SHARE CAPITAL | 7. SHARE CAPITAL Authorized The Company’s authorized share capital consists of 500,000,000 common shares without par value. At December 31, 2018 and 2019, there were 186,990,683 and 187,573,671 shares issued and outstanding, respectively. Share issuances During the year ended December 31, 2019, the Company issued 121,174 common shares pursuant to the exercise of stock options for total proceeds of $64,254 and transferred related contributed surplus of $51,283 to share capital. At the Company’s 2019 Annual General Meeting of Shareholders held on May 30, 2019, Messrs. John Ellis and Thomas Irwin did not stand for re-election as director. On June 5, 2019, in accordance with the Company’s Deferred Share Unit Plan, the Company issued 230,907 common shares to each of the two past directors for a total of 461,814 common shares and transferred related contributed surplus of $245,592 to share capital. On March 13, 2018, the Company completed a non-brokered private placement pursuant to which it issued 24,000,000 common shares at $0.50 per share for gross proceeds of $12,000,000. Share issuance costs included $111,379 related to the private placement. Following the resignation of director Mark Hamilton on November 6, 2017, the Company recognized an obligation to issue 129,687 common shares, with a value of $63,593. On March 27, 2018, the Company issued the 129,687 common shares in full satisfaction of the obligation. The Company also issued 468,000 common shares pursuant to the exercise of stock options for total proceeds of $181,026 and transferred related contributed surplus of $102,790 to share capital during the year ended December 31, 2018. Stock options The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and re-approved by the Company’s shareholders on May 28, 2015 and May 30, 2018 (the “2006 Plan”). The essential elements of the 2006 Plan provide that the aggregate number of common shares of the Company’s capital stock that may be issued pursuant to options granted under the 2006 Plan may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options. Options granted under the 2006 Plan have a maximum term of ten years. The exercise price of options granted under the 2006 Plan shall be fixed in compliance with the applicable provisions of the 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 2006 Plan vest immediately, unless otherwise determined by the directors at the date of grant. During the year ended December 31, 2019, the Company granted a total of 187,232 incentive stock options to employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$0.85 per share. Of the total 187,232 stock options granted, 150,000 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vested 100% on the grant date of August 8, 2019 and expire on August 8, 2025. During the year ended December 31, 2018, the Company granted a total of 420,085 incentive stock options to employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$0.61 per share. Of the total 420,085 stock options granted, 332,417 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vested 100% on the grant date of March 21, 2018 and expire of March 21, 2024. A summary of the status of the stock option plan as of December 31, 2019 and 2018 and changes during the fiscal years is presented below: Year Ended Year Ended December 31, 2019 December 31, 2018 Weighted Weighted Average Aggregate Average Aggregate Number of Exercise Intrinsic Number of Exercise Intrinsic Options Price (C$) Value (C$) Options Price (C$) Value (C$) Balance, beginning of the year 3,655,991 $ 0.98 4,477,000 $ 1.03 Granted 187,232 $ 0.85 420,085 $ 0.61 Exercised (121,174) $ 0.70 (468,000) $ 0.50 Expired — — (269,000) $ 2.18 Cancelled (1,270,000) $ 1.06 (504,094) $ 0.95 Balance, end of the year 2,452,049 $ 0.94 $ 59,734 3,655,991 $ 0.98 $ 67,899 The weighted average remaining life of options outstanding at December 31, 2019 was 3.4 years. Stock options outstanding are as follows: December 31, 2019 December 31, 2018 Exercise Number of Exercise Number of Expiry Date Price (C$) Options Exercisable Price (C$) Options Exercisable February 25, 2022 $ 1.11 510,000 510,000 $ 1.11 970,000 970,000 February 25, 2022 $ 0.73 270,000 270,000 $ 0.73 360,000 360,000 March 10, 2022 $ 1.11 120,000 120,000 $ 1.11 370,000 370,000 March 16, 2023 $ 1.00 580,000 580,000 $ 1.00 1,140,000 1,140,000 March 16, 2023 $ 0.50 130,000 130,000 $ 0.50 130,000 130,000 June 9, 2023 $ 1.00 30,000 30,000 $ 1.00 30,000 30,000 March 21, 2024 $ 0.61 374,817 374,817 $ 0.61 405,991 405,991 February 1, 2025 $ 1.35 250,000 250,000 $ 1.35 250,000 166,667 August 8, 2025 $ 0.85 187,232 187,232 — — — 2,452,049 2,452,049 3,655,991 3,572,658 A summary of the non-vested options as of December 31, 2019 and 2018 and changes during the fiscal years ended December 31, 2019 and 2018 is as follows: Weighted average grant-date fair Non-vested options: Number of options value (C$) Outstanding at December 31, 2017 166,667 $ 0.40 Granted 420,085 $ 0.48 Vested (503,419) $ 0.47 Outstanding at December 31, 2018 83,333 $ 0.40 Granted 187,232 $ 0.62 Vested (270,565) $ 0.55 Outstanding at December 31, 2019 — — At December 31, 2019, there was no unrecognized compensation expense related to non-vested options outstanding. Deferred Share Unit Incentive Plan On April 4, 2017, the Company adopted a Deferred Share Unit Plan (the “DSU Plan”). On May 24, 2017, at the Company’s Annual General Meeting of Shareholders, the DSU Plan was approved. As at December 31, 2019, the maximum aggregate number of common shares that could be issued under the DSU Plan and the 2006 Plan was 18,757,367, representing 10% of the number of issued and outstanding common shares on that date (on a non-diluted basis). As at December 31, 2019, the Company had stock options to potentially acquire 2,452,049 common shares outstanding under the 2006 Plan (representing approximately 1.31% of the outstanding common shares), leaving up to 16,305,318 common shares available for future grants under the DSU Plan and under the 2006 Plan (combined) based on the number of outstanding common shares as at that date on a non-diluted basis (representing an aggregate of approximately 8.69% of the outstanding common shares). During the year ended December 31, 2019, in accordance with the Company’s DSU Plan, the Company granted each of the members of the Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 97,647 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$0.85 per DSU, representing C$83,000 per director or C$415,000 in the aggregate. During the year ended December 31, 2018, in accordance with the Company’s DSU Plan, the Company granted each of the members of the Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 101,220 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$0.82 per DSU, representing C$83,000 per director or C$581,003 in the aggregate. The DSUs entitle the holders to receive common shares of the Company’s stock without the payment of any consideration. The DSUs vested immediately upon being granted, but the common shares of stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors. DSUs outstanding are as follows: Year Ended Year Ended December 31, 2019 December 31, 2018 Weighted Weighted Number of Average Exercise Number of Average Exercise Units Price (C$) Units Price (C$) Balance, beginning of the year 1,356,975 $ 0.72 648,435 $ 0.62 Issued 488,235 $ 0.85 708,540 $ 0.82 Delivered (461,814) $ 0.71 — — Balance, end of the year 1,383,396 $ 0.77 1,356,975 $ 0.72 Obligation to issue shares Following the resignation of director Mark Hamilton on November 6, 2017, the Company recorded an obligation to issue 129,687 DSUs valued at $63,593 (C$80,406). On March 27, 2018, the Company issued the 129,687 common shares in full satisfaction of the obligation. Share-based payments During the year ended December 31, 2019, the Company granted 187,232 stock options and 488,235 DSUs for common shares of the Company. Share-based payment compensation for the year ended December 31, 2019 totaled $405,857 ($89,140 related to stock options and $316,717 related to DSUs). Of the total expense for the year ended December 31, 2019, $316,717 was included in consulting fees and $89,140 was included in wages and benefits in the statement of operations and comprehensive loss. During the year ended December 31, 2018, the Company granted 420,085 stock options and 708,540 DSUs for common shares of the Company. Share-based payment compensation for the year ended December 31, 2018 totaled $603,818 ($189,396 related to stock options and $414,422 related to DSUs). Of the total expense for the year ended December 31, 2018, $414,422 was included in consulting fees, $183,429 was included in wages and benefits and $5,967 was included in investor relations in the statement of operations and comprehensive loss. The following weighted average assumptions were used for the Black-Scholes option pricing model calculations: Year ended Year ended December 31, December 31, 2019 2018 Expected life of options 6 years 6 years Risk-free interest rate 1.23 % 2.12 % Expected volatility 85.44 % 93.67 % Dividend rate 0.00 % % Exercise price (C$) $ 0.85 $ 0.61 The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares. |