8. Capital Stock | (a) Common Shares During the nine month period ended September 30, 2015, the Company completed a private placement in which 13,043,695 common shares were issued at a price of $0.92 per common share for gross proceeds of $12,000,199. In connection with the private placement, the Company paid cash commissions to a syndicate of underwriters of $840,014 and issued an aggregate of 456,529 non-transferable broker warrants. See Note 8(c). Each broker warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.92 at any time on or before May 21, 2017. The Company also recorded $72,800 in issuance costs associated with syndicate fees. Total other issuance costs associated with the private placement were $180,033. On June 16, 2015, the Company issued 3,723,008 common shares in conjunction with the acquisition of MFI (See Note 2) with a fair value of $5,000,000 based on the current stock price. Additionally, 12,280,659 common shares of the Company were issued upon the exercise of 12,280,659 common share purchase warrants, 2,062,844 common shares of the Company were issued upon the exercise of 2,062,844 broker compensation options, 607,997 common shares were issued upon the exercise of 607,997 underlying broker warrants issued during the period and 46,101 common shares were issued upon the exercise of various share options, at an average exercise price of $0.51 for gross proceeds of $11,133,188. Common Shares Number of Shares Amount Balance, December 31, 2014 94,476,238 $ 41,182,630 Warrants exercised 12,280,659 9,257,882 Warrants exercised - valuation - 3,650,306 Common shares issued in acquisition (Note 2) 3,723,008 5,000,000 Common shares issued in private placement 13,043,695 12,000,199 Share issuance costs - (1,298,785 ) Share options exercised 46,101 38,070 Broker compensation options exercised 2,062,844 1,304,169 Broker warrants exercised – underlying warrants 607,997 547,197 Fair value of broker warrants exercised - 761,039 Balance, September 30, 2015 126,240,542 $ 72,442,707 (b) Stock Based Compensation The Company’s stock-based compensation program (the "Plan") includes share options in which some options vest based on continuous service, while others vest based on performance conditions such as profitability and sales goals. For those equity awards that vest based on continuous service, compensation expense is recorded over the service period from the date of grant. For performance-based awards, compensation expense is recorded over the remaining service period when the Company determines that achievement is probable. During the three and nine month periods ended September 30, 2015, there were nil and 3,775,520 options, respectively, granted to officers, employees and consultants of the Company (2014 – 500,000 and 1,827,985, respectively). The exercise price of 2,925,520 of these options is $0.62, vesting quarterly one-eighth over two years on each of March 31, June 30, September 30 and December 31, in 2016 and 2017. Of these options 864,000 are time-based, while the remaining 2,911,520 are based upon achieving certain financial objectives. Since stock-based compensation is recognized only for those awards that are ultimately expected to vest, the Company has applied an estimated forfeiture rate (based on historical experience and projected employee turnover) to unvested awards for the purpose of calculating compensation expense. The grant date fair value of these options was estimated as $0.51 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.61%; and expected term of 5 years. During the nine month period ended September 30, 2015, 200,000 options were granted with an exercise price of $0.62 and will fully vest on January 4, 2016 (Note 13). The grant date fair value of these options was estimated as $0.43 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 121%; expected risk free interest rate of 0.87%; and expected term of 5 years. In addition, 600,000 options were granted based on achieving certain financial objectives, with an exercise price of $0.99 and will vest quarterly over three years on each of March 31, June 30, September 30 and December 31, in 2016, 2017 and 2018. The grant date fair value of these options was estimated as $0.75 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 1.07%; and expected term of 5 years. The remaining 50,000 options were granted with an exercise price of $0.62, with one quarter vesting over one year on each of April 29, July 29, October 29 in 2015 and January 29, 2016. The grant date fair value of these options was estimated as $0.52 using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 122%; expected risk free interest rate of 0.87%; and expected term of 5 years. For the three and nine month periods ended September 30, 2015, the Company recorded $214,299 and $1,244,987, respectively (2014 – $142,915 and $359,992, respectively) as additional paid in capital for options issued to directors, officers, employees and consultants based on continuous service. Included in this amount is ($53,446) and $550,858 for options issued to consultants for services for the three and nine month periods ended September 30, 2015, respectively (Note 13). This expense was recorded as selling, general and administrative expense on the condensed interim consolidated statements of operations, comprehensive loss and deficit. Due to termination of employment and non-achievement of performance-based awards, 172,085 options were removed from the number of options issued during the nine month period ended September 30, 2015 (year ended December 31, 2014 – 817,830). The activities in additional paid in-capital options are as follows: Amount Balance, December 31, 2014 $ 2,713,605 Expense recognized for options issued to employees 176,560 Expense recognized for options issued to consultants 171,759 Balance, March 31, 2015 3,061,924 Options exercised (6,840 ) Expense recognized for options issued to employees 224,207 Expense recognized for options issued to consultants 458,162 Balance, June 30, 2015 3,737,453 Options exercised (10,083 ) Expense recognized for options issued to employees 267,745 Expense (recovery) recognized for options issued to consultants (53,446 ) Balance, September 30, 2015 $ 3,941,669 The total number of options outstanding as at September 30, 2015 was 8,407,325 (December 31, 2014 – 4,834,991). (c) Warrants As at September 30, 2015, the following warrants were outstanding: Warrant Liability Expiration Date Number of Warrants Weighted Average Exercise Price Fair Value at September 30, 2015 Fair Value at December 31, 2014 May 11, 2017 750,000 US$0.43 ($0.58) $ 482,184 $ 227,090 February 27, 2015 - US$0.50 ($0.67) $ - $ 184,999 February 27, 2018 2,968,750 US$0.60 ($0.80) $ 1,880,810 $ 1,310,414 March 5, 2015 - US$0.50 ($0.67) $ - $ 56,691 March 5, 2018 843,750 US$0.60 ($0.80) $ 534,546 $ 372,123 March 11, 2015 - US$0.50 ($0.67) $ - $ 17,547 March 11, 2018 306,250 US$0.60 ($0.80) $ 194,841 $ 102,089 August 8, 2018 755,794 US$0.5954 ($0.7975) $ 612,418 $ 334,060 September 20, 2018 108,696 US$0.55 ($0.74) $ 75,705 $ 36,442 February 4, 2021 347,222 US$0.4320 ($0.5786) $ 328,804 $ 160,319 October 1, 2019 740,000 US$0.70 ($0.94) $ 535,224 $ 306,106 6,820,462 US$0.58 ($0.78) $ 4,644,532 $ 3,107,880 ASC 815 "Derivatives and Hedging" indicates that warrants with exercise prices denominated in a currency other than an entity’s functional currency should not be classified as equity. As a result, these warrants have been treated as derivatives and recorded as liabilities carried at their fair value, with period-to-period changes in the fair value recorded as a gain or loss in the condensed interim consolidated statements of operations, comprehensive income (loss) and deficit. The Company treated the compensation warrants as a liability upon their issuance. The warrant liability is classified as Level 3 within the fair value hierarchy (see Note 17(b)). As at September 30, 2015, the fair value of the aggregate warrant liability of $4,644,532 (December 31, 2014 - $3,107,880) was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0% (December 31, 2014 – 0%) expected volatility of 93% (December 31, 2014 – 88%) risk-free interest rate of 0.86% (December 31, 2014 – 1.22%) and expected term of 2.93 years (December 31, 2014 – 2.18 years). Warrants – Equity Expiration Date Number of Warrants Weighted Average Exercise Price Grant Date Fair Value at September 30, 2015 July 15, 2016 16,505,778 $ 0.90 $ 3,972,864 July 15, 2016 1,154,281 $ 0.70 $ 429,787 July 15, 2016 423,424 $ 0.90 $ 133,726 May 21, 2017 456,529 $ 0.92 $ 205,438 18,540,012 $ 0.89 $ 4,741,815 During the nine month period ended September 30, 2015, the Company issued 1,031,422 underlying warrants with an exercise price of $0.90, upon the exercise of 2,062,844 broker compensation options. The weighted average fair value of these warrants was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: expected dividend yield of 0%, expected volatility of 84%, risk-free interest rate of 0.47%, and expected term of 1.13 years. In connection with the private placement completed during the nine month period ended September 30, 2015, the Company issued 456,529 non-transferable broker warrants, each exercisable into a common share of the Company, at an exercise price of $0.92 exercisable at any time on or prior to May 21, 2017. The fair value of the broker warrants at the date of grant was $205,438 and was estimated using the Black-Scholes option pricing model, based on the following assumptions: expected dividend yield of 0%; expected volatility of 92%; risk free interest rate of 0.67%; and expected term of 2 years. |