Disclosure of share capital, reserves and other equity interest [text block] | 10. Share Capital 10.1 Authorized The authorized share capital of the Company is comprised of an unlimited number of common shares without par value. At-the-Market Equity Program On December 10, 2021, Pursuant to the ATM Program, the Company could distribute up to US$50 January 1, 2023 ( 18 During the year ended November 30, 2022, 10.2 Reserves Restricted Shares Share Options Warrants Total Balance at November 30, 2020 26 5,536 3,541 9,103 Options exercised - (752 ) - (752 ) Restricted share rights vested (105 ) - - (105 ) Share-based compensation 116 1,745 - 1,861 Balance at November 30, 2021 37 6,529 3,541 10,107 Options exercised - (429 ) - (429 ) Restricted share rights vested (140 ) - - (140 ) Share-based compensation 138 2,254 - 2,392 Balance at November 30, 2022 35 8,354 3,541 11,930 10.3 Share Options The Company's share option plan (the "Option Plan") was approved by the Board of Directors of the Company (the "Board") on January 28, 2011, October 30, 2012, October 11, 2013, October 18, 2016, April 5, 2019 March 14, 2022. may may five May 19, 2022. The following outlines movements of the Company's Options: Number of Options Weighted Average Exercise Price ($) Balance at November 30, 2020 10,732,000 1.51 Granted 3,015,000 1.84 Exercised (1) (1,197,850 ) 1.00 Expired (105,000 ) 2.50 Balance at November 30, 2021 12,444,150 1.63 Granted 4,694,445 1.61 Exercised (2) (705,520 ) 1.58 Cancelled/Forfeited (175,000 ) 2.01 Expired (2,255,000 ) 1.70 Balance at November 30, 2022 14,003,075 1.61 ( 1 During the year ended November 30, 2021, ( 2 During the year ended November 30, 2022, The fair value of Options granted was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: November 30, 2022 November 30, 2021 Risk-free interest rate 3.54 % 1.03 % Expected life (years) 2.87 2.74 Expected volatility 61.25 % 59.80 % Expected dividend yield 0.00 % 0.00 % Estimated forfeiture rate 2.87 % 3.82 % A summary of Options outstanding and exercisable at November 30, 2022, Options Outstanding Options Exercisable Exercise Prices Number of Options Outstanding Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) Number of Options Exercisable Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (years) $0.78 - $0.96 1,837,500 0.79 1.00 1,837,500 0.79 1.00 $0.97 - $1.57 3,099,500 1.13 1.74 2,889,500 1.11 1.54 $1.58 - $1.60 4,145,500 1.60 4.98 1,036,375 1.60 4.98 $1.61 - $1.83 2,516,250 1.83 3.95 1,885,000 1.83 3.95 $1.84 - $3.38 2,404,325 2.67 2.93 2,306,695 2.70 2.88 14,003,075 1.61 3.20 9,955,070 1.61 2.57 The fair value of the Options recognized as share-based compensation expense during the year ended November 30, 2022, 2021 10.4 Restricted Share Rights The Company's restricted share plan (the "RSP") was approved by the Board of Directors of the Company (the "Board") on November 27, 2018. may may no May 25, 2019. The RSRs vest in accordance with the vesting schedule during the recipient's continual service with the Company. The Company classifies RSRs as equity instruments since the Company has the ability and intent to settle the awards in common shares. The compensation expense for standard RSRs is calculated based on the fair value of each RSR as determined by the closing value of the Company's common shares at the date of the grant. The Company recognizes compensation expense over the vesting period of the RSR. The Company expects to settle RSRs, upon vesting, through the issuance of new common shares from treasury. The following outlines the movements of the Company's RSRs: Number of RSRs Weighted Average ($) Balance at November 30, 2020 49,040 2.88 Granted 50,000 1.83 Vested (36,540 ) 2.88 Balance at November 30, 2021 62,500 2.04 Granted 239,490 1.60 Vested (72,564 ) 1.94 Balance at November 30, 2022 229,426 1.61 The fair value of the RSRs recognized as share-based compensation expense during the year ended November 30, 2022 2021 10.5 Income (loss) per share For the year ended November 30, 2022, not For the years ended November 30, 2022 2021, Year ended November 30, 2022 Year ended November 30, 2021 Loss for Weighted Loss Income for Weighted Income the year average shares per share the year average shares per share ($) outstanding ($) ($) outstanding ($) Basic income (loss) per share (13,200 ) 154,045,370 (0.09 ) 100,355 149,407,112 0.67 Effect of dilutive securities: Stock options - - - - 3,102,078 - Diluted income (loss) per share (13,200 ) 154,045,370 (0.09 ) 100,355 152,509,190 0.66 10.6 US Gold Equity Incentive Plan On September 23, 2022, ( tenth No may may may 10.7 US Gold Restricted Shares On September 23, 2022, The grant of 635,000 Restricted Shares, included 585,000 Restricted Shares which were issued in exchange for shares previously issued by U.S. GoldMining Inc. ("US Gold Canada") to certain of US Gold Canada's and GoldMining's executive officers, directors and consultants on March 8, 2022. The Restricted Shares are subject to restrictions that, among other things, prohibit the transfer thereof until certain performance conditions are met. In addition, if such conditions are not 18 (a) with respect to 15% of the performance based restricted shares of common stock, if US Gold has not US$15,000,000 two third not (b) with respect to 15% of the performance based restricted shares of common stock, an IPO Event has not US$100,000,000 two (c) with respect to 15% of the performance based restricted shares of common stock, if the recipient of such award ceases to be US Gold's or US Gold's affiliates' director, officer, employee or consultant, as applicable, at any time during the period from the date of grant of such award until the date that is two (d) with respect to 15% of the performance based restricted shares of common stock, if US Gold has not three (e) with respect to 15% of the performance based restricted shares of common stock, if US Gold has not US$15.00 four (f) with respect to 15% of the performance based restricted shares of common stock, if US Gold has not US$250,000,000 five 5 five (g) with respect to 10% of the performance based restricted common stock, if US Gold has not US$25.00 six During the year ended November 30, 2022, |