SHARE CAPITAL |
6. SHARE CAPITAL Authorized The Company’s authorized share capital consists of an unlimited number of common shares without par value. At December 31, 2023 and June 30, 2024, there were 195,885,531 and 199,693,442 shares issued and outstanding, respectively. Share issuances During the six months ended June 30, 2024, the Company issued 3,807,911 common shares pursuant to a $2.5 million non-brokered private placement at a price of $0.664 per common share to existing major shareholders of the Company. Stock options The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, May 25, 2021, and May 29, 2024 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant. A summary of the options outstanding under the Stock Option Plan as of June 30, 2024 and December 31, 2023 is presented below: | | | | | | | | | | | | | | | | | | | | Six Months Ended | | | Year Ended | | | June 30, 2024 | | | December 31, 2023 | | | | | Weighted | | | | | | | | Weighted | | | | | | | | Average | | Aggregate | | | | | Average | | Aggregate | | | Number of | | Exercise Price | | Intrinsic Value | | | Number of | | Exercise Price | | Intrinsic Value | | | Options | | (C$) | | (C$) | | | Options | | (C$) | | (C$) | | | | | | | | | | | | | | | | | | | Balance, beginning of the period | | 1,787,049 | | $ | 0.92 | | | | | | 2,287,049 | | $ | 0.95 | | | | Granted | | 240,000 | | | 0.94 | | | | | | 240,000 | | | 0.63 | | | | Expired | | (374,817) | | | 0.61 | | | | | | (740,000) | | | 0.91 | | | | Balance, end of the period | | 1,652,232 | | $ | 0.99 | | $ | 12,000 | | | 1,787,049 | | $ | 0.92 | | $ | 93,571 |
The weighted average remaining life of options outstanding at June 30, 2024 was 3.1 years. Further details regarding stock options outstanding as at June 30, 2024 and December 31, 2023 are presented below: | | | | | | | | | | | | | | | | | | June 30, 2024 | | | December 31, 2023 | | | Exercise | | Number of | | | | | Exercise | | Number of | | | Expiry Date | | Price (C$) | | Options | | Exercisable | | | Price (C$) | | Options | | Exercisable | March 21, 2024 | | | — | | — | | — | | | $ | 0.61 | | 374,817 | | 374,817 | February 1, 2025 | | $ | 1.35 | | 250,000 | | 250,000 | | | $ | 1.35 | | 250,000 | | 250,000 | August 8, 2025 | | $ | 0.85 | | 187,232 | | 187,232 | | | $ | 0.85 | | 187,232 | | 187,232 | May 27, 2026 | | $ | 0.92 | | 255,000 | | 255,000 | | | $ | 0.92 | | 255,000 | | 255,000 | May 25, 2027 | | $ | 1.31 | | 240,000 | | 240,000 | | | $ | 1.31 | | 240,000 | | 240,000 | May 24, 2028 | | $ | 0.92 | | 240,000 | | 240,000 | | | $ | 0.92 | | 240,000 | | 160,000 | May 23, 2029 | | $ | 0.63 | | 240,000 | | 160,000 | | | $ | 0.63 | | 240,000 | | 80,000 | May 29, 2030 | | $ | 0.94 | | 240,000 | | 80,000 | | | | | | | | | | | | | | 1,652,232 | | 1,412,232 | | | | | | 1,787,049 | | 1,547,049 |
A summary of the non-vested options as of June 30, 2024 and changes during the six months ended June 30, 2024 is as follows: | | | | | | | | | | Weighted average | | | Number of | | grant-date fair value | Non-vested options: | | options | | (C$) | Outstanding at December 31, 2023 | | 240,000 | | $ | 0.48 | Granted | | 240,000 | | | 0.65 | Vested | | (240,000) | | | 0.56 | Outstanding at June 30, 2024 | | 240,000 | | $ | 0.57 |
At June 30, 2024, there was unrecognized compensation expense of C$112,018 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.4 years. Deferred Share Unit Incentive Plan On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and reapproved by the Company’s shareholders on May 27, 2020, May 25, 2021, and May 29, 2024. The maximum aggregate number of common shares that may be issued under the DSU Plan and the Stock Option Plan is 10% of the number of issued and outstanding common shares (on a non-diluted basis). During the six months ended June 30, 2024, in accordance with the DSU Plan, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson & Co. Inc.) 88,298 DSUs for a total of 441,490 DSUs with a grant date fair value (defined as the weighted average of the prices at which the common shares traded on the exchange with the most volume for the five trading days immediately preceding the grant) of C$0.94 per DSU, representing C$83,000 per director or C$415,000 in the aggregate. Each DSU entitles the holder to receive one common share in the capital of the Company without the payment of any consideration. The DSUs vest immediately upon grant, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board. DSUs outstanding as at June 30, 2024 and December 31, 2023 are as follows: | | | | | | | | | | | | | | Six Months Ended | | | Year Ended | | | June 30, 2024 | | | December 31, 2023 | | | | | Weighted Average | | | | | Weighted | | | Number of | | Exercise Price | | | Number of | | Average Exercise | | | Units | | (C$) | | | Units | | Price (C$) | Balance, beginning of the period | | 2,702,612 | | $ | 0.83 | | | 2,602,361 | | $ | 0.89 | Issued | | 441,490 | | | 0.94 | | | 672,598 | | $ | 0.62 | Delivered | | — | | | — | | | (572,347) | | $ | 0.87 | Balance, end of the period | | 3,144,102 | | $ | 0.84 | | | 2,702,612 | | $ | 0.83 |
Share-based payments During the six months ended June 30, 2024, there were 240,000 stock options granted under the Stock Option Plan and 441,490 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2024 totaled $359,333 ($66,091 related to stock options and $293,242 related to DSUs). Of the total expense for the period ended June 30, 2024, $297,373 was included in consulting fees ($4,131 related to stock options and $293,242 related to DSUs), $4,131 was included in investor relations, and $57,829 was included in wages and benefits in the statement of operations and comprehensive loss. During the six months ended June 30, 2023, there were 240,000 stock options granted under the Stock Option Plan and 526,984 DSUs granted under the DSU Plan. Share-based payment compensation for the six months ended June 30, 2023 totaled$321,067 ($63,514 related to stock options and $257,553 related to DSUs). Of the total expense for the period ended June 30, 2023, $261,523 was included in consulting fees ($3,970 related to stock options and $257,553 related to DSUs), $3,970 was included in investor relations, and $55,574 was included in wages and benefits in the statement of operations and comprehensive loss. | | | | | | | | | | | YTD June 30, 2024 | | | YTD June 30, 2023 | | Expected life of options | | | 6 | years | | | 6 | years | Risk-free interest rate | | | 2.64 | % | | | 3.29 | % | Annualized volatility | | | 76.75 | % | | | 74.39 | % | Dividend rate | | | 0.00 | % | | | 0.00 | % | Exercise price (C$) | | $ | 0.92 | | | $ | 0.63 | |
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