SHARE CAPITAL | 6. SHARE CAPITAL Authorized The Company's authorized share capital consists of 500,000,000 common shares without par value. At December 31, 2019 and September 30, 2020, there were 187,573,671 and 194,104,944 shares issued and outstanding, respectively. Share issuances On August 31, 2020, the Company entered into an At Market Issuance Sales Agreement (the “sales agreement”) with B. Riley Securities, Inc. (“B. Riley”), pursuant to which the Company was entitled, at its discretion and from time-to-time during the term of the sales agreement, to sell through B. Riley such number of common shares of the Company as would result in aggregate gross proceeds to the Company of up to $10.3 million (the “Offering”). No offers or sales of common shares were made in Canada through the facilities of the Toronto Stock Exchange (“TSX”) or other trading markets. As of September 30, 2020, the Company had issued an aggregate of 6,531,273 common shares under the sales agreement at an average price of $1.40 for gross proceeds of $9.2 million. Stock options The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012 and reapproved by the Company’s shareholders on May 28, 2015 and May 30, 2018 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of the options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the TSX Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the directors at the date of grant. A summary of the options granted under the Stock Option Plan as of September 30, 2020 and December 31, 2019 is presented below: Nine Months Ended Year Ended September 30, 2020 December 31, 2019 Weighted Weighted Average Aggregate Average Aggregate Number of Exercise Price Intrinsic Value Number of Exercise Price Intrinsic Value Options (C$) (C$) Options (C$) (C$) Balance, beginning of the period 2,452,049 $ 0.94 3,655,991 $ 0.98 Granted 255,000 0.92 187,232 0.85 Exercised — — (121,174) 0.70 Cancelled — — (1,270,000) 1.06 Balance, end of the period 2,707,049 $ 0.94 $ 2,124,839 2,452,049 $ 0.94 $ 59,734 The weighted average remaining life of options outstanding at September 30, 2020 was 2.9 years. Stock options outstanding are as follows: September 30, 2020 December 31, 2019 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 $ 1.11 510,000 510,000 February 25, 2022 $ 0.73 270,000 270,000 $ 0.73 270,000 270,000 March 10, 2022 $ 1.11 120,000 120,000 $ 1.11 120,000 120,000 March 16, 2023 $ 1.00 580,000 580,000 $ 1.00 580,000 580,000 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 $ 0.61 374,817 374,817 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 85,000 — — — 2,707,049 2,537,049 2,452,049 2,452,049 A summary of the non-vested options as of September 30, 2020 and changes during the nine months ended September 30, 2020 is as follows: Weighted average grant- Number of date fair value Non-vested options: options (C$) Outstanding at December 31, 2019 — $ — Granted 255,000 $ 0.76 Vested (85,000) $ 0.76 Outstanding at September 30, 2020 170,000 $ 0.76 At September 30, 2020, there was unrecognized compensation expense of C$95,981 related to non-vested options outstanding. The cost is expected to be recognized over a weighted-average remaining period of approximately 1.2 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. 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 nine months ended September 30, 2020, the Company granted each of the members of the Board (other than those directors nominated for election by Paulson 90,217 deferred share units (“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 days immediately preceding the grant) of C$0.92 per DSU, representing C$83,000 per director or C$415,000 in the aggregate. The DSUs entitle the holders to receive common shares of the Company without the payment of any consideration. The DSUs vested immediately upon being granted but the common shares underlying the DSUs are not deliverable to the holder until the holder is no longer serving on the Board. DSUs outstanding are as follows: Nine Months Ended Year Ended September 30, 2020 December 31, 2019 Weighted Average Weighted Number of Exercise Price Number of Average Exercise Units (C$) Units Price (C$) Balance, beginning of the period 1,383,396 $ 0.77 1,356,975 $ 0.72 Issued 451,085 $ 0.92 488,235 $ 0.85 Delivered — — (461,814) $ 0.71 Balance, end of the period 1,834,481 $ 0.81 1,383,396 $ 0.77 Share-based payments During the nine-month period ended September 30, 2020, there were 255,000 stock options granted under the Stock Option Plan and 451,085 DSUs granted under the DSU Plan. Share-based payment compensation for the nine months ended September 30, 2020 totaled $366,685 ($72,068 related to stock options and $294,617 related to DSUs). Of the total expense for the period ended September 30, 2020, $303,096 was included in consulting fees ($8,479 related to stock options and $294,617 related to DSUs), $4,239 was included in investor relations, and $59,350 was included in wages and benefits in the statement of operations and comprehensive loss. During the nine-month period ended September 30, 2019, the Company granted 187,232 stock options and 488,235 DSUs for common shares of the Company. Share-based payment compensation for the nine months ended September 30, 2019 totaled $405,857 ($89,140 related to stock options and $316,717 related to DSUs). Of the total expense for the period ended September 30, 2019, $316,717 was included in consulting fees and $89,140 was included in wages and benefits in the statement of operations and comprehensive loss. The following weighted average assumptions were used for the Black Scholes valuation model for stock options granted during the period: YTD September 30, 2020 Expected life of options 6 years Risk-free interest rate 0.40 % Annualized volatility 80.92 % Dividend rate 0.00 % Exercise price (C$) $ 0.92 |