NIOCORP DEVELOPMENTS LTD 10-Q

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 unaudited condensed interim consolidated financial statements as of, and for the three months ended September 30, 2021, and the related notes thereto, which have been prepared in accordance with generally accepted accounting principles in the United States (“US 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 thousands of U.S. dollars unless noted otherwise. As used in this report, 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 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, 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. 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: ● risks related to our ability to operate as a going concern; ● risks related to our requirement of significant additional capital; ● risks related to our limited operating history; ● risks related to changes in economic valuations of the Elk Creek Project, such as net present value calculations, changes or disruptions in the securities markets; ● risks related to our history of losses; ● risks related to cost increases for our exploration and, if warranted, development projects; ● risks related to feasibility study results; ● risks related to mineral exploration and production activities; ● risks related to our lack of mineral production from our properties; ● risks related to the results of our metallurgical testing; ● risks related to the establishment of a reserve and resource for rare earth elements and the development of a viable recovery process for rare earth elements; ● risks related to the price volatility of commodities; ● risks related to estimates of mineral resources and reserves; ● risks related to changes in mineral resource and reserve estimates; ● risks related to differences in U.S. and Canadian reserve and resource reporting; ● risks related to our exploration activities being unsuccessful; ● risks related to our ability to obtain permits and licenses for production; 13 ● risks related to government and environmental regulations that may increase our costs of doing business or restrict our operations; ● risks related to proposed legislation that may significantly affect the mining industry; ● risks related to land reclamation requirements; ● risks related to competition in the mining industry; ● risks related to the management of the water balance at our Elk Creek Project; ● risks related to equipment and supply shortages; ● risks related to current and future joint ventures and partnerships; ● risks related to our ability to attract qualified management; ● risks related to the ability to enforce judgment against certain of our Directors; ● risks related to claims on the title to our properties; ● risks related to surface access on our properties; ● risks related to potential future litigation; ● risks related to our lack of insurance covering all our operations; ● risks related to the need for resilience in the face of potential impacts from climate change; ● risks related to a disruption in, or failure of, our information technology (“IT”) systems, including those related to cybersecurity; ● risks related to covenants contained in agreements with our secured creditors that may affect our assets; ● risks related to the extent to which our level of indebtedness may impair our ability to obtain additional financing; ● risks related to our status as a “passive foreign investment company” under the U.S. Internal Revenue Code of 1986, as amended; ● risks related to our Common Shares, including price volatility, lack of dividend payments, dilution and penny stock rules; ● risks related to our status as an “emerging growth company” and the impact of related reduced reporting requirements on our ability to attract investors; and ● risks related to the effects of the COVID-19 pandemic on our business plans, financial condition and liquidity. 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” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, as well as other factors described elsewhere in this report and the Company’s other reports filed with the Securities and Exchange Commission (“SEC”). 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 report. 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. National Instrument 43-101 Compliance Scott Honan, M.Sc., SME-RM, a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), has supervised the preparation of the scientific and technical information that forms the basis for the Elk Creek Project disclosure in this Quarterly Report on Form 10-Q and has approved the disclosure in this Quarterly Report on Form 10-Q related thereto. Mr. Honan is not independent of the Company, as he is the Chief Operating Officer. Additional information on the updated Feasibility Study for the Elk Creek Project (the “2019 Feasibility Study”) is available in our NI 43-101 Technical Report, issued May 29, 2019, which is available under NioCorp’s profile on the Canadian Administrators website at www.sedar.com and on our website at www.niocorp.com/wp-content/uploads/180001_FINAL_43-101_FS_NioCorp_AS_FILED.pdf. 14 Company Overview NioCorp is developing the Elk Creek Project, located in southeast Nebraska. The Elk Creek Project is an advanced Niobium (“Nb”)/Scandium (“Sc”)/Titanium (“Ti”) exploration project. 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 (“HSLA”) 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. 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, construction, commissioning, and operation of the Elk Creek Project. Emerging Growth Company Status We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBs Act”) as we did not have more than $1.07 billion in annual gross revenue during our most recently completed fiscal year. We will lose our status as an emerging growth company on June 30, 2022, which is the fiscal year following the fifth anniversary of the date of the first sale of Common Shares pursuant to an effective registration statement. As an emerging growth company under the JOBS Act, we have elected to opt out of the extended transition period for complying with new or revised standards pursuant to Section 107(b) of the JOBS Act. The election is irrevocable. As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Exchange Act. Such sections are described below: ● Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal controls. ● Sections 14A(a) and (b) of the Exchange Act, implemented by Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation. Because we will lose our status as an emerging growth company as of June 30, 2022, we will become subject to Section 14A(a) and (b) of the Exchange Act beginning next fiscal year. However, notwithstanding the loss of our status as an emerging growth company, we will continue to be exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 for so long as we are neither a “large accelerated filer” nor an “accelerated filer” as those terms are defined in Rule 12b-2 under the Exchange Act. COVID-19 Since March 2020, several measures have been implemented in the United States, Canada, and the rest of the world in response to the increased impact from the COVID-19 pandemic. 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, including, but 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 15 resume. We believe this could have an adverse impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year. As a result of the COVID-19 pandemic, the Company is following, and will continue to follow, social distancing, health and safety protocol, business-related social gathering restrictions, and other similar guidelines promulgated by both Colorado and Nebraska governmental officials. The COVID-19 pandemic continues to create uncertainty with regards to overall project funding timelines and has heightened the risk that we may be unable to secure sufficient additional capital, including but not limited to equity and debt offerings, to fund future expenditures or to maintain our liquidity. It is also possible that the COVID-19 pandemic could further adversely affect our business plans, results of operations, financial condition or liquidity in the future. The impact of the COVID-19 pandemic is fluid and continues to evolve, and therefore, we cannot currently predict the extent to which our business plans, results of operations, financial condition or liquidity will ultimately be impacted. Recent Corporate Events On August 30, 2021, the Company joined with a group of rare earth industry players to urge the U.S. Congress to approve bipartisan legislation in order to provide tax incentives for U.S. manufacturing of permanent rare earth magnets. Elk Creek Project Update On August 9, 2021, the Company announced the completion of the first phase of testing of Elk Creek Project ore samples using High-Pressure Grinding Rolls (“HPGR”) technology. Testing confirmed that the ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary funding, can be successfully processed using HPGR technology, an energy efficient and low-emission alternative for reducing the size of the ore to enable the recovery of niobium, scandium, titanium, and potential rare earth elements (“REEs”). On August 11, 2021, the Company announced completion of the first stage of metallurgical testing that is designed to optimize the Elk Creek flowsheet and evaluate the potential integration of rare earth recovery to the Elk Creek Project The metallurgical work was conducted by Salt Lake City-based L3 Process Development (“L3”), which has worked with NioCorp over the past several years on the development and optimization of NioCorp’s planned metallurgical processing facility for the Elk Creek Project. This new metallurgical testing program is the next step in NioCorp’s goal of implementing the optimization recommendations in the 2019 Feasibility Study for the production of niobium, scandium, and titanium, as well as to demonstrate the potential extraction and recovery of REEs from the ore that NioCorp expects to mine from the Elk Creek Project site, subject to receipt of necessary project funding. L3’s testing recently achieved success by demonstrating, at the bench scale, (1) process alternatives to hydrochloric acid (“HCl”) leach in NioCorp’s planned hydrometallurgical plant, and (2) the ability to selectively reject non-pay metals in the ore samples, including calcium, magnesium, and iron. This selective rejection would facilitate efficient extraction of all pay metals, including REEs. L3’s process optimization work also includes extensive efforts to re-use and recycle key reagents from NioCorp’s planned hydrometallurgical plant, which further NioCorp’s goal of maximizing the environmentally efficient operation of the Elk Creek mine and processing facility, following the receipt of necessary project funding and construction of the mine and processing facility. We expect that L3’s work will continue in the coming quarters and will include the construction and subsequent operation of a small-scale demonstration plant at their lab facility in Quebec. On September 9, 2021, the Company announced that it will analyze historic drilling core samples from the Elk Creek deposit in southeast Nebraska in order to compile sufficient data with the aim of publishing an updated Mineral Resource for the Elk Creek Project that includes individual REEs grades and tonnage that may exist in the deposit. The focus of this effort is within the boundaries of the current Mineral Resource. The Company’s REE initiative was launched in response to intense interest by governments, shareholders, and industrial consumers around the world for additional sources of rare earths beyond current suppliers. 16 On October 4, 2021, the Company announced that elemental analysis of more than 1,000 historic drill core samples from the Elk Creek Project to ascertain concentrations of REEs and other elements had commenced at Activation Laboratories Ltd.’s facility in Ancaster, Ontario. Results from this analysis, along with previous assays, may support an update to the Project’s Mineral Resource to include individual REE grades and tonnage. On October 6, 2021, the Company’s senior management team hosted a large group of investors at the Elk Creek Project site for a tour, briefing, and question and answer session. During the quarter ended September 30, 2021, NioCorp completed an engagement with Cementation US, Inc. (“Cementation”) to provide a detailed cost estimate for the engineering associated with the temporary and permanent construction associated with the Elk Creek Project’s underground mine, along with a series of technical reviews and optimization studies around key elements of the existing mine design. Should project financing be obtained, this work will accelerate Cementation’s ability to mobilize and commence mine construction and may result in cost savings during project execution should Cementation’s optimization recommendations be adopted by the Company. Other Activities Our long-term financing efforts continued during the quarter ended September 30, 2021. However, as noted above under “ COVID-19,” the COVID-19 pandemic has created uncertainty and continues to impact processes related to the Company’s efforts to obtain project financing. As 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 permits; ● Continued evaluation of the potential to produce rare earth products; ● 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 project site; ● Initiation of revised mine groundwater investigation and control activities; ● Initiation of long-lead equipment procurement activities; and ● Construction and operation of a small-scale demonstration plant to address process recommendations contained in the 2019 Feasibility Study and REE unit operations. Financial and Operating Results The Company has no revenues from mining operations. Operating expenses incurred related primarily to performing exploration activities, as well as the activities necessary to support corporate and shareholder duties and are detailed in the following table. For the Three Months Ended September 30, 2021 2020 Operating expenses Employee-related costs $ 319 $ 319 Professional fees 90 108 Exploration expenditures 621 225 Other operating expenses 226 411 Total operating expenses 1,256 1,063 Change in financial instrument fair value - (34 ) Foreign exchange loss (gain) 210 (101 ) Interest expense 492 127 Loss (gain) on equity securities 2 (2 ) Income tax expense - - Net Loss $ 1,960 $ 1,053 17 Three months ended September 30, 2021 compared to three months ended September 30, 2020 Significant items affecting operating expenses are noted below: Professional fees declined slightly in 2021 as compared to 2020, primarily due to the timing of legal services and tax preparation costs. Exploration expenditures increased in 2021 as compared to 2020, reflecting costs incurred in connection with process optimization and REE assay analysis activities. Other operating expenses include investor relations, general office expenditures, equity offering and proxy expenditures, board-related expenditures and other miscellaneous costs. These costs decreased in 2021 as compared to 2020 primarily due to director options issued in 2020, which were fully vested and expensed on the grant date, offset slightly by increased financial advisory fees incurred in 2021. 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 the U.S. dollar against the Canadian dollar and reflects the timing of foreign currency transactions, primarily U.S. dollar-based related party loans, and subsequent changes in exchange rates, and the loss during 2021 as compared to a gain in 2020 is due to an increase in the U.S. dollar relative to the Canadian dollar in 2021, and a decrease in the U.S. dollar relative to the Canadian dollar in 2020. Interest expense increased in 2021 as compared to 2020 primarily due to the accretion of the Nordmin Note, which was issued in December 2020, as well as accretion of the Lind III Convertible Security, which was issued in February 2021. 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 incentive stock options and share purchase warrants, and related party loans. While the COVID-19 pandemic has created uncertainty with respect to overall project funding timelines, we believe that we will be able to secure additional private placement financings in the future, although we cannot predict the timing, size, or pricing of any such financings. In addition, we could raise funds through the sale of interests in our mineral properties, although current market conditions and the impacts of the COVID-19 pandemic 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. As of September 30, 2021, the Company had cash of $5.9 million and a working capital surplus of $3.4 million, compared to cash of $7.3 million and working capital surplus of $3.4 million on June 30, 2021. We expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned operational needs are approximately $5.3 million until June 30, 2022. In addition to outstanding accounts payable and short-term liabilities, our average monthly expenditures are approximately $340 per month where approximately $250 is for corporate overhead and estimated costs related to securing financing necessary for advancement of the Elk Creek Project. Approximately $90 per month is planned for expenditures relating to the advancement of Elk Creek Project by NioCorp’s wholly owned subsidiary, Elk Creek Resources Corp. 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 to continue to fund basic operations for the next twelve months, and additional funds totaling $0.5 million to $1.0 million are likely to be necessary to continue advancing 18 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 lease commitments are $15 until June 30, 2022. 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, 2022, 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. We currently have no further 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 is currently pursuing 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. Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the year ended June 30, 2021, disclose that substantial doubt exists as to our ability to continue in business. The 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. We are an exploration stage company and we have incurred losses since our inception. We may not have sufficient cash to fund normal operations and meet debt obligations for the next twelve months without deferring payment on certain current liabilities and raising additional funds. The continuing COVID-19 pandemic has resulted in business travel restrictions and capital market disruptions, and this has had an adverse impact on our ability to obtain financing, development plans, results of operations, financial position, and cash flows during the current fiscal year. 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 United States 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 three months ended September 30, 2021, the Company’s operating activities consumed $1.6 million of cash (2020: $1.1 million). The cash used in operating activities for the three months ended September 30, 2021, reflects the Company’s funding of losses of $2.0 million, partially offset by the accretion of convertible debt, other non-cash transactions and a $0.3 million increase in prepaid expenses. Overall, operational outflows during the three months ended September 30, 2021, increased from the corresponding period of 2020 due to an increase in spending at the Elk Creek Project and a prepayment related to planned process optimization testing. Going forward, the Company’s working capital requirements are expected to increase substantially in connection with the development of the Elk Creek Project. 19 Financing Activities Financing inflows were $0.3 million during the three months ended September 30, 2021, as compared to $1.3 million during the corresponding period in 2020, primarily reflecting the timing of warrant and option exercises during the comparative periods. Cash Flow Considerations As noted above under “ COVID-19 ,” the COVID-19 pandemic has created uncertainty with respect to overall project funding timelines. The Company has historically relied upon debt and equity financings to finance its activities. 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. 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, including the impacts of the COVID-19 pandemic on the timing and availability of funding, 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. Contractual Obligations There have been no material changes to our contractual obligations discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Contractual Obligations” as of June 30, 2021, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements. Critical Accounting Policies There have been no material changes in our critical accounting policies discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the heading “Critical Accounting Policies” as of June 30, 2021, in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. 20 Certain U.S. Federal Income Tax Considerations The Company has been a “passive foreign investment company” (“PFIC”) as defined under Section 1297 of the U.S. Internal Revenue Code of 1986, as amended, in recent years and expects to continue to be a PFIC in the future. Current and prospective United States shareholders should consult their tax advisors as to the tax consequences of PFIC classification and the U.S. federal tax treatment of PFICs. Additional information on this matter is included in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, under the heading “Risks Related to the Common Shares.” 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 November 5, 2021, is set out below, on a fully-diluted basis. Common Shares Outstanding (fully diluted) Common Shares 261,480,164 Stock options 1 15,025,000 Warrants 1 13,470,118 Convertible Debt 2 12,205,882 1 Each exercisable into one Common Share 2 Represents Common Shares issuable on conversion of aggregate outstanding principal amounts of US$8.5 million of convertible debt as of November 5, 2021, assuming a market price per Common Share of $0.80 on that date.