SHARE CAPITAL | 7. 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, 2018, the Company completed the following stock transactions: i) On July 30, 2018, the Company issued 600,000 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$60,000 ($46,085). ii) On August 10, 2018, the Company issued 361,657 common shares with a fair value of $81,000. The common shares were issued as debt discounts pursuant to the Third Promissory Notes (Note 5). c) Stock options: The Company has granted stock options under the terms of its Stock Option Plan (the “Plan”). The Plan provides that the directors of the Company may grant options to purchase common shares to directors, officers, employees and service providers of the Company on terms that the directors of the Company may determine are within the limitations set forth in the Plan. The maximum number of shares available under the Plan is limited to 10% of the issued common shares. The maximum term of stock options is ten years. All stock options vest on the date of grant, unless otherwise stated. As at October 31, 2018, the Company had 3,104,361 stock options available for grant pursuant to the Plan (April 30, 2018 - 2,578,196). The Company’s stock options outstanding as at October 31, 2018 and April 30, 2018 and the changes for the period then ended are as follows: Number Outstanding Weighted Average Exercise Price (in CAD$) Balance outstanding at April 30, 2018 6,405,000 0.22 Granted 1,450,000 0.25 Exercised (600,000) 0.10 Expired (1,280,000) 0.15 Balance outstanding at October 31, 2018 5,975,000 0.26 Balance exercisable at October 31, 2018 4,525,000 0.26 Summary of stock options outstanding at : Security Number Outstanding Exercise Price (CAD$) Expiry Date Remaining Contractual Life (years) Stock options (1) 0.25 November 19, 2018 0.05 Stock options 150,000 0.25 January 8, 2019 0.19 Stock options 300,000 0.25 May 23, 2019 0.56 Stock options 1,975,000 0.25 January 29, 2020 1.25 Stock options 200,000 0.25 August 4, 2020 1.76 Stock options 300,000 0.30 July 21, 2021 2.72 Stock options 400,000 0.30 November 3, 2021 3.01 Stock options 1,000,000 0.25 April 20, 2022 3.47 Stock options (2) 0.25 August 9, 2023 4.78 Notes: (1) Subsequent to October 31, 2018, these stock options expired unexercised. (2) 1,250,000 stock options vest on the completion of certain milestones including equity financing, project financing, mine construction and achieving commercial production. 200,000 stock options vest as to 25% every three months from the date of grant. The weighted average grant date fair value of stock options granted during the three months ended October 31, 2018 of CAD$0.09 (2017 – $nil) was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: 2018 Stock price (CAD$) 0.20 Exercise price (CAD$) 0.25 Risk-free interest rate (%) 1.6 Expected life (years) 5.0 Expected volatility (%) 58 Expected dividends ($) Nil Nil Expected volatility was determined by reference to the historical volatility of the Company’s common shares trading on the TSX Venture Exchange. 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, 2018, there were 200,000 (2017 – 100,000) non-employee stock option awards that had not yet vested. 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, 2018 and 2017: 2018 $ 2017 $ Fair value of non-employee options, beginning of the period 205,120 446,354 Fair value of options on vesting - 53,874 Transfer value on exercise of options (23,040) - Change in fair value of non-employee stock options during the period (138,332) (304,889) Fair value of non-employee options, end of the period 43,748 195,339 The Company determined the fair value of its non-employee stock options as at October 31, 2018 and April 30, 2018 using the Black-Scholes option pricing model with the following weighted average assumptions: October 31, 2018 April 30, 2018 Stock price (CAD$) 0.15 0.26 Exercise price (CAD$) 0.26 0.23 Risk-free interest rate (%) 1.33 1.07 Expected life (years) 2.63 1.86 Expected volatility (%) 54 49 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 , the unamortized compensation cost of options is $92,109 and the intrinsic value of options expected to vest is $nil. Share-based payments are classified in the Company’s Statement of Loss during the six months ended October 31, 2018 and 2017 as follows: 2018 $ 2017 $ Management and consulting fees 5,865 8,632 5,865 8,632 d) Share purchase warrants: A summary of fully-exercisable share purchase warrants as at October 31, 2018 and April 30, 2018 and the changes for the periods then ended are as follows: Number Outstanding Weighted Average Exercise Price (CAD$) Balance at April 30, 2018 4,887,360 0.32 Issued 139,984 0.29 Balance at October 31, 2018 5,027,344 0.31 Summary of warrants outstanding and issuable at : Security Number Outstanding Exercise Price ($CAD) Expiry Date Warrants 730,848 0.22 December 31, 2018 (1) Warrants 242,545 0.23 December 31, 2018 (1) Warrants 194,344 0.24 December 31, 2018 (1) Warrants 37,203 0.245 December 31, 2018 (1) Warrants 393,058 0.255 December 31, 2018 (1) Warrants 192,206 0.259 December 31, 2018 (1) Warrants 126,843 0.265 December 31, 2018 (1) Warrants 198,750 0.272 December 31, 2018 (1) Warrants 269,951 0.290 December 31, 2018 (1) Warrants 95,781 0.291 December 31, 2018 (1) Warrants 100,373 0.295 December 31, 2018 (1) Warrants 175,979 0.298 December 31, 2018 (1) Warrants 49,294 0.299 December 31, 2018 (1) Warrants 83,205 0.301 December 31, 2018 (1) Warrants 150,246 0.310 December 31, 2018 (1) Warrants 65,514 0.320 December 31, 2018 (1) Warrants 58,059 0.330 December 31, 2018 (1) Warrants 58,496 0.335 December 31, 2018 (1) Warrants 35,997 0.383 December 31, 2018 (1) Warrants 30,139 0.405 December 31, 2018 (1) Warrants 34,031 0.420 December 31, 2018 (1) Warrants 40,761 0.460 December 31, 2018 (1) Warrants 25,621 0.470 December 31, 2018 (1) Warrants 63,756 0.475 December 31, 2018 (1) Warrants 24,344 0.540 December 31, 2018 (1) Warrants 1,550,000 0.40 January 31, 2019 Notes: (1) The warrants are exercisable until the earlier of the date disclosed or the date that the promissory note advance, including interest, is repaid (Note 5). |