Equity | 7 . 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. b. ATM Offering On May 12, 2023, the Company entered into the Sales Agreement providing for the sale by the Company, from time to time, of the Company’s common shares having an aggregate gross offering price of up to $20.0 million (the “ATM Offering”). The Company expects to raise relatively small amounts of capital from time to time through the ATM Offering for general corporate purposes, which may include, among other things, general corporate, legal and ASAOC expenses. As of December 31, 2023, the Company sold 894,882 common shares in exchange for proceeds of approximately $2.1 million, which is net of offering costs of approximately $0.7 million. As of December 31, 2023, $17.2 million remained available under the program. c. 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. Share based compensation for the years ended December 31, 2023 and 2022 was recognized in the Consolidated Statements of Operations as follows: December 31, 2023 2022 Exploration $ 1,594,534 $ 1,346,515 Corporate salaries and benefits 1,074,728 1,066,398 Directors’ fees 369,142 530,545 Total $ 3,038,404 $ 2,943,458 Share Purchase Options A summary of share purchase option activity within the Company’s share-based compensation plan for the years ended December 31, 2023 and 2022 is as follows: Weighted Average Number of Options Exercise Price (C$) Balance December 31, 2021 2,497,150 $ 9.15 Options granted — — Options expired (305,000) 8.71 Options cancelled or forfeited (246,500) 9.11 Options exercised — — Balance, December 31, 2022 1,945,650 $ 9.23 Options granted — — Options expired (219,400) 7.07 Options cancelled or forfeited (35,500) 11.48 Options exercised (25,000) 4.40 Balance, December 31, 2023 1,665,750 $ 9.54 During the years ended December 31, 2023 and 2022, the Company’s total share based compensation from options was $289,356 and $1,084,969, respectively. The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the years ended December 31, 2023 and 2022. An analysis of outstanding share purchase options as of December 31, 2023 is as follows: Options Outstanding Options Exercisable Range of Exercise Remaining Remaining Prices (C$) Number Price (C$) 1 Life 2 Number Price (C$) 1 Life 2 $3.50 - $5.90 45,000 3.50 1.22 45,000 3.50 1.22 $5.91 - $7.20 426,875 6.26 0.96 426,875 6.26 0.96 $7.21 - $9.70 455,875 9.54 0.64 355,875 9.65 0.20 $9.71 - $11.80 738,000 11.80 2.06 553,500 11.80 2.06 $3.50 - $11.80 1,665,750 9.54 1.36 1,381,250 9.26 1.21 1 2 As of December 31, 2023, unvested compensation associated with unvested options is $nil. As of December 31, 2023, the intrinsic value of outstanding and exercisable share purchase options is $23,738 and $23,738, respectively. During the year ended December 31, 2023, the intrinsic value of share purchase options exercised was $30,594. No share purchase options were exercised during the year ended December 31, 2022. Restricted Share Units The following table summarizes activity for restricted share units (“RSUs”) 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, 2021 42,334 $ 5.66 Granted 370,098 4.04 Distributed (vested) (36,168) 5.00 Cancelled (4,308) 4.03 Unvested, December 31, 2022 371,956 $ 4.13 Granted 385,039 3.40 Distributed (vested) (147,506) 4.23 Cancelled (7,849) 3.72 Unvested, December 31, 2023 601,640 $ 3.64 During the years ended December 31, 2023 and 2022, the Company awarded 385,039 RSUs (2022: 370,098 RSUs) with a weighted average grant date fair value of $3.40 per RSU (2022: $4.04). During the years ended December 31, 2023 and 2022, the fair value of RSUs distributed was $500,500 and $112,539, respectively. During the years ended December 31, 2023 and 2022, the Company has recognized $1,262,926 and $949,619, respectively in compensation expense for Restricted Share Units. The Company expects to record an additional $809,359 in compensation expense over the remaining vesting period related to these awards. Unvested units at December 31, 2023 are scheduled to vest as follows: 2024 247,308 2025 232,310 2026 122,022 Total 601,640 Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination by the Company not for cause or due to the employee’s death, disability, or retirement if certain criteria are met. Performance Share Units The following table summarizes activity for performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan: Weighted Average Share Grant Date Units Fair Value Unvested, December 31, 2021 10,750 $ 5.66 Granted 267,451 6.73 Distributed (3,750) 3.42 Cancelled (11,185) 5.83 Unvested, December 31, 2022 263,266 $ 6.77 Granted 301,035 5.80 Distributed (12,725) 2.74 Cancelled (4,993) 5.03 Unvested, December 31, 2023 546,583 $ 6.35 During the years ended December 31, 2023 and 2022, the Company recognized $1,089,214 and $510,321 respectively, in compensation expense related to PSUs and MPSUs. The Company expects to record an additional $1,908,770 million in compensation expense over the next 1.82 years. During the years ended December 31, 2023 and 2022, the fair value of PSUs distributed was $41,790 and $8,072, respectively. The PSUs and MPSUs are scheduled to vest as follows: 2024 3,500 2025 256,871 2026 276,212 2027 10,000 Total 546,583 PSUs he Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions MPSUs During the year ended December 31, 2023, the Company awarded 277,535 MPSUs (2022: 249,951 MPSUs) that had a weighted grant date fair value of $5.98 (2022: $6.99) per MPSU or approximately $1.66 million (2022: $1.75 million) in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables: 2023 2022 Grant date fair value $ 5.98 $ 6.99 Risk-free interest rate 4.15 % 1.61 % Expected term (in years) 3.0 3.0 Expected share price volatility 65.74 % 63.35 % Expected dividend yield — — The expected volatility utilized is based on the historical volatilities of the Corporation’s common stock and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period. Deferred Share Units The following table summarizes activity for deferred share units (“DSUs”) awarded under the Plan: Weighted Average Share Units Grant Date Fair Value Outstanding, December 31, 2021 29,213 $ 5.39 Granted 116,462 3.42 Outstanding, December 31, 2022 145,675 3.82 Granted 112,465 3.53 Distributed (31,566) 3.77 Outstanding, December 31, 2023 226,574 3.68 Under the Plan, the Company may issue DSUs to non-employee directors. During the years ended December 31, 2023 and 2022, 112,465 and 116,462 shares, respectively, with a grant date fair value of $396,908 and $398,549, respectively, were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the Consolidated Statements of Operations. The DSUs are fully vested as of the date of grant. During the years ended December 31, 2023 and 2022, the fair value of DSUs distributed was $109,534 and $nil, respectively. d. Warrants There was a total of 200,000 warrants outstanding as of December 31, 2022. These warrants expired on May 9, 2023. |