as compared to fiscal 2020 primarily due to increases
in share-based compensation costs for board members reflecting the timing of
Option issuances and the corresponding vesting periods, and increased exchange
registration costs associated with the Nordmin Note and the Lind III Convertible
Security. These costs were partially offset by a decrease in finance-related
contract costs.
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Other significant items impacting the change in the Company's net loss are noted below:
Foreign exchange (gain) loss is primarily due to changes in theU.S. dollar against the Canadian dollar and the fiscal 2021 gain primarily reflects the impact of a strengthened Canadian dollar as applied toU.S. dollar-denominated debt instruments which are carried on the Canadian parent company books. Foreign exchange loss during fiscal 2020 reflected the impacts of a strengthenedU.S. dollar to Canadian dollar rate. Interest expense increased in fiscal 2021 as compared to fiscal 2020 due primarily to the accretion associated with the Lind III Convertible Security and the Nordmin Note, both of which were entered into during fiscal year 2021, as well as an increase in interest expense incurred under the Smith Credit Agreement.
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, and the exercise of incentive stock options and share purchase warrants. While we believe we will be able to secure additional private placement financings in the future, we cannot predict the size or pricing of any such financings. In addition, we may raise funds through the sale of interests in our mineral properties, although current market conditions and the impacts of the COVID-19 pandemic have reduced the number of potential buyers/acquirers
of any such interests. As ofJune 30, 2021 , the Company had cash of$7.3 million and a working capital surplus of$3.4 million , compared to cash of$0.3 million and working capital deficit of$7.7 million onJune 30, 2020 . The working capital surplus for 2021 is due to the timing of cash inflows from financing activities and warrant exercises, as discussed below under "Financing Activities," and was partially offset by expenditures incurred in connection with the closing of the Option Agreement for the Beethe008 land parcels, related party debt repayments and a continued effort to reduce our outstanding accounts payable balances. We expect that the Company will operate at a loss for the foreseeable future. The Company's current planned operational needs are approximately$7.3 million untilJune 30, 2022 , inclusive of the partial repayment of the Smith Loan discussed above under "Recent Corporate Events." In addition to outstanding accounts payable and short-term liabilities, our average monthly expenditures are approximately$385,000 per month where approximately$267,000 is for corporate overhead, lease extensions and estimated costs related to securing financing necessary for advancement of theElk Creek Project . Approximately$118,000 per month is planned for expenditures relating to the advancement of theElk Creek Project by ECRC. 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 may not have sufficient cash, inclusive of netC$0.8 million received from warrant exercises subsequent toJune 30, 2021 , to continue to fund basic operations for the next twelve months, and additional funds are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering. 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. Elk Creek property and lease commitments are$15,000 untilJune 30, 2022 , exclusive of costs incurred to exercise our current land and mineral right option agreements, which expire at various times betweenSeptember 2021 andMay 2040 . To maintain its currently held properties and fund its currently anticipated general and administrative costs and planned exploration and development activities at theElk Creek Project for the fiscal year endingJune 30, 2021 , 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 theElk Creek Project . 43
In addition to the financing transactions discussed below under "Financing Activities," the following transactions impacted our liquidity position during fiscal 2021:
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Warrants to Nordmin pursuant to the Nordmin Agreement under which Nordmin
agreed to subscribe for and purchase the Nordmin Note and Nordmin Warrants for
a subscription price of approximately
against the amount owing to Nordmin by NioCorp for past services.
The Nordmin Note will mature onDecember 18, 2021 , with an implied interest rate of 5% per annum and, subject to certain terms and conditions, is convertible into up to 4,500,000 Common Shares at a conversion price of 92% of the five-day volume-weighted average price Common Shares on theToronto Stock Exchange at the time of conversion. The Nordmin Note contains restrictions on how much of the principal amount may be converted in any 30-day period. The Nordmin Note also provides the Company with the option to prepay, in whole or in part, any outstanding principal amount thereunder, upon three days' notice to Nordmin. In addition, Nordmin is entitled to accelerate the maturity of the Nordmin Note and require the Company to prepay the outstanding principal amount upon the occurrence of an event of default and other designated events described in
the Nordmin Note. Subject to certain terms and conditions, each Nordmin Warrant is exercisable into one Common Share at a price ofC$0.80 per share untilDecember 18, 2022 . The Nordmin Note and the Nordmin Warrants are, and the Common Shares underlying the Nordmin Warrants, will be, subject to resale restrictions and are or will be, as applicable, "restricted securities" within the meaning of Rule 144 under the United States Securities Act of 1933.
Pursuant to the terms of the Nordmin Agreement, on
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established under the Coronavirus Aid, Relief, and Economic Security Act,
commonly referred to as the CARES Act, in the amount of
terms of the SBA Loan, the Company may be eligible for full or partial loan
forgiveness. The unforgiven portion of the SBA Loan is payable over two years
at an annual interest rate of 1%, with a deferral of payments for the first
six months. The Company used the proceeds for purposes consistent with the
PPP.
OnOctober 27, 2020 , the Company applied for loan forgiveness of$186,000 , comprising the initial SBA Loan balance less$10,000 representing an Economic Injury Disaster Loan Advance grant (the "EIDL advance") received by the Company inApril 2020 . OnNovember 18, 2020 , the Company was notified that the$186,000 loan forgiveness request had been approved. OnDecember 21, 2020 , theU.S. Congress passed the Consolidated Appropriations Act, 2021, which provided additional COVID-19 pandemic relief legislation as well as government funding and other bills. The Consolidated Appropriations Act removes the previous requirement that PPP borrowers deduct the amount of any EIDL advance from their PPP forgiveness amount. The SBA released Procedural Notice 5000-20075, effectiveJanuary 8, 2021 , stating that the SBA will no longer deduct EIDL advances from forgiveness payments remitted to PPP lenders. Accordingly, the Company recorded a gain in other income in the consolidated statement of operations for the remaining$10,000 of the SBA Loan. We currently have no further material funding commitments or arrangements for additional financing at this time (other than the potential exercise of options and warrants) and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty that we will 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 intends to 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 pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings, at-the-market 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. 44
Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the year endedJune 30, 2021 , disclose that substantial doubt exists as to our ability to continue in business. The financial statements included in this Annual Report on Form 10-K have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. The Company anticipates that it may not have sufficient cash, including warrant exercises subsequent toJune 30, 2021 , to continue to fund basic operations for the next twelve months, therefore, additional funds are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering. While the COVID-19 pandemic did negatively impact our ability to obtain project financing during fiscal 2021, the full extent to which the COVID-19 pandemic and our precautionary measures may continue to impact our business will depend on future developments, which continue to be highly uncertain and cannot be predicted at this time. These include, but are not limited to, the duration and geographic spread of the pandemic, its severity, the actions to contain the virus or treat its impact, future spikes of COVID-19 infections resulting in additional preventative measures to contain or mitigate the spread of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, including the vaccines' efficacy against emerging COVID-19 variants, and how quickly and to what extent normal economic and operating conditions can resume. 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. We have no exposure to any asset-backed commercial paper. Other than cash held by our subsidiaries for their immediate operating needs inColorado andNebraska , all of our cash reserves are on deposit with majorU.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 year endedJune 30, 2021 , the Company's operating activities consumed$4.7 million of cash (2020:$3.0 million ). The cash used in operating activities for fiscal 2021 reflects the Company's funding of losses of$4.4 million , partially offset by minor non-cash adjustments and changes in working capital items. Overall, fiscal 2021 operational outflows were higher than fiscal 2020 due primarily to the reduction of outstanding accounts payable balances during fiscal year 2021. Going forward, the Company's working capital requirements are expected to increase substantially in connection with the development of theElk Creek Project . Investing Activities
During the year ended
Financing Activities Net cash provided by financing activities was$18.1 million in fiscal 2021, compared to$3.0 million in fiscal 2020. This increase in financing inflows primarily reflect the timing of cash inflows from the Lind III Agreement, theApril 2021 Private Placement (as defined below), and warrant exercises to support current operations, partially offset by expenditures incurred in connection with the Option Agreement for the Beethe008 land parcels, and debt repayments. 45
The following is a discussion of significant financing transactions for fiscal year 2021:
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pursuant to the Lind III Agreement. The Lind III Convertible Security has a
face value of
closed an implied 8.5% interest rate per annum for the term of the Lind III
Convertible Security). After deducting a
in the Lind III Agreement, NioCorp received net proceeds of
the funding of the Lind III Convertible Security. The Company used the
proceeds from the funding of the Lind III Convertible Security to pay the
exercise price under the Option Agreement, as discussed above under Part I.,
Item 2 "Properties-Other Elk Creek Project Activities," as well as for general
corporate purposes.
The Lind III Convertible Security has a term of (i) 24 months or (ii) 30
calendar days after the date on which the face value of the Lind III Convertible
Security is nil due to such amount having been fully converted and/or fully
repaid (including with any applicable premium) in accordance with the terms of
the Lind III Agreement, whichever is earlier. The Lind III Convertible Security
constitutes the direct, general and unconditional obligation of the Company and
ranks pari-passu with the Company's other indebtedness. The Lind III Convertible
Security is guaranteed on a secured basis by 0896800 and ECRC.
The Lind III Convertible Security is secured by all of the assets and property
of the Company and 0896800, including all of the issued and outstanding shares
of 0896800 pledged by the Company and all of the issued and outstanding shares
of ECRC pledged by 0896800, and certain real property and fixtures of ECRC. The
liens securing the Lind III Convertible Security rank pari-passu with the liens
securing the Smith Credit Agreement. The liens securing the Lind III Convertible
Security rank senior to the liens securing the Smith Credit Agreement on any
amount that is owed by the Company to Mr. Smith in excess of $4.0 million .
Pursuant to the Lind III Agreement, Lind III is entitled to convert the Lind III
Convertible Security into Common Shares in monthly installments over its term at
a price per Common Share equal to 85% of the volume-weighted average price
Common Shares on the Toronto Stock Exchange ("TSX") for the five trading days
immediately preceding to the date on which Lind III provides notice to the
Company of its election to convert. Subject to certain exceptions, the Lind III
Agreement contains restrictions on how much of the Lind III Convertible Security
may be converted in any particular month. The Lind III Agreement also provides
NioCorp with the option to buy back the remaining face amount of the Lind III
Convertible Security in cash at any time; provided that, if the Company
exercises such option, Lind III will have the option to convert up to 33.33% of
the remaining face amount into Common Shares at the price described above. In
addition, Lind III is entitled to accelerate its conversion right to the full
amount of the face value of the Lind III Convertible Security or demand
repayment thereof in cash upon the occurrence of an event of default and other
designated events described in the Lind III Agreement.
On February 19, 2021 , in connection with the funding and issuance of the Lind
III Convertible Security, the Company issued 8,558,000 Lind III Warrants to Lind
III pursuant to the Lind III Agreement.
The Lind III Convertible Security and the Lind III Warrants were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof based upon the representations and warranties of Lind III in the Lind III Agreement.
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"
4,334,157 Units were issued at a price per Unit of
proceeds to the Company of approximately
pursuant to the
one warrant (each, an "
the holder thereof to purchase one additional Common Share at a price of
engineering efforts, conducting technical assessments of potentially adding
rare earth products to the planned product offering, and for working capital
and general corporate purposes. The Company paid cash commissions of
and issued 77,961 broker warrants (having the same terms as the
Warrants) in connection with the
outside of
using a risk-free rate of 0.2791%, expected volatility of 55.42% and expected
life of two years.
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of the outstanding balance on the loan (the "Smith Loan") pursuant to the Loan
Agreement, dated
amended from time to time. On
repaid
the Smith Credit Agreement. Each of these loan repayments utilized proceeds
from the exercise of warrants. Additionally, on
repaid
through the repayment date noted above and accrued interest on the Smith
Credit Agreement through
Smith Credit Agreement, plus accrued interest through June 30, 2021 .
Cash Flow Considerations
The Company has historically relied upon equity financings, and to a lesser
degree, debt financings, to satisfy its capital requirements and will continue
to depend heavily upon equity capital to finance its activities. The Company may
pursue debt financing in the medium term if it is able to procure such financing
on terms more favorable than available equity financing; however, there can be
no assurance the Company will be able to obtain any required financing in the
future on acceptable terms.
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 Company's 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, further development
and construction of the Elk Creek Project will require substantial additional
capital resources. This includes near-term funding and, ultimately, long-term
funding (including debt and equity financing) for Elk Creek Project construction
and other costs.
Debt Covenants
The Lind III Convertible Security contains financial and non-financial covenants
customary for a facility of this size and nature, and includes a financial
covenant defining an event of default as all present and future liabilities of
the Company or any of its subsidiaries, exclusive of related party loans, for an
amount or amounts exceeding C$2.0 million , and which have not been satisfied on
time or within 90 days of invoice, or have become prematurely payable as a
result of its default or breach. In addition, The Smith Credit Agreement
contains financial and non-financial covenants customary for a facility of its
size and nature. The Company was in compliance with these covenants as of June
30, 2021 .
Contractual Obligations
Our contractual obligations at June 30, 2021 , are summarized as follows (amounts
in thousands):
Payments due by period
Less
than 1
Total year 1-3 years 4-5 years After 5 years
Debt $ 13,761 $ 3,6611 $ 10,1002 $ - $ -Operating leases 272 96 131 15 30 Total contractual obligations$ 14,033 $ 3,757 $ 10,231 $
15 $ 30
(1) Amounts represent principal of
(2) Amounts represent principal of
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Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Environmental Our mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. As ofJune 30, 2021 and 2020, we had accrued$48,000 and$48,000 , respectively, related to estimated environmental obligations. Forward-Looking Statements The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in "Forward-Looking Statements"
in Item 1., "Business." Accounting Developments
For a discussion of Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements, see Note 3 to the Consolidated Financial Statements.
Critical Accounting Policies Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates or assumptions involved and the magnitude of the asset, liability, revenue or expense being reported. Our discussion of financial condition and results of operations is based upon the information reported in our Consolidated Financial Statements. The preparation of these Consolidated Financial Statements in conformity withU.S. GAAP requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the disclosure of contingent assets and liabilities as of the date of our financial statements. We base our assumptions and estimates on historical experience and various other sources that we believe to be reasonable under the circumstances. Actual results may differ from the estimates we calculate due to changes in circumstances, global economics and politics, and general business conditions. A summary of our significant accounting policies is detailed in Note 3 to the Consolidated Financial Statements. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment.
Carrying Value of Long-Lived Assets
The recoverability of the carrying values of mineral properties is dependent
upon economic reserves being discovered or developed on the properties,
permitting, financing, start-up, and commercial production from, or the
sale/lease of, or other strategic transactions related to these properties.
Development and/or start-up of a project will depend on, among other things,
management's ability to raise sufficient capital for these purposes. We assess
the carrying cost of our mineral properties for impairment whenever information
or circumstances indicate the potential for impairment. This would include
events and circumstances such as our inability to obtain all the necessary
permits, changes in the legal status of our mineral properties, government
actions, the results of exploration activities and technical evaluations and
changes in economic conditions, including the price of commodities or input
prices. Such evaluations compare estimated future net cash flows with our
carrying costs and future obligations on an undiscounted basis. If it is
determined that the estimated future undiscounted cash flows are less than the
carrying value of the property, an impairment loss will be recorded. Where
estimates of future net cash flows are not determinable and where other
conditions indicate the potential for impairment, management uses available
market information and/or third-party valuation experts to assess if the
carrying value can be recovered and to estimate fair value.
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We review and evaluate our long-lived assets, other than mineral properties,
for impairment when events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. An impairment loss is measured and
recorded based on the estimated fair value of the long-lived assets being tested
for impairment and their carrying amounts.
Income Taxes
We account for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of our liabilities and assets and the related income tax basis for such liabilities and assets. This method generates a net deferred income tax liability or asset, as measured by the statutory tax rates in effect. We derive our deferred income tax expense or benefit by recording the change in the net deferred income tax liability or asset balance for the year. With respect to the earnings we derive from the operations of our consolidated subsidiaries, in those situations where the earnings are indefinitely reinvested, no deferred taxes have been provided on the unremitted earnings (including the excess of the carrying value of the net equity of such entities for financial reporting purposes over the tax basis of such equity) of our consolidated subsidiaries. We are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. We recognize and record potential tax liabilities and record tax liabilities for anticipated tax audit issues in theU.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate. If our estimate of tax liabilities proves to be different than the ultimate assessment, an additional expense or benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in Income tax benefit (expense). In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is ultimately recoverable.
Valuation of Deferred Tax Assets
Our deferred income tax assets include certain future tax benefits. We record a
valuation allowance against any portion of those deferred income tax assets when
we believe, based on the weight of available evidence, it is more likely than
not that some portion or all of the deferred income tax asset will not be
realized. We review the likelihood that we will realize the benefit of our
deferred tax assets and therefore the need for valuation allowances on a
quarterly basis, or more frequently if events indicate that a review is
required. In determining the requirement for a valuation allowance, the
historical and projected financial results of the legal entity or consolidated
group recording the net deferred tax asset is considered, along with all other
available positive and negative evidence.
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Other
The Company has one class of shares, being Common Shares. A summary of
outstanding shares, share options, warrants, and convertible debt option as of
Common Shares Outstanding
(fully diluted)
Common Shares 258,683,308
Stock options1 15,765,000
Warrants1 13,470,118
Convertible Debt2 12,325,177
1 Each exercisable into one Common Share
2 Represents Common Shares issuable on conversion of aggregate outstanding
principal amounts of
2021, assuming a market price per Common Share of
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