SHARE CAPITAL | 7. SHARE CAPITAL Authorized The Company’s share capital consists of an unlimited number of authorized common shares without par value. At December 31, 2020 and 2021, there were 194,908,184 shares issued and outstanding. Share issuances There were no share issuances during the year ended December 31, 2021. On August 31, 2020, the Company entered into an At Market Issuance ("ATM") 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 $10,300,000 (the "Offering"). The Company would pay B. Riley a commission of up to 3% of the gross proceeds from the sale of common shares pursuant to the ATM Sales Agreement. During the year ended December 31, 2020, the Company issued 7,334,513 common shares pursuant to the Offering for gross proceeds of $10,299,277. Share issuance costs were $480,946 resulting in net proceeds of $9,818,331 from the Offering. 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, May 30, 2018, and May 25, 2021 (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 directors at the date of grant. During the year ended December 31, 2021, the Company granted a total of 240,000 incentive stock options to certain officers and employees of the Company to purchase common shares in the capital stock of the Company at an issue price of C$1.31 per share. Of the total 240,000 stock options granted, 150,000 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vest one-third one-third one-third During the year ended December 31, 2020, the Company granted a total of 255,000 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$0.92 per share. Of the total 255,000 stock options granted, 150,000 were granted to Mr. Karl Hanneman, Chief Executive Officer. All of the options vest one-third one-third one-third A summary of the status of the stock option plan as of December 31, 2021 and 2020 and changes during the fiscal years is presented below: Year Ended Year Ended December 31, 2021 December 31, 2020 Weighted Weighted Average Aggregate Average Aggregate Number of Exercise Intrinsic Number of Exercise Intrinsic Options Price (C$) Value (C$) Options Price (C$) Value (C$) Balance, beginning of the year 2,707,049 $ 0.94 2,452,049 $ 0.94 Granted 240,000 $ 1.31 255,000 $ 0.92 Exercised — — — — Cancelled — — — — Balance, end of the year 2,947,049 $ 0.97 $ 235,200 2,707,049 $ 0.94 $ 2,287,262 The weighted average remaining life of options outstanding at December 31, 2021 was 1.9 years. Stock options outstanding are as follows: December 31, 2021 December 31, 2020 Exercise Number of Exercise Number of Expiry Date Price (C$) Options Exercisable Price (C$) Options Exercisable March 25, 2022* $ 1.11 510,000 510,000 $ 1.11 510,000 510,000 March 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 $ 0.92 255,000 170,000 $ 0.92 255,000 85,000 May 25, 2027 $ 1.31 240,000 80,000 — — — 2,947,049 2,702,049 2,707,049 2,537,049 ● Expiry dates revised to March 25, 2022 A summary of the non-vested options as of December 31, 2021 and 2020 and changes during the fiscal years ended December 31, 2021 and 2020 is as follows: Weighted average grant-date fair Non-vested options: Number of options value (C$) Outstanding at December 31, 2019 — — Granted 255,000 $ 0.76 Vested (85,000) $ 0.76 Outstanding at December 31, 2020 170,000 $ 0.76 Granted 240,000 $ 0.98 Vested (165,000) $ 0.87 Outstanding at December 31, 2021 245,000 $ 0.91 At December 31, 2021, there was C$98,577 of 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”). The DSU Plan was approved by the Company’s shareholders on May 24, 2017 and re-approved by the Company’s shareholders on May 27, 2020 and May 25, 2021. As at December 31, 2021, the maximum aggregate number of common shares that could be issued under the DSU Plan and the Stock Option Plan was 19,490,818, representing 10% of the number of issued and outstanding common shares on that date (on a non-diluted basis). As at December 31, 2021, the Company had stock options to potentially acquire 2,947,049 common shares outstanding under the Stock Option Plan (representing approximately 1.51% of the outstanding common shares), leaving up to 16,543,769 common shares available for future grants under the DSU Plan and under the Stock Option Plan (combined) based on the number of outstanding common shares as at that date on a non-diluted basis (representing an aggregate of approximately 8.49% of the outstanding common shares). During the year ended December 31, 2021, in accordance with the DSU Plan, the Company granted each of the members of the Company’s Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 63,359 DSUs for a total of 316,795 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$1.31 per DSU, representing C$83,000 per director or C$415,000 in the aggregate. During the year ended December 31, 2020, in accordance with the DSU Plan, the Company granted each of the members of the Company’s Board of Directors (other than those directors nominated for election by Paulson & Co., Inc.) 90,217 DSUs for a total of 451,085 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$0.92 per DSU, representing C$83,000 per director or C$415,000 in the aggregate. The DSUs entitle the holders to receive common shares of the Company’s stock without the payment of any consideration. The DSUs vested immediately upon being granted, but the common shares of stock underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Company’s Board of Directors. DSUs outstanding are as follows: Year Ended Year Ended December 31, 2021 December 31, 2020 Weighted average Weighted average Number of grant-date fair Number of grant-date fair DSUs value (C$) DSUs value (C$) Balance, beginning of the year 1,834,481 $ 0.81 1,383,396 $ 0.77 Issued 316,795 $ 1.31 451,085 $ 0.92 Delivered — — — — Balance, end of the year 2,151,276 $ 0.88 1,834,481 $ 0.81 Share-based payments During the year ended December 31, 2021, the Company granted 240,000 stock options and 316,795 DSUs. Share-based payment compensation for the year ended December 31, 2021 total $535,117 ($167,267 related to stock options and $367,850 related to DSUs). Of the total expense for the year ended December 31, 2021, $380,878 was included in consulting fees, $143,957 was included in wages and benefits, and $10,282 was included in investor relations in the statement of operations and comprehensive loss. During the year ended December 31, 2020, the Company granted 255,000 stock options and 451,085 DSUs. Share-based payment compensation for the year ended December 31, 2020 totaled $385,531 ($90,914 related to stock options and $294,617 related to DSUs). Of the total expense for the year ended December 31, 2020, $304,205 was included in consulting fees, $74,870 was included in wages and benefits, and $6,456 was included in investor relations in the statement of operations and comprehensive loss. The following weighted average assumptions were used for the Black-Scholes option pricing model of the stock options: Year ended Year ended December 31, December 31, 2021 2020 Expected life of options 6 years 6 years Risk-free interest rate 0.99 % 0.40 % Expected volatility 81.22 % 80.92 % Dividend rate 0.00 % 0.00 % Exercise price (C$) $ 1.31 $ 0.92 The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares. |