CAPITAL STOCK [Text Block] | 8. CAPITAL STOCK (a) Common stock During the year ended December 31, 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 the EIS and participation of the Company’s 2014 compensation pool. These shares were issued under the 2015 Stock Option Stock Issuance Plan. • Closed the sale of 8,750,000 second tranche units (the “ Second Tranche Units MOU Investor Second Tranche Warrants • 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 $0.35 and $0.38 per common share. During the year ended December 31, 2014, the Company: • Issued 730,000 shares of Common Stock at a fair value of $306,600 to management, employees and consultants, under the Management Compensation Pool. Share certificates for 175,000 shares issued to staff in Chile have been distributed, while the remaining share certificates for 555,000 shares issued to consultants and directors and officers have been withheld from distribution. The Board of Directors of the Company elected to place these shares under a voluntary escrow until the Company completes its EIS. • Closed the sale of 5,000,000 Second Tranche Units in April 2014 with Million Cheer Investment Limited (“ MCIL Investor 5,000,000 Second Tranche Units was $0.40 per unit for gross proceeds of $2,000,000. 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 per share with an expiration date of December 31, 2017 (the “ Second Tranche Warrants • Closed an additional sale of 6,250,000 Second Tranche Units with an accredited investor in August 2014, pursuant to a MOU. The sale price for the 6,250,000 Second Tranche Units was $0.40 per unit for gross proceeds of $2,500,000. Each Second Tranche Unit consists of one share of Common Stock and one warrant to purchase 90% of one share of Common Stock at a $0.55 per share exercise price with an expiration date of December 31, 2017. The Company paid $175,000 in commissions. • Issued 70,000 shares of Common Stock to a former Chief Financial Officer with no cash consideration in November 2014. These shares were measured at a fair market value of $21,000 at the issuance date. (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 2010 Plan 2015 Plan Plans The Company originally also adopted a management compensation pool for the benefit of officers, directors and employees of the Company. The pool consists of 1% of the outstanding shares at the end of each year. The shares granted under the compensation pool program are issued under the 2015 Plan. In January 2015, the Company granted 300,000 (2014 - 1,075,000) stock options to an officer to purchase the Common Stock of the Company at an exercise price of $0.45 per share. The options were granted subject to and in accordance with the terms of the Company’s 2015 Plan. The options were fully vested and immediately exercisable with expiration dates of December 31, 2017. The fair value of the options granted during the year ended December 31, 2015 has been estimated at the date of grant or the date when it became measurable using the Black-Scholes option pricing model with the following weighted-average assumptions: (i) dividend yield 0.00%; (ii) expected volatility of 65.00%; (iii) risk-free interest rate of 0.87%; and (iv) expected life of three years. The fair market value was determined to be $30,371 and was charged against expenses for the year. The Company has assumed no forfeiture rate. The weighted average grant date fair value of options is $0.10. The following table represents service-based stock option activity during the years ended December 31, 2015 and 2014: December 31, 2015 December 31, 2014 Weighted Weighted Average Average Number of Exercise Number of Exercise Shares Price Shares Price Outstanding - beginning of year 1,225,000 $ 0.55 150,000 $ 1.30 Granted 300,000 $ 0.45 1,075,000 $ 0.45 Expired /Cancelled (150,000 ) $ - - $ - Outstanding and exercisable – end of year 1,375,000 $ 0.45 1,225,000 $ 0.55 As at December 31, 2015 and 2014, the following stock options were outstanding and exercisable: Exercise December 31, December 31, Expiry Date Price 2015 2014 October 2, 2017 $ 0.45 375,000 375,000 December 31, 2017 $ 0.45 1,000,000 700,000 October 1, 2017 $ 1.30 - 150,000 1,375,000 1,225,000 The shares under option at December 31, 2015, were in the following exercise price ranges: Weighted Average Weighted Average Number of Shares Aggregate Intrinsic Remaining Contractual Exercise Price under Option Value Life in Years $0.45 1,375,000 $ - 1.94 The shares under option at December 31, 2014 were in the following exercise price ranges: Weighted Average Weighted Average Number of Shares Aggregate Intrinsic Remaining Contractual Exercise Price under Option Value Life in Years $0.45 - $1.30 1,225,000 $ - 2.6 (c) Stock-based compensation During the year ended December 31, 2015, the following stock-based compensation was recognized: (i) 1,159,050 shares of Common Stock issued out of the Company’s 2014 compensation pool to directors, officers, and employees based on 2014 performance (Note 8 (a)); the cost was measured at $354,849 using market price of $0.37 per common share at the issuance date. (ii) 300,000 stock options granted in March 2015 to an officer (Note 8 (b)); the cost was estimated to be $30,371 using the Black-Scholes option pricing model. (iii) 300,000 shares of Common Stock were issued to a marketing and consulting service provider in exchange for services (Note 8 (a)); expense of $111,000 was recognized using market price $0.35 and $0.38 per common share at the issuance dates. (iv) Amortization of 700,000 Common Stock shares issuable upon the market performance of the Company’s stock. $75,222 was recognized at $0.36 per common share at the contract date. The remaining unamortized balance of $129,008 (2014 - $204,232) will be amortized through July 2019. (v) $15,000 was recognized for common shares issuable for consulting service received at contract rate. During the year ended December 31, 2014, $136,680 (2013 - $164,912) was recognized as stock-based compensation for the 2,000,000 management warrants issued to directors and officers (Note 8(d)). Effective October 29, 2014, these warrants were modified. As a result of the modification, $168,907 (2013 - $nil) representing the unamortized portion of the grant date fair value of the original warrants along with $71,001 (2013 - $nil) representing the incremental fair value of the replacement warrants was recognized as stock-based compensation. The incremental fair value of the replacement warrants were measured using the Black-Scholes option pricing model with the following weighted average assumptions: exercise price of $0.65, risk-free interest rate of 0.93%, expected life of 3 years, an expected volatility factor of 64%, a dividend yield of 0.00% . The replacement warrants are fully vested as a result of the modification. During the year ended December 31, 2014, the Company included bonus shares issuable as a result of achieving certain performance and market conditions (Note 11.) As a result, $47,768 was recognized as stock-based compensation measured at $0.36 per common share as at the contract dates. Total stock-based compensation recognized for shares issued and options and warrants granted for services was as follows: December 31, December 31, December 31, 2015 2014 2013 Management fees $ 142,594 $ 630,248 $ 164,912 Consulting fees – directors and officers 191,753 155,400 - Consulting fees 225,086 96,600 - Professional fees 27,010 21,000 - Office - 12,600 - $ 586,443 $ 915,848 $ 164,912 (d) Warrants During the year ended December 31, 2015, the Company issued warrants to purchase 13,875,000 shares of Common Stock including bonus warrants issued to an investor to purchase 6,000,000 shares of Common Stock, as part of a private placement offering (Note 8 (a)). Each whole warrant is exercisable at $0.55 per share until December 31, 2017. These warrants were extended to expire on December 31, 2018 and exercise price was re-priced at $0.35 per share on a resolution of the Board of Directors. In December 2015, the Board of Directors amended all outstanding warrants (except those held by a current and a former member of management) to extend the expiration date and re-priced the exercise price. Warrants to purchase 5,048,299 shares Common Stock were extended to April 30, 2016 from expiration date of December 31, 2015 and the exercise price was re-priced from $0.65 to $0.30. Warrants to purchase 5,714,286 shares of Common Stock were extended to December 31, 2017 from expiration date of December 31, 2016 and exercise price was re-priced from $0.45 to $0.30. Warrants to purchase 10,125,000 shares of Common Stock were extended to December 31, 2018 from expiration date of December 31, 2017 and exercise price was re-priced from $0.55 to $0.35. During the year ended December 31, 2010, the Company issued 2,000,000 warrants to two officers and directors of the Company as compensation, as approved by the Board of Directors in January 2010. These warrants are exercisable at $1.50 per share expiring December 31, 2015. Effective October 29, 2014, the Company amended these warrants with term changes as follows: (i) The original 2,000,000 warrants were cancelled and replaced by the issuance of 600,000 new warrants; (ii) The expiration date of these warrants was extended to December 31, 2017; and (iii) The exercise price was reset to $0.65 per share. These amended warrants were fully vested. . In April and August 2014, the Company issued investors warrants to purchase 4,500,000 and 5,625,000 shares of Common Stock, respectively, as part of a private placement offering (Note 8(a)). Each whole warrant is exercisable at $0.55 until December 31, 2017. These warrants were extended to expire on December 31, 2018 and the exercise price was re-priced at $0.35 per share on a resolution of the Board of Directors. Details of stock purchase warrant activity for the year ended December 31, 2015 and 2014 are as follows: December 31, 2015 December 31, 2014 Weighted Weighted Average Average Number Exercise Number Exercise of Warrants Price of Warrants Price Outstanding - beginning of year 21,487,585 $ 0.55 12,762,585 $ 0.69 Issued 13,875,000 0.35 10,725,000 0.55 Expired - - - - Cancelled (2,000,000 ) (1.50 ) Outstanding - end of year 35,362,585 $ 0.34 21,487,585 $ 0.55 As at December 31, 2015 and 2014, the following share purchase warrants were outstanding: December 31, December 31, Expiry Date Exercise Price 2015 2014 April 30, 2016 $ 0.30 1,770,328 1,770,328 April 30, 2016 $ 0.30 910,534 910,534 April 30, 2016 $ 0.30 2,367,437 2,367,437 December 31, 2017 $ 0.30 5,714,286 5,714,286 December 31, 2017 $ 0.65 600,000 600,000 December 31, 2018 $ 0.35 4,500,000 4,500,000 December 31, 2018 $ 0.35 5,625,000 5,625,000 December 31, 2018 $ 0.35 13,875,000 - 35,362,585 21,487,585 |