Equity | 9. a. Authorized ● Unlimited number of common shares without par value. ● Unlimited number of first preferred shares without par value. ● Unlimited number of second preferred shares without par value. On January 27, 2021, the Company completed a one issued outstanding In August 2021, the Company issued 10,952,382 common shares at a price of $5.25 per common share for gross proceeds of approximately $57.5 million with transaction costs of $3.2 million. The net proceeds of the issuance were $54.3 million. b. Share based compensation On March 8, 2021, the Company adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation. The Plan was approved by the Corporation’s shareholders on April 16, 2021. The Plan allows for awards in the following forms: stock purchase option, restricted share unit, performance share unit or deferred share unit. Under the terms of the Plan, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 4,280,530 shares. Shares delivered under the Plan can be: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase. Prior to adoption of the Plan, the Company had the Evergreen Incentive Stock Option Plan (the “Former Plan”) in place. Under the terms of the Former Plan, options may be exercisable over periods not to exceed ten years as determined by the Board of Directors of the Corporation and the exercise price could not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Former Plan included a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. Stock options granted were subject to vesting, typically with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant. Share based compensation was recognized in the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 as follows: December 31, 2021 2020 Exploration $ 2,167,722 $ 1,158,967 Consulting 8,080 28,279 Corporate salaries and benefits 1,006,389 227,492 Directors’ fees 767,013 178,801 Total $ 3,949,204 $ 1,593,539 Share purchase options A summary of share purchase option activity within the Company’s share-based compensation plan for the years ended December 31, 2021 and December 31, 2020 is as follows: Number of Weighted Average Options Exercise Price (C$) Balance December 31, 2019 1,972,625 $ 7.72 Options granted 442,500 5.72 Options expired (20,125) 5.44 Options terminated via SAR (60,250) 6.91 Options exercised (375,162) 6.54 Balance, December 31, 2020 1,959,588 $ 7.40 Options granted 1,013,500 11.40 Options expired (240,550) 9.17 Options terminated via SAR (109,850) 6.00 Options exercised (125,538) 4.99 Balance, December 31, 2021 2,497,150 $ 9.15 During the years ended December 31, 2021 and 2020, the Company’s total share based compensation from options was $3,636,761 and $1,593,539, respectively. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The grant date fair value of options granted during the years ended December 31, 2021 and 2020 was approximately $5.2 million and $1.1 million, respectively. The Company uses the Black-Scholes option valuation model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. The weighted average inputs used in the Black-Scholes option pricing model for options granted during the years ended December 31, 2021 and 2020 are: December 31, 2021 December 31, 2020 Fair value options granted $ 5.14 $ 3.23 Risk-free interest rate 0.5% 1.4% Expected term (in years) 5.0 5.0 Expected share price volatility 72% 65% Expected dividend yield — — An analysis of outstanding share purchase options as of December 31, 2021 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices (C$) Number Price (C$) 1 Remaining Life 2 Number Price (C$) 1 Remaining Life 2 $3.50 - $5.90 239,150 5.29 1.65 191,650 5.62 1.26 $5.90 - $7.20 494,375 6.31 2.85 286,000 6.36 2.72 $7.21 - $9.70 888,125 9.27 1.66 611,625 9.25 1.11 $9.71 - $11.80 875,500 11.69 3.90 256,375 11.41 3.52 $3.50 - $11.80 2,497,150 9.15 2.68 1,345,650 8.53 1.93 1 2 As of December 31, 2021, all unvested options are expected to vest and unvested compensation of approximately $1,660,690 will be recognized over the next 2.7 years. As of December 31, 2021, the intrinsic value of outstanding and exercisable share purchase options is $139,771 and $62,461, respectively. During the years ended December 31, 2021 and 2020, the intrinsic value of share purchase options exercised was approximately $0.5 million and $2.6 million, respectively. Restricted Share Units The following table summarizes activity for restricted share units awarded under the Plan that vest over the required service period of the participant. Weighted Average Grant Date Share Units Fair Value Unvested, December 31, 2019 and 2020 — $ — Granted 63,500 5.66 Distributed (vested) (21,166) 5.66 Cancelled — — Unvested, December 31, 2021 42,334 5.66 For awards granted to date in 2021, the Company has recognized approximately $142,940 in compensation expense and expect to record an additional $216,469 in compensation expense over the remaining vesting period related to these awards. The 42,334 unvested units at December 31, 2021 are scheduled to vest as follows: 2022 21,167 2023 21,167 Total 42,334 Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met. Performance Share Units The following table summarizes activity for performance share units awarded under the Plan: Weighted Average Grant Date Share Units Fair Value Unvested, December 31, 2019 and 2020 — $ — Granted 10,750 5.66 Distributed (vested) — — Cancelled — — Unvested, December 31, 2021 10,750 5.66 These performance share units vest upon completion of the performance period (through 2022) and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives. The Corporation determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions. The share based compensation cost is measured using the grant date fair value. The expense related to the performance share units (if any) is recognized on a straight-line basis over the vesting period following that date of the award based on the probability of the criteria being achieved. Upon the achievement of the conditions, any unvested performance share units become fully vested. Unvested units will be forfeited by participants upon termination of employment in advance of vesting. For awards granted to date in 2021, the Company has recognized approximately $12,008 in compensation expense and expect to record an additional $48,836 in compensation expense over the remaining vesting period related to these awards. The latest vesting date for unvested units as of December 31, 2021 is September 2022 Deferred Share Units Under the Plan, the Company may issue deferred share units to non-employee directors. Directors may be given the right to elect between 0% and 100% of any director fees to be paid in form of such units. Settlement of the shares occurs upon the cessation of the director’s service. During 2021, 29,213 shares with a fair value of $157,495 were credited to the non-employee directors and the related compensation expense was charged to Directors’ fees in the Consolidated Statements of Operations. c. Warrants There was a total of 200,000 warrants outstanding as of December 31, 2021. See Note 6. |