CAPITAL STOCK [Text Block] | 6. CAPITAL STOCK (a) Common stock During the six months ended June 30, 2015, the Company closed the sale of 8,375,000 second tranche units (the “Second Tranche Units”). The sale of the units was pursuant to a Binding Memorandum of Understanding (the “MOU”) the Company entered into with Grand Agriculture Investment Limited (the “Investor”) dated December 3, 2013, amended September 11, 2014, whereby the Investor agreed to purchase a total of 20,000,000 Second Tranche Units. The sale price for the 8,375,000 Second Tranche Units was $0.40 per unit for gross proceeds of $3,350,000. Each Second Tranche Unit consists of one share of common stock and 90% of one warrant to purchase one share of common stock at $0.55 exercisable immediately upon issuance through December 31, 2017 (the “Second Tranche Warrants”). The Company is required to pay $234,500 in finder’s commissions, of which $14,000 is included in accounts payable and accrued liabilities. In March and June 2015, the Company issued 300,000 shares of common stock to a marketing and consulting service provider as non-cash compensation in exchange for services. Those shares were measured at a fair value of $0.45 per common share. (b) Stock options The Company has a stock option plan, adopted in 2005, and a stock option/stock issuance plan, adopted in 2010, which has been replaced by a stock incentive plan adopted in June 2015 (individually, the “2005 Plan” and the “2015 Plan”, respectively, and, collectively, the “Plans”). Under the Plans, the Company is authorized to grant options to executive officers and directors, employees and consultants of the Company. The 2005 Plan was originally authorized to grant 3,140,000 shares; and the 2015 Plan was originally authorized to issue 4,901,740 shares, which amount is increased at the end of each year to represent 10% of the total outstanding shares at year-end, up to a maximum of 3,800,000. The terms of any stock options granted under the 2005 Plan may not exceed five years and the exercise price of any stock option granted may not be discounted below the maximum discount permitted under the policies of the Toronto Stock Exchange. The terms of any stock options granted under the 2015 Plan may not exceed ten years and the exercise price of any stock option plan is fixed by the plan administrator. The Company originally also adopted a management compensation pool for the benefit of officers, directors and employees of the Company. The pool will consist of 1% of the outstanding shares at the end of each year. The compensation pool program is incorporated into the 2015 Plan. The following table represents service-based stock option activity during the six months ended June 30, 2015 and the year ended December 31, 2014: June 30, 2015 December 31, 2014 Weighted Weighted Average Average Number of Exercise Number of Exercise Shares Price Shares Price Outstanding - beginning of period 1,225,000 $ 0.55 150,000 $ 1.30 Granted 300,000 0.45 1,075,000 0.45 Expired (150,000 ) 1.30 - - Outstanding – end of period 1,375,000 $ 0.45 1,225,000 $ 0.55 Exercisable – end of period 1,375,000 $ 0.45 1,225,000 $ 0.55 As at June 30, 2015 and December 31, 2014, the following stock options were outstanding: Exercise June 30, December 31, Expiry Date Price 2015 2014 February 15, 2015 $ 1.30 - 150,000 October 2, 2017 $ 0.45 375,000 375,000 December 31, 2017 $ 0.45 1,000,000 700,000 1,375,000 1,225,000 The shares under option at June 30, 2015 had an intrinsic value of $nil (December 31, 2014 - $nil) and a weighted average remaining contractual life of 2.44 (December 31, 2014 - 3) years. (c) Stock-based compensation In May 2015, the Company issued 859,050 shares of common stock out of the Company’s 2014 compensation pool to directors, officers, and employees based on 2014 performance. In addition, the Company issued 300,000 shares of common stock to a former executive director for the completion of an Environmental Impact Statement(“EIS”) and participation of the Company’s 2014 compensation pool. The stock-based compensation includes stock options granted in March 2015 and amortization of common stock shares issuable upon the market performance of the Company’s stock. The remaining unamortized balance of $166,929 (December 31, 2014 - $204,232) will be amortized through December 2015 and July 2019. (d) Warrants During the six months ended June 30, 2015, the Company issued warrants to purchase 7,537,500 shares of common stock, as part of a private placement offering (Note 6 (a)). Each whole warrant is exercisable at $0.55 per share until December 31, 2017. Details of stock purchase warrant activity for the period ended June 30, 2015 and the year ended December 31, 2014 are as follows: June 30, 2015 December 31, 2014 Weighted Weighted Average Average Number Exercise Number Exercise of Warrants Price of Warrants Price Outstanding - beginning of period 21,487,585 $ 0.55 12,762,585 $ 0.69 Issued 7,537,500 0.55 10,725,000 0.55 Cancelled - - (2,000,000 ) (1.50 ) Outstanding - end of period 29,025,085 $ 0.55 21,487,585 $ 0.55 As at June 30, 2015 and December 31, 2014, the following warrants were outstanding: June 30, December 31, Expiry Date Exercise Price 2015 2014 December 31, 2015 $ 0.65 1,770,328 1,770,328 December 31, 2015 $ 0.65 910,534 910,534 December 31, 2015 $ 0.65 2,367,437 2,367,437 December 31, 2016 $ 0.45 5,714,286 5,714,286 December 31, 2017 $ 0.65 600,000 600,000 December 31, 2017 $ 0.55 4,500,000 4,500,000 December 31, 2017 $ 0.55 5,625,000 5,625,000 December 31, 2017 $ 0.55 7,537,500 - 29,025,085 21,487,585 |