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 Companys residual assets. b) Stock transactions: During the nine months ended January 31, 2016, 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). iii) On December 15, 2015, the Company issued 2,948,431 common shares with a fair value of $536,541 as settlement of accrued interest payable on Promissory Notes and Second Promissory Notes (Notes 5 and 6). iv) On January 5, 2016, the Company issued 746,811 common shares with a fair value of $180,256. The common shares were issued as debt discounts pursuant to the Second Promissory Notes (Note 6). v) On January 29, 2016, the Company issued 25,000 shares on the exercise of share purchase warrants. c) Stock options: The Company has granted stock options under the terms of its Stock Option Plan (the Plan). The Plan provides that the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors of the Company may determine are within the limitations set forth in the Plan. The maximum number of shares available under the Plan is limited to 10% of the issued common shares. The maximum term of stock options is ten years. All stock options vest on the date of grant, unless otherwise stated. As at January 31, 2016, the Company had 3,797,895 stock options available for grant pursuant to the Plan (April 30, 2015 - 2,790,573). The Companys stock options outstanding as at January 31, 2016 and April 30, 2015 and the changes for the periods then ended are as follows: Number Outstanding Weighted Average Exercise Price Balance outstanding at April 30 , 2015 5,135,000 CAD$ 0.22 Granted 200,000 CAD$ 0.25 Expired (500,000) CAD$ 0.40 Balance outstanding at January 31, 2016 4,835,000 CAD$ 0.20 Balance exercisable at January 31, 2016 4,225,000 CAD$ 0.21 Summary of stock options outstanding at January 31, 2016: Security Number Outstanding Exercise Price Expiry Date Remaining Contractual Life (years) Stock options 1,300,000 CAD$ 0.10 July 30, 2018 2.50 Stock options 260,000 CAD$ 0.15 July 30, 2018 2.50 Stock options 300,000 CAD$ 0.25 July 30, 2018 2.50 Stock options 200,000 CAD$ 0.25 November 19, 2018 2.80 Stock options 150,000 CAD$ 0.25 January 8, 2019 2.94 Stock options 300,000 CAD$ 0.25 May 23, 2019 3.31 Stock options 150,000 CAD$ 0.25 December 16, 2017 1.88 Stock options 1,975,000 CAD$ 0.25 January 29, 2020 4.00 Stock options 200,000 CAD$ 0.25 August 4, 2020 4.51 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 Companys stock due to their exercise price being denominated in a currency other than the Companys 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, 2016, there were no non-employee stock option awards that had 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 nine months ended January 31, 2016 and 2015: 2016 $ 2015 $ Fair value of non-employee options, beginning of the period 116,615 68,859 Fair value of non-employee options, at vesting 42,933 70,000 Change in fair value of non-employee stock options during the period (28,502) (43,944) Fair value of non-employee options, end of the period 131,046 94,915 The Company determined the fair value of its non-employee stock options as at January 31, 2016 and April 30, 2015 using the Black-Scholes option pricing model with the following weighted average assumptions: January 31, 2016 April 30, 2015 Stock price (CAD$) 0.26 0.25 Exercise price (CAD$) 0.21 0.19 Risk-free interest rate (%) 1.18 1.23 Expected life (years) 3.25 3.82 Expected volatility (%) 96 101 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 Companys 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 , the unamortized compensation cost of options is $41,579 and the intrinsic value of options expected to vest is $138,338 (CAD$193,750). Share-based payments are classified in the Companys Statement of Loss during the nine months ended January 31, 2016 and 2015 as follows: 2016 $ 2015 $ Management and consulting fees 34,900 294,186 34,900 294,186 d) Share purchase warrants: A summary of fully-exercisable share purchase warrants as at 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 1,223,843 CAD$ 0.25 Expired (175,000) CAD$ 0.25 Exercised (25,000) CAD$ 0.25 Balance at January 31, 2016 25,579,438 CAD $ 0.37 Summary of warrants outstanding and issuable at : Security Number Outstanding Exercise Price Expiry Date Warrants 1,550,000 CAD$ 0.40 January 31, 2017 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 85,308 CAD$ 0.25 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) Warrants 95,781 CAD$ 0.291 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). |