v3.26.1
Basis of Presentation (Policies)
9 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Consolidation
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 (the “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, 2025, except that in connection with the acquisition described in Note 3, the Company established accounting policies for goodwill and acquired intangible assets, and in connection with the early adoption of ASU 2025-10, the Company established an accounting policy for government grants; each of which are described further in the applicable notes to these condensed consolidated financial statements.

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 as of March 31, 2026, 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, 2025. The interim results are not necessarily indicative of results for the full year ending June 30, 2026, or future operating periods.

As of March 31, 2026, total cash, cash equivalents, and restricted cash was $421,261, consisting of cash and cash equivalents of $419,196 and restricted cash of $2,065. As of June 30, 2025, there was no restricted cash, and the total of $25,554 consisted entirely of cash and cash equivalents. Restricted cash consists of funds held in escrow pursuant to an agreement with Johnson County, Nebraska for road improvements adjacent to the Elk Creek Project site.

Recent Accounting Standards
b)
Recent Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The amendments are effective for the Company's annual periods beginning after July 1, 2025, with early adoption permitted, and should be applied prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on the Company's 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.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The guidance establishes authoritative accounting and disclosure requirements for government grants received by business entities, permits early adoption, and is effective for annual reporting periods beginning after December 15, 2028, with application on a prospective basis. The Company early adopted ASU 2025-10 effective December 31, 2025. Upon adoption, the Company concluded that the DoD Agreement (as defined in Note 8 below) represents a government grant within the scope of Topic 832. Adoption of the guidance did not have a material impact on the Company’s consolidated financial statements, as the Company’s existing accounting policies for accounting for government grants are consistent with the guidance.

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.

Use of Estimates
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 consolidated financial statements, and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of mineral properties, goodwill and intangible assets, deferred income tax asset valuations, earnout valuation, warrant liabilities, 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.

Basic and Diluted Earnings per Share
d)
Basic and Diluted Earnings per Share

The Company utilizes the weighted average method to determine the impact of changes in a participating security on the calculation of loss per share. The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common shareholders:

 

For the Three Months Ended March 31,

 

 

For the Nine Months Ended March 31,

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income (loss)

 

$

325

 

 

$

(5,375

)

 

$

(44,387

)

 

$

(7,995

)

Adjust: Net (loss) attributable to noncontrolling interest

 

 

(344

)

 

 

(78

)

 

 

(1,774

)

 

 

(177

)

Net income (loss) available to participating securities

 

 

669

 

 

 

(5,297

)

 

 

(42,613

)

 

 

(7,818

)

Net (loss) attributable to vested shares of
     ECRC Class B common stock

 

 

(209

)

 

 

(41

)

 

 

(887

)

 

 

(591

)

Net income (loss) attributed to common shareholders -
 basic and diluted

 

$

878

 

 

$

(5,256

)

 

$

(41,726

)

 

$

(7,227

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding – basic

 

 

132,104,478

 

 

 

45,893,738

 

 

 

107,785,668

 

 

 

41,777,986

 

Weighted average shares outstanding – diluted

 

 

136,150,592

 

 

 

45,893,738

 

 

 

107,785,668

 

 

 

41,777,986

 

Income (loss) per Common Share outstanding – basic

 

$

0.01

 

 

$

(0.11

)

 

$

(0.39

)

 

$

(0.17

)

Income (loss) per Common Share outstanding – diluted

 

 

0.01

 

 

 

(0.11

)

 

 

(0.39

)

 

 

(0.17

)

 

The following common shares, no par value, of the Company ("Common Shares") underlying options to purchase Common Shares ("Options") and Common Share purchase warrants ("Warrants") were excluded from the dilutive securities computation as their effect would be antidilutive. For the three months ended March 31, 2026, Options and Warrants determined to be dilutive under the treasury stock method are excluded from this table and are reflected in diluted weighted average shares outstanding:

 

For the Three Months Ended March 31,

 

 

For the Nine Months
Ended March 31,

 

Excluded potentially dilutive securities (1)(2):

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Options

 

 

327,500

 

 

 

3,073,000

 

 

 

4,397,500

 

 

 

3,073,000

 

Warrants (3)

 

 

15,666,526

 

 

 

29,520,695

 

 

 

19,101,667

 

 

 

29,520,695

 

Total potentially dilutive securities

 

 

15,994,026

 

 

 

32,593,695

 

 

 

23,499,167

 

 

 

32,593,695

 

 

(1)
The number of shares is based on the maximum number of shares issuable on exercise of the related securities as of the period end. For the three months ended March 31, 2026, amounts reflect only those securities excluded as antidilutive. In-the-money securities have been evaluated under the treasury stock method and are included in diluted weighted average shares outstanding.
(2)
Earnout Shares (as defined in Note 6 below) are excluded as the vesting terms were not met as of the end of the reporting period.
(3)
Includes 15,666,526 NioCorp Assumed Warrants (as defined in Note 7c below) (March 31, 2025: 15,666,626) that are each exercisable into 1.11829212 Common Shares. The remaining Warrants are each exercisable into one Common Share.
(4)
For the three months ended March 31, 2026, 4,070,000 Options and 3,435,141 Warrants were determined to be dilutive under the treasury stock method and are included in the calculation of diluted weighted average Common Shares outstanding.