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 March 31, 2024 issued outstanding Share issuances During the three months ended March 31, 2024, the Company issued 3,807,911 common shares pursuant to a $2.5 million non-brokered private placement at a price of $0.664 per common share to existing major shareholders of the Company. Stock options The Company adopted an incentive stock option plan in 2006, as amended September 19, 2012, and reapproved by the Company’s shareholders on May 28, 2015, May 30, 2018, and May 25, 2021 (the “Stock Option Plan”). The essential elements of the Stock Option Plan provide that the aggregate number of common shares of the Company that may be issued pursuant to options granted under the Stock Option Plan and any other share-based compensation arrangements may not exceed 10% of the number of issued shares of the Company at the time of the granting of options. Options granted under the Stock Option Plan will have a maximum term of ten years. The exercise price of options granted under the Stock Option Plan shall be fixed in compliance with the applicable provisions of the Toronto Stock Exchange (“TSX”) Company Manual in force at the time of grant and, in any event, shall not be less than the closing price of the Company’s common shares on the TSX on the trading day immediately preceding the day on which the option is granted, or such other price as may be agreed to by the Company and accepted by the TSX. Options granted under the Stock Option Plan vest immediately, unless otherwise determined by the Board at the date of grant. A summary of the options outstanding under the Stock Option Plan as of March 31, 2024 and December 31, 2023 is presented below: Three Months Ended Year Ended March 31, 2024 December 31, 2023 Weighted Weighted Average Aggregate Average Aggregate Number of Exercise Price Intrinsic Value Number of Exercise Price Intrinsic Value Options (C$) (C$) Options (C$) (C$) Balance, beginning of the period 1,787,049 $ 0.92 2,287,049 $ 0.95 Granted — — 240,000 0.63 Exercised — — — — Expired (374,817) 0.61 (740,000) 0.91 Balance, end of the period 1,412,232 $ 1.00 $ 74,162 1,787,049 $ 0.92 $ 93,571 The weighted average remaining life of options outstanding at March 31, 2024 Further details regarding stock options outstanding as at March 31, 2024 and December 31, 2023 are presented below: March 31, 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 $ 0.92 240,000 160,000 $ 0.92 240,000 160,000 May 23, 2029 $ 0.63 240,000 80,000 $ 0.63 240,000 80,000 1,412,232 1,172,232 1,787,049 1,547,049 A summary of the non-vested options as of March 31, 2024 and changes during the three months ended March 31, 2024 is as follows: Weighted average Number of grant-date fair value Non-vested options: options (C$) Outstanding at December 31, 2023 240,000 $ 0.73 Outstanding at March 31, 2024 240,000 $ 0.73 At March 31, 2024 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 and May 25, 2021. 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). There were no DSU grants during the three months ended March 31, 2024. During the year ended December 31, 2023, in accordance with the DSU Plan, the Company granted each of the members of the Board as of May 23, 2023 (other than those directors nominated for election by Paulson & Co. Inc.) 131,746 DSUs for a total of 526,984 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$0.63 per DSU, representing C$83,000 per director or C$332,000 in the aggregate. On July 12, 2023, in accordance with the DSU Plan, the Company granted a new member of the Board 145,614 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$0.57 per DSU, representing C$83,000. Each DSU entitles the holder to receive one common share in the capital of the Company without the payment of any consideration. The DSUs vest immediately upon grant, but the common shares underlying the DSUs are not deliverable to the grantee until the grantee is no longer serving on the Board. DSUs outstanding as at March 31, 2024 and December 31, 2023 are as follows: Three Months Ended Year Ended March 31, 2024 December 31, 2023 Weighted Average Weighted Number of Exercise Price Number of Average Exercise Units (C$) Units Price (C$) Balance, beginning of the period 2,702,612 $ 0.83 2,602,361 $ 0.89 Issued — — 672,598 $ 0.62 Delivered — — (572,347) $ 0.87 Balance, end of the period 2,702,612 $ 0.83 2,702,612 $ 0.83 Share-based payments During the three months ended March 31, 2024, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended March 31, 2024 totaled $13,810 related to stock options. Of the total expense for the period ended March 31, 2024, $863 was included in consulting fees, $863 was included in investor relations, and $12,084 was included in wages and benefits in the statement of operations and comprehensive loss. During the three months ended March 31, 2023, there were no stock options granted under the Stock Option Plan and no DSUs granted for common shares of the Company under the DSU Plan. Share-based payment compensation for the three months ended March 31, 2023 totaled$20,268 related to stock options. Of the total expense for the period ended March 31, 2023, $1,267 was included in consulting fees, $1,267 was included in investor relations, and $17,734 was included in wages and benefits in the statement of operations and comprehensive loss. |