SHARE CAPITAL | 9 Months Ended |
Jan. 31, 2015 |
Equity [Abstract] | |
SHARE CAPITAL | | 7 | SHARE CAPITAL: | | |
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Common shares |
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| a) | Authorized: | | |
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Unlimited number of common shares, without par value. |
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The holders of common shares are entitled to receive dividends which are declared from time to time, and are entitled to one vote per share at meetings of the Company. All shares are ranked equally with regards to the Company’s residual assets. |
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| b) | Stock transactions: | | |
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During the nine months ended January 31, 2015, the Company completed the following stock transactions: |
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| i) | On May 7, 2014, the Company issued 100,000 common shares on the exercise of stock options with an exercise price of CDN$0.10 per common share resulting in gross proceeds of CDN$10,000 ($9,185). | | |
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| ii) | On July 31, 2014, the Company issued 412,193 common shares with a fair value of $96,000 including 313,350 shares having a fair value of $79,223 for which the Company had committed to issue at April 30, 2014. The common shares were issued as a debt discount pursuant to the Promissory Notes. | | |
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| iii) | On August 12, 2014, the Company issued 741,233 common shares with a fair value of $152,701 as settlement of accrued interest payable on Promissory Notes (Note 4). | | |
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| iv) | On December 17, 2014, the Company issued 1,622,029 common shares with a fair value of $313,571 as settled of accrued interest payable on Promissory Notes (Note 4). | | |
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| v) | On January 13, 2015, the Company issued 360,567 common shares with a fair value of $72,000. The common shares were issued as a debt discount pursuant to the Promissory Notes (Note 4). | | |
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| c) | Stock options: | | |
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The Company has granted stock options under the terms of its Stock Option Plan (the “Plan”). The Plan provides that the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors of the Company may determine are within the limitations set forth in the Plan. The maximum number of shares available under the Plan is limited to 10% of the issued common shares. The maximum term of stock options is ten years. All stock options vest on the date of grant, unless otherwise stated. As at January 31, 2015, the Company had 2,690,573 stock options available for grant pursuant to the Plan (April 30, 2014 - 3,441,971). |
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The Company’s stock options outstanding as at January 31, 2015 and April 30, 2014 and the changes for the periods then ended are as follows: |
| | Number Outstanding | | Weighted Average Exercise Price |
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Balance outstanding at April 30, 2014 | | 4,160,000 | CDN$ | 0.26 |
Granted | | 2,425,000 | CDN$ | 0.25 |
Exercised | | -100,000 | CDN$ | 0.1 |
Expired | | -1,150,000 | CDN$ | 0.4 |
Forfeited | | -100,000 | CDN$ | 0.25 |
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Balance outstanding at January 31, 2015 | | 5,235,000 | CDN$ | 0.22 |
Balance exercisable at January 31, 2015 | | 4,475,000 | CDN$ | 0.23 |
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Summary of stock options outstanding at January 31, 2015: |
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Security | Number Outstanding | Exercise Price | Expiry Date | Remaining Contractual Life (years) |
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Stock options | 100,000 | CDN$ 0.40 | (1)February 15, 2015 | 0.04 |
Stock options | 500,000 | CDN$ 0.40 | 1-Dec-15 | 0.83 |
Stock options | 1,300,000 | CDN$ 0.10 | 30-Jul-18 | 3.5 |
Stock options | 260,000 | CDN$ 0.15 | 30-Jul-18 | 3.5 |
Stock options | 300,000 | CDN$ 0.25 | 30-Jul-18 | 3.5 |
Stock options | 200,000 | CDN$ 0.25 | 19-Nov-18 | 3.8 |
Stock options | 150,000 | CDN$ 0.25 | 8-Jan-19 | 3.94 |
Stock options | 300,000 | CDN$ 0.25 | 23-May-19 | 4.31 |
Stock options | 150,000 | CDN$ 0.25 | 16-Dec-17 | 2.88 |
Stock options | 1,975,000 | CDN$ 0.25 | 19-Jan-20 | 5 |
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Notes: |
| -1 | Subsequent to January 31, 2015, these stock options expired unexercised. | | |
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The stock options vest on the date of grant, based on the completion of certain performance milestones or based on the passage of time. |
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The weighted average grant date fair value of stock options granted during the nine months ended January 31, 2015 of CDN$0.13 was estimated using the Black-Scholes option pricing model with the following assumptions: stock price – CDN$0.22; exercise price – CDN$0.25; expected risk-free interest rate – 2.0%; expected life – 4.9 years; expected volatility – 94% and expected dividend rate – 0%. Expected volatility was determined by reference to the historical volatility of the Company’s common shares trading on the TSX Venture Exchange. |
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Non-Employee Stock Options |
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In accordance with the guidance of ASC 815-40-15, stock options awarded to non-employees that are fully vested and exercisable in Canadian dollars are required to be accounted for as derivative liabilities because they are considered not to be indexed to the Company’s stock due to their exercise price being denominated in a currency other than the Company’s functional currency. Stock options awarded to non-employees that are not vested are accounted for as equity awards until the terms associated with their vesting requirements have been met. As at January 31, 2015, there are 150,000 non-employee stock option awards that have not vested (April 30, 2014 – nil). |
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The non-employee stock options are accounted for at their respective fair values and are summarized as follows for the nine months ended January 31, 2015 and 2014: |
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| 2015 | 2014 | | |
$ | $ | | |
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Fair value of non-employee options, beginning of the period | 68,859 | 1,607 | | |
Fair value of non-employee options, at issuance | 70,000 | 30,272 | | |
Change in fair value of non-employee stock options during the period | -43,944 | 78,881 | | |
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Fair value of non-employee options, end of the period | 94,915 | 110,760 | | |
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The Company determined the fair value of its non-employee stock options as at January 31, 2015 and 2014 using the Black Scholes option pricing model with the following weighted average assumptions: |
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| 2015 | 2014 | | |
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Stock price (CDN$) | 0.2 | 0.23 | | |
Exercise price (CDN$) | 0.2 | 0.28 | | |
Risk-free interest rate (%) | 1.55 | 1.13 | | |
Expected life (years) | 3.63 | 2.42 | | |
Expected volatility (%) | 97 | 122 | | |
Expected dividends ($) | Nil | Nil | | |
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The non-employee options are required to be re-valued with the change in fair value of the liability recorded as a gain or loss on the change of fair value of derivative liability and included in other items in the Company’s Consolidated Statements of Loss at the end of each reporting period. The fair value of the options will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as a liability. |
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As at January 31, 2015, the unamortized compensation cost of options is $57,239 and the intrinsic value of options expected to vest is $98,338 (CDN$125,000). |
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Share-based payments are classified in the Company’s Statement of Loss as follows for the nine months ended January 31, 2015 and 2014: |
| Three months ended, | Nine months ended, |
| 2015 | 2014 | 2015 | 2014 |
$ | $ | $ | $ |
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Management and consulting fees | 231,569 | 58,427 | 294,186 | 155,847 |
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| 231,569 | 58,427 | 294,186 | 155,847 |
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| d) | Share purchase warrants: | | |
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A summary of fully-exercisable share purchase warrants as at January 31, 2015 and April 30, 2014 and the changes for the periods then ended are as follows: |
| Number | | Weighted Average | |
Outstanding | Exercise Price | |
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Balance at April 30, 2014 | 23,402,612 | CDN$ | 0.38 | |
Issued | 555,366 | CDN$ | 0.24 | |
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Balance at January 31, 2015 | 23,957,978 | CDN$ | 0.38 | |
Summary of warrants outstanding at January 31, 2015: |
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Security | Number Outstanding | Exercise Price | Expiry Date | |
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Warrants | 1,550,000 | CDN$ 0.40 | 31-Jan-16 | |
Warrants | 200,000 | CDN$ 0.25 | 31-Jan-16 | |
Warrants | 20,000,000 | CDN$ 0.40 | 29-Apr-16 | |
Warrants | 667,520 | CDN$ 0.14 | December 1, 2016(1) | |
Warrants | 122,142 | CDN$ 0.14266 | December 1, 2016(1) | |
Warrants | 104,119 | CDN$ 0.165 | December 1, 2016(1) | |
Warrants | 76,723 | CDN$ 0.17 | December 1, 2016(1) | |
Warrants | 87,818 | CDN$ 0.17223 | December 1, 2016(1) | |
Warrants | 111,762 | CDN$ 0.185 | December 1, 2016(1) | |
Warrants | 132,208 | CDN$ 0.217 | December 1, 2016(1) | |
Warrants | 62,002 | CDN$ 0.222 | December 1, 2016(1) | |
Warrants | 58,181 | CDN$ 0.225 | December 1, 2016(1) | |
Warrants | 165,326 | CDN$ 0.23 | December 1, 2016(1) | |
Warrants | 51,202 | CDN$ 0.25 | December 1, 2016(1) | |
Warrants | 92,357 | CDN$ 0.276 | December 1, 2016(1) | |
Warrants | 200,091 | CDN$ 0.28 | December 1, 2016(1) | |
Warrants | 45,439 | CDN$ 0.29 | December 1, 2016(1) | |
Warrants | 96,261 | CDN$ 0.292 | December 1, 2016(1) | |
Warrants | 52,459 | CDN$ 0.305 | December 1, 2016(1) | |
Warrants | 45,165 | CDN$ 0.23 | December 1, 2018(1) | |
Warrants | 37,203 | CDN$ 0.245 | December 1, 2018(1) | |
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Notes: |
| -1 | The warrants are exercisable until the earlier of the date disclosed or the date that the promissory note or second promissory note advance, including interest, is repaid (Notes 4 and 5). | | |