SHARE CAPITAL | 8. SHARE CAPITAL: Common shares a) Authorized: Unlimited number of common shares, without par value. 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. b) Stock transactions: During the six months ended October 31, 2015, the Company completed the following stock transactions: i) On July 10, 2015, the Company issued 1,085,297 common shares with a fair value of $228,775 including 693,573 shares having a fair value of $136,735 which the Company had committed to issue at April 30, 2015. The common shares were issued as debt discounts pursuant to the Promissory Notes and the Second Promissory Notes (Notes 5 and 6). ii) On July 14, 2015, the Company issued 2,267,685 common shares with a fair value of $427,177 as settlement of accrued interest payable on Promissory Notes and Second Promissory Notes (Notes 5 and 6). c) Stock options: The Company has granted stock options under the terms of its Stock Option Plan (the “Plan”). The Plan provides that the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors of the Company may determine are within the limitations set forth in the Plan. The maximum number of shares available under the Plan is limited to 10% of the issued common shares. The maximum term of stock options is ten years. All stock options vest on the date of grant, unless otherwise stated. As at October 31, 2015, the Company had 2,925,871 stock options available for grant pursuant to the Plan (April 30, 2015 - 2,790,573). The Company’s stock options outstanding as at October 31, 2015 and April 30, 2015 and the changes for the periods then ended are as follows: Number Outstanding Weighted Average Exercise Price Balance outstanding at April 30 , 2015 5,135,000 CAD$ 0.22 Granted 200,000 CAD$ 0.25 Balance outstanding at October 31, 2015 5,335,000 CAD$ 0.22 Balance exercisable at October 31, 2015 4,687,500 CAD$ 0.23 Summary of stock options outstanding at October 31, 2015: Security Number Outstanding Exercise Price Expiry Date Remaining Contractual Life (years) Stock options (1) CAD$ 0.40 December 1, 2015 0.08 Stock options 1,300,000 CAD$ 0.10 July 30, 2018 2,75 Stock options 260,000 CAD$ 0.15 July 30, 2018 2.75 Stock options 300,000 CAD$ 0.25 July 30, 2018 2.75 Stock options 200,000 CAD$ 0.25 November 19, 2018 3.05 Stock options 150,000 CAD$ 0.25 January 8, 2019 3.19 Stock options 300,000 CAD$ 0.25 May 23, 2019 3.56 Stock options 150,000 CAD$ 0.25 December 16, 2017 2.13 Stock options 1,975,000 CAD$ 0.25 January 19, 2020 4.25 Stock options 200,000 CAD$ 0.25 August 4, 2020 4.76 (1) Subsequent to October 31, 2015, these options expired unexercised. Non-Employee Stock Options 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 October 31, 2015, there are 25,000 non-employee stock option awards that have not vested (April 30, 2015 – 112,500). The non-employee stock options are accounted for at their respective fair values and are summarized as follows for the six months ended October 31, 2015 and 2014: 2015 $ 2014 $ Fair value of non-employee options, beginning of the period 116,615 68,859 Fair value of non-employee options, at vesting 40,178 51,809 Change in fair value of non-employee stock options during the period 5,749 (28,247) Fair value of non-employee options, end of the period 162,542 92,421 The Company determined the fair value of its non-employee stock options as at October 31, 2015 and April 30, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: October 31, 2015 April 30, 2015 Stock price (CAD$) 0.28 0.25 Exercise price (CAD$) 0.21 0.19 Risk-free interest rate (%) 1.18 1.23 Expected life (years) 3.50 3.82 Expected volatility (%) 101 101 Expected dividends ($) Nil Nil 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. As at October 31, 2015, the unamortized compensation cost of options is $45,494 and the intrinsic value of options expected to vest is $172,080 (CAD$225,000). Share-based payments are classified in the Company’s Statement of Loss during the six months ended October 31, 2015 and 2014 as follows: 2015 $ 2014 $ Management and consulting fees 35,653 62,617 35,653 62,617 d) Share purchase warrants: A summary of fully-exercisable share purchase warrants as at October 31, 2015 and April 30, 2015 and the changes for the periods then ended are as follows: Number Outstanding Weighted Average Exercise Price Balance at April 30, 2015 24,555,595 CAD $ 0.37 Issued 1,042,754 CAD$ 0.25 Balance at October 31, 2015 25,598,349 CAD $ 0.37 Summary of warrants outstanding and issuable at October 31, 2015: Security Number Outstanding Exercise Price Expiry Date Warrants 1,550,000 CAD$ 0.40 January 31, 2017 Warrants 200,000 CAD$ 0.25 January 31, 2016 Warrants 20,000,000 CAD$ 0.40 April 29, 2016 Warrants 667,520 CAD$ 0.14 December 1, 2016 (1) Warrants 122,142 CAD$ 0.14266 December 1, 2016 (1) Warrants 104,119 CAD$ 0.165 December 1, 2016 (1) Warrants 76,723 CAD$ 0.17 December 1, 2016 (1) Warrants 87,818 CAD$ 0.17223 December 1, 2016 (1) Warrants 111,762 CAD$ 0.185 December 1, 2016 (1) Warrants 132,208 CAD$ 0.217 December 1, 2016 (1) Warrants 62,002 CAD$ 0.222 December 1, 2016 (1) Warrants 58,181 CAD$ 0.225 December 1, 2016 (1) Warrants 165,326 CAD$ 0.23 December 1, 2016 (1) Warrants 51,202 CAD$ 0.25 December 1, 2016 (1) Warrants 92,357 CAD$ 0.276 December 1, 2016 (1) Warrants 200,091 CAD$ 0.28 December 1, 2016 (1) Warrants 45,439 CAD$ 0.29 December 1, 2016 (1) Warrants 96,261 CAD$ 0.292 December 1, 2016 (1) Warrants 52,459 CAD$ 0.305 December 1, 2016 (1) Warrants 730,848 CAD$ 0.22 December 31, 2018 (1) Warrants 242,545 CAD$ 0.23 December 31, 2018 (1) Warrants 194,344 CAD$ 0.24 December 31, 2018 (1) Warrants 37,203 CAD$ 0.245 December 31, 2018 (1) Warrants 192,206 CAD$ 0.259 December 31, 2018 (1) Warrants 126,843 CAD$ 0.265 December 31, 2018 (1) Warrants 198,750 CAD$ 0.272 December 31, 2018 (1) 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 5 and 6). | 8. SHARE CAPITAL: Common shares a) Authorized: Unlimited number of common shares, without par value. 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. b) Stock transactions: During the year ended April 30, 2015, the Company completed the following stock transactions: i) On May 7, 2014, the Company issued 100,000 common shares on the exercise of stock options with an exercise price of CAD$0.10 per common share resulting in gross proceeds of CAD$10,000 ($9,185). 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. 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 5). 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 5). 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 5). During the year ended April 30, 2014, the Company completed the following stock transactions: i) On September 30, 2013, the Company issued 2,277,341 common shares with a fair value of $365,353 to settle CAD$212,500 ($206,571) of Loans plus accrued interest of CAD$15,234 ($14,855) resulting in a loss on extinguishment of debt in the amount of $143,927. ii) On October 23, 2013, the Company issued 1,170,084 common shares with a fair value of $142,382 as a debt discount. iii) On January 27, 2014, the Company issued 169,178 common shares with a fair value of $42,158 as a debt discount. iv) On January 31, 2014, the Company completed a private placement of 3,100,000 units at CAD$0.20 per unit for gross proceeds of $557,628 (CAD$620,000). Each unit is comprised of one common share and one-half of one share purchase warrant. Each whole warrant entitles the holder to purchase one additional common share at a price of CAD$0.40 per share until January 31, 2016. A value of $148,123 has been attributed to these warrants using the Black-Scholes option pricing model and has been recorded as a derivative liability (Note 7). The Company paid commissions consisting of $16,747 and 200,000 finder’s warrants. A value of $23,391 has been attributed to these warrants using the Black-Scholes option pricing model and has been recorded as a derivative liability (Note 7). Each finder’s warrant entitles the holder to purchase one common share at a price of CAD$0.25 per share until January 31, 2016. In addition, the Company incurred legal and other out-of-pocket expenses related to the private placement in the amount of $7,467. The fair value for the warrants issued in connection with this private placement was estimated using the Black-Scholes option pricing model with the following assumptions: stock price – CAD$0.23; exercise price – CAD$0.25; expected risk-free interest rate – 1.13%; expected life – 2.0 years; expected volatility – 114% and expected dividend rate – 0%. v) On March 4, 2014, the Company issued 1,001,112 common shares with a fair value of $266,743 as settlement of accrued interest payable on promissory notes (Note 5). c) Stock options: The Company has granted stock options under the terms of its Stock Option Plan (the “Plan”). The Plan provides that the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors of the Company may determine are within the limitations set forth in the Plan. The maximum number of shares available under the Plan is limited to 10% of the issued common shares. The maximum term of stock options is ten years. All stock options vest on the date of grant, unless otherwise stated. As at April 30, 2015, the Company had 2,790,573 stock options available for grant pursuant to the Plan (2014 - 3,441,971). The Company’s stock options outstanding as at April 30, 2015 and 2014 and the changes for the years then ended are as follows: Number Outstanding Weighted Average Exercise Price Balance outstanding at April 30, 2013 2,450,000 CAD$ 0.42 Granted 2,410,000 CAD$ 0.15 Cancelled (700,000) (1) CAD$ 0.46 Balance outstanding at April 30, 2014 4,160,000 CAD$ 0.26 Granted 2,425,000 CAD$ 0.25 Exercised (100,000) CAD$ 0.10 Expired (1,250,000) CAD$ 0.40 Forfeited (100,000) CAD$ 0.25 Balance outstanding at April 30, 2015 5,135,000 CAD$ 0.22 Balance exercisable at April 30, 2015 4,412,500 CAD$ 0.22 Notes: (1) During the year ended April 30, 2014, the Company cancelled 700,000 options that had performance conditions associated with its Kelly Basin Project and concurrently awarded 810,000 options with performance conditions associated with its Bovill Kaolin Project. The cancellation and subsequent granting of options was considered to be a modification of a share-based award. The incremental fair value of this award was determined to be $141,772 using the Black-Scholes option pricing model with the following inputs: exercise prices- 250,000 at CAD$0.10, 260,000 at CAD$0.15, 300,000 at CAD$0.25; share price - CAD$0.23; expected volatility – 106%; risk free interest rate – 1.42%; expected life – 5 years. Accordingly during the year ended April 30, 2014, the Company recorded compensation cost in respect of this award totaling $15,143. The intrinsic value of options exercised during the year ended April 30, 2015 was CAD$18,000 based on a stock price of CAD$0.28 on the date of exercise. Summary of stock options outstanding at April 30, 2015: Security Number Outstanding Exercise Price Expiry Date Remaining Contractual Life (years) Stock options 500,000 CAD$ 0.40 December 1, 2015 0.59 Stock options 1,300,000 CAD$ 0.10 July 30, 2018 3.25 Stock options 260,000 CAD$ 0.15 July 30, 2018 3.25 Stock options 300,000 CAD$ 0.25 July 30, 2018 3.25 Stock options 200,000 CAD$ 0.25 November 19, 2018 3.56 Stock options 150,000 CAD$ 0.25 January 8, 2019 3.70 Stock options 300,000 CAD$ 0.25 May 23, 2019 4.07 Stock options 150,000 CAD$ 0.25 December 16, 2017 2.63 Stock options 1,975,000 CAD$ 0.25 January 19, 2020 4.75 The weighted average grant date fair value of stock options granted during the year ended April 30, 2015 of CAD$0.16 was estimated using the Non-Employee Stock Options 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 April 30, 2015, there are 112,500 non-employee stock option awards that have not vested (2014 – nil). The non-employee stock options are accounted for at their respective fair values and are summarized as follows for the years ended April 30, 2015 and 2014: 2015 $ 2014 $ Fair value of non-employee options, beginning of the year 68,859 1,607 Fair value of non-employee options, at issuance 80,361 30,272 Change in fair value of non-employee stock options during the year (32,605) 36,980 Fair value of non-employee options, end of the year 116,615 68,859 The Company determined the fair value of its non-employee stock options as at April 30, 2015 and 2014 using the Black-Scholes option pricing model with the following weighted average assumptions: 2015 2014 Stock price (CAD$) 0.25 0.28 Exercise price (CAD$) 0.19 0.28 Risk-free interest rate (%) 1.23 1.16 Expected life (years) 3.82 2.19 Expected volatility (%) 101 91 Expected dividends ($) Nil Nil 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. As at April 30, 2015, the unamortized compensation cost of options is $53,324 and the intrinsic value of options expected to vest is $150,238 (CAD$181,250). Share-based payments are classified in the Company’s Statement of Loss as follows: 2015 $ 2014 $ Management and consulting fees 309,723 155,847 309,723 155,847 d) Share purchase warrants: A summary of fully-exercisable share purchase warrants as at April 30, 2015 and 2014 and the changes for the years then ended are as follows: Number Outstanding Weighted Average Exercise Price Balance at April 30, 2013 20,000,000 CAD $ 0.40 Issued 3,402,612 CAD$ 0.29 Balance at April 30, 2014 23,402,612 CAD $ 0.38 Issued 1,152,983 CAD$ 0.23 Balance at April 30, 2015 24,555,595 CAD $ 0.37 Summary of warrants outstanding and issuable at April 30, 2015: Security Number Outstanding Exercise Price Expiry Date Warrants 1,550,000 CAD$ 0.40 January 31, 2016 Warrants 200,000 CAD$ 0.25 January 31, 2016 Warrants 20,000,000 CAD$ 0.40 April 29, 2016 Warrants 667,520 CAD$ 0.14 December 1, 2016 (1) Warrants 122,142 CAD$ 0.14266 December 1, 2016 (1) Warrants 104,119 CAD$ 0.165 December 1, 2016 (1) Warrants 76,723 CAD$ 0.17 December 1, 2016 (1) Warrants 87,818 CAD$ 0.17223 December 1, 2016 (1) Warrants 111,762 CAD$ 0.185 December 1, 2016 (1) Warrants 132,208 CAD$ 0.217 December 1, 2016 (1) Warrants 62,002 CAD$ 0.222 December 1, 2016 (1) Warrants 58,181 CAD$ 0.225 December 1, 2016 (1) Warrants 165,326 CAD$ 0.23 December 1, 2016 (1) Warrants 51,202 CAD$ 0.25 December 1, 2016 (1) Warrants 92,357 CAD$ 0.276 December 1, 2016 (1) Warrants 200,091 CAD$ 0.28 December 1, 2016 (1) Warrants 45,439 CAD$ 0.29 December 1, 2016 (1) Warrants 96,261 CAD$ 0.292 December 1, 2016 (1) Warrants 52,459 CAD$ 0.305 December 1, 2016 (1) Warrants 597,617 CAD$ 0.22 December 31, 2018 (1) Warrants 45,165 CAD$ 0.23 December 31, 2018 (1) Warrants 37,203 CAD$ 0.245 December 31, 2018 (1) 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 5 and 6). |