Share Capital | 9 Months Ended |
Sep. 30, 2013 |
Share Capital | ' |
Share Capital | ' |
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5 Share Capital |
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a. Authorized and Outstanding |
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Common Shares |
NiMin was authorized to issue an unlimited number of Common Shares. As of September 30, 2013, and December 31, 2012, 69,834,396 Common Shares were issued and outstanding. |
Preferred Shares |
NiMin was also authorized to issue an unlimited number of Preferred Shares issuable in series. As of September 30, 2013, and December 31, 2012, no Preferred Shares have been issued. |
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b. Stock Option Plan |
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The Company established a stock option plan as approved by the shareholders whereby options to purchase Common Shares may be granted to the Company’s directors, officers, employees and consultants. The exercise prices of stock options were denominated in Canadian dollars. The number of Common Shares issuable under the Company’s stock option plan cannot exceed 15% of the issued and outstanding common shares of the Company. The exercise price of each option equals the market price of the Company’s stock on the date of grant and the option has a maximum life of ten years. The vesting period is determined by the Board of Directors at the time of grant. Options issued by the Company generally vest one-third on the first, second, and third anniversary of the date of grant. Following the approval of the Winding Up of the Company, all outstanding |
unvested options became automatically vested and the Company recognized the remaining grant date fair value of approximately $1.7 million in the period ended June 30, 2012. |
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Pursuant to Section 3.5 of the Company’s stock option plan, the Company completed the sale of all or substantially all of the Company’s assets and, as such, terminated all unexercised options under the plan in July 2012. |
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The following table sets forth a reconciliation of the stock option activity for the period ended September 30, 2013, and December 31, 2012: |
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| Number of shares | Weighted Average Exercise Price (CDN$) | |
Stock options outstanding at December 31, 2011 (i) | 9,220,001 | 1.24 | |
Options exercised | - | - | |
Options forfeited (i) | (60,000) | 1.61 | |
Options repurchased (i) | (600,000) | 1 | |
Options cancelled | (8,560,001) | 1.29 | |
Stock options outstanding at December 31, 2012 | - | - | |
Options exercised | - | - | |
Options forfeited | - | - | |
Options repurchased | - | - | |
Options cancelled | - | - | |
Stock options outstanding at September 30, 2013 | - | - | |
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(i) The 2.70 million stock options relating to former employees were modified upon transition to a consulting role in 2012 to allow for continued vesting. The resulting |
$104,483 was recognized as incremental stock-based compensation expense during the nine months ended September 30, 2012. As the related options were denominated in Canadian dollars, which is not the functional currency of the Company (which is the U.S. dollar), the vested options were recorded at their fair value at the end of each period and the change in fair value was recognized in earnings. |
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Total compensation expense was amortized over the vesting period of the options. Compensation expense of $2.29 million has been recognized during the six months ended June 30, 2012. |
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As of June 30, 2012, there was no unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Company’s option plan. |
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| Number of Unvested Options | Weighted- Average Grant- Date Fair Value per Option (CDN$) | |
Balance December 31, 2011 | 4,083,343 | 0.99 | |
Vested | (4,023,343) | 0.99 | |
Granted | - | - | |
Forfeited | (60,000) | 0.94 | |
Balance September 30, 2012 | - | - | |
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When stock options were exercised, the Company issued Common Shares from the pool of authorized shares. |
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c. Warrants |
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Each warrant was exercisable by the holder thereof to acquire one Common Share at any time before the expiration date, after which time the warrants expire and become null and void. |
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Each whole warrant issued in connection with the private placement was exercisable for a period of 36 months from September 1, 2011, at an exercise price of $1.60. The warrants were subject to a hold period of four months plus one day from the date of issue. |
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As a result of the approval of the Winding Up of the Company in June 2012, an aggregate of 2,188,970 unexercised warrants were terminated in July 2012. |
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The following table sets forth a reconciliation of the warrant activity for the periods ended September 30, 2013, and December 31, 2012: |
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| Number of Warrants | Equity Component Amount | Weighted Average Exercise Price (CDN$) |
Warrants outstanding at December 31, 2011 | 2,285,900 | 844,488 | 1.79 |
Warrants exercised | - | - | - |
Warrants expired | - | - | - |
Warrants cancelled | (2,188,970) | (844,488) | 1.79 |
Warrants outstanding at December 31, 2012 | 96,930 | - | 1.72 |
Warrants exercised | - | - | - |
Warrants expired | - | - | - |
Warrants cancelled | - | - | - |
Warrants outstanding at September 30, 2013 | 96,930 | - | 1.72 |
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During third quarter of 2012, pursuant to the Winding Up of the Company, the Company values the warrants based on the expected cash distribution to shareholders as this represents management’s best estimate on the valuation of the underlying equity instruments as of June 30, 2012, and going forward. As the warrants have an exercise price greater than the expected cash distribution to shareholders, the value of the warrants were determined to approximate zero. |
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The following table summarizes NiMin’s warrants exercisable at September 30, 2013: |
Expiration Date | Number of Warrants | Exercise Price per share(CDN$) | |
10-Mar-16 | 96,930 | 1.72 | |
| 96,930 | 1.72 | |
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a. Per Share Amounts |
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Basic earnings (loss) per share were computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share were calculated using the treasury stock method to determine the dilutive |
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effect of the stock options. The treasury stock method assumes that the proceeds received from the exercise of “in the money” stock options and warrants were used to repurchase commons shares at the average market price during the period. The weighted average number of shares assumed to be outstanding was as follows: |
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| | Six months ended June 30, | |
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Net income | $ | 28,858,180 | |
Basic and diluted shares outstanding (i) | | 69,834,396 | |
Income per basic and diluted share | $ | 0.41 | |
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For the six months ended June 30, 2012, 10.8 million stock options and warrants were excluded from the diluted loss per share calculation because their effect was anti-dilutive as a result of the options and warrants being out of the money |