SHARE CAPITAL | (a) Authorized The authorized share capital consists of an unlimited number of common shares without par value (the “ Shares On August 8, 2018, the Company completed a common share split on the basis of ten (10) new Shares, options and warrants for every one (1) old Share, option and warrant outstanding (the “ Split (b) Equity issuances During the year ended December 31, 2019 Private Placements On September 6, 2019, the Company closed its non-brokered private placement for $2,600,000 through the issuance of 13,000,0000 Shares at a price of $0.20 per Share. The Company paid $15,209 and issued 525,000 Shares as a finder’s fee valued at $105,000. $175,000 of the private placement was for prepaid consulting fees for the Company’s executive chairman, of which $35,000 is included in prepaid expenses as at December 31, 2019 and $41,503 for services. Included in accounts receivable as at December 31, 2019 is $30,497 of subscriptions receivable. On October 18, 2019, the Company closed its non-brokered private placement for gross proceeds of $3,900,000 through the issuance of 9,750,000 Shares at a price of $0.40 per Share. Also, the Company issued 654,500 Shares as a finder’s fee valued at $261,800. Debt Settlement On October 9, 2019, the Company issued 104,951 Shares with a value of $43,030, to its directors to settle director fees debts owing to them. Exercise of Stock Options and Warrants During the year ended December 31, 2019, the Company issued 622,500 and 651,430 Shares on the exercise of stock options and warrants respectively for total proceeds of $424,822. Share Bonus to Personnel During the year ended December 31, 2019, the Company issued 500,000 sign-on bonus Shares with a fair value of $0.23 per Share to an officer valued at $115,000. Share Compensation for Services On September 26, 2019, the Company issued 175,000 Shares valued at $59,500 for consulting services. During the year ended December 31, 2018 Private Placements On August 14, 2018, the Company closed its non-brokered private placement for gross proceeds of $1,137,197 through the issuance of 4,061,417 units of The Company. Each unit is comprised of one Share and one Share purchase warrant. Each warrant entitles the holder to purchase one additional Share of the Company at an exercise price of $0.40 for a period of three years from the closing of the first tranche of the placement. Short Form Prospectus Offering On November 22, 2018, the Company closed its bought deal financing for gross proceeds of $5,520,000. The Company entered into an agreement with BMO Nesbitt Burns Inc. (“ BMO Exercise of Stock Options and Warrants During the year ended December 31, 2018, the Company issued 87,500 and 3,445,420 Shares on the exercise of stock options and warrants respectively for total proceeds of $1,362,317. Share Bonus to Personnel On October 10, 2018, the Company issued 1,000,000 Shares with a fair value of $0.35 per Share as a bonus to its new CEO included in Salaries and benefits. During the year ended December 31, 2017 Private Placements On April On September 20, 2017, the Company closed the first tranche of a non-brokered private placement involving the issuance of 6,679,680 units and 6,290,000 special warrants (the “ Special Warrants which were exercisable on identical terms as those Special Warrants issued to subscribers through the first tranche of the placement. On October 16, 2017, the Company closed the second and final tranche of the placement involving the issuance of 1,165,780 units and 4,143,710 Special Warrants at a price of $0.35 per each unit and Special Warrant and raised gross proceeds of $1,858,325. Each unit consists of one Share and one half of one warrant. Each second tranche warrant entitles the holder to purchase one additional Share of the Company at an exercise price of $0.40 for a period of three years from the date of closing of the second tranche of the placement. In connection with the second tranche of the placement, the Company paid finder’s fees of $56,020 and issued 93,270 finder’s Special Warrants, which were exercisable on identical terms as those Special Warrants issued to subscribers through the second tranche of the placement. The total subscription proceeds of $3,651,800, which were raised from the sale of the Special Warrants under the placement, were held in an escrow account with the Company’s Transfer Agent pending shareholder approval for the issuance of the Units underlying the Special Warrants. TSX and shareholder approval for the issuance of the Units underlying the Special Warrants was obtained on December 15, 2017. On December 18, 2017, the Company issued 11,397,110 units underlying an equivalent number of Special Warrants previously issued under the placement. On December 18, 2017, the Special Warrants subscription proceeds, previously held in escrow, were released to the Company. The finder’s Special Warrants have been valued at $0.35 each based upon the concurrent financing price of the placement to which they relate. The Company has recorded the fair value of the finder’s warrants as share issuance costs. Debt Settlements On January 12, 2017, On June 13, 2017, the Company issued 596,590 units (“ Debt Settlement Units1 On December 18, 2017, the Company issued 422,540 units (“ Debt Settlement Units2 Shares Issued for Mineral Properties On February 10, 2017, the Company acquired the remaining 20% title interest of Randsburg (Note 13) in the patented claims that comprise the Titan project by issuing to Randsburg 200,000 Shares at a value of $0.48 per Share. Share Bonus to Personnel On January 12, 2017, the Company issued 390,000 Shares with a fair value of $0.49 per Share as a bonus to its directors, officers and consultants. Share Compensation for Services On December 18, 2017, the Company issued 984,200 units with a fair value of $0.35 per unit, to Skanderbeg Capital Advisors Inc. (“ Skanderbeg Skanderbeg Units entered into a consulting agreement with Skanderbeg to explore and evaluate strategic alternatives to maximize value for The Company’s non-core assets. Each Skanderbeg Exercise of Stock Options and Warrants During the year ended December 31, 2017, the Company issued 126,870 and 150,000 Shares on the exercise of stock options and warrants respectively for total proceeds of $110,685. (c) Share-based compensation plan The Company has a 20% fixed equity-based compensation plan in place, as approved by the Company’s shareholders on June 2, 2016 (the “ 2016 Plan Amended 2016 Plan During the year ended December 31, 2019, the Company granted 3,965,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $0.20 to $0.44 per Share and expiry dates ranging from April 1, 2024 to November 15, 2024 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2018, the Company granted 4,040,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $0.22 to $0.65 per Share and expiry dates ranging from February 20, 2023 to November 14, 2023 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2017, the Company granted 4,080,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $0.33 to $0.49 per Share and expiry dates ranging from January 12, 2022 to November 6, 2022 and vest at 12.5% per quarter for the first two years following the date of grant. The following is a summary of the changes in the Company’s stock options from December 31, 2016 to December 31, 2019: [remainder of this page has been intentionally left blank] Number of Options Weighted Average Exercise Price Outstanding, December 31, 2016 4,608,140 $ 0.64 Granted 4,080,000 $ 0.38 Expired (312,930 ) $ 2.08 Exercised (126,870 ) $ 0.40 Outstanding, December 31, 2017 8,248,340 $ 0.46 Granted 4,040,000 $ 0.31 Expired (349,720 ) $ 1.21 Cancelled (1,815,120 ) $ 0.45 Forfeited (445,000 ) $ 1.04 Exercised (87,500 ) $ 0.28 Outstanding, December 31, 2018 9,591,000 $ 0.34 Granted 3,965,000 $ 0.31 Expired (315,000 ) $ 0.65 Cancelled (2,247,000 ) $ 0.32 Forfeited (794,000 ) $ 0.54 Exercised (622,500 ) $ 0.28 Outstanding, September 30, 2019 9,577,500 $ 0.31 As of December 31, 2019, the following the Company stock options were outstanding: Exercise Expiry Options Outstanding Exercisable Unvested Price Date December 31 December 31, December 31 December 31 2019 2018 2019 2019 $0.33 November 15, 2024 100,000 - 12,500 87,500 $0.44 November 1, 2024 1,610,000 - 201,250 1,408,750 $0.20 July 29, 2024 1,565,000 - 391,250 1,173,750 $0.21 April 1, 2024 500,000 - 187,500 312,500 $0.65 November 14, 2023 - 200,000 - - $0.33 October 17, 2023 705,000 940,000 352,500 352,500 $0.26 October 10, 2023 - 550,000 - - $0.22 July 23, 2023 400,000 400,000 250,000 150,000 $0.31 May 1, 2023 150,000 200,000 112,500 37,500 $0.28 April 6, 2023 862,500 1,225,000 646,875 215,625 $0.31 February 20, 2023 200,000 200,000 175,000 25,000 $0.35 September 1, 2022 980,000 1,250,000 980,000 - $0.33 June 12, 2022 805,000 1,225,000 805,000 - $0.49 January 12, 2022 620,000 820,000 620,000 - $0.20 June 2, 2021 990,000 1,420,000 990,000 - $0.50 June 22, 2020 30,000 311,000 30,000 - $0.50 April 7, 2020 60,000 535,000 60,000 - $0.65 May 1, 2019 - 315,000 - - 9,577,500 9,591,000 5,814,375 3,763,125 Share-based payment expenses resulting from stock options are amortized over the corresponding vesting periods. During the year ended December 31, 2019, 2018 and 2017, the share-based payment expenses were calculated using the following weighted average assumptions: Year ended December 31, 2019 2018 2017 Risk-free interest rate 1.54 % 1.77 % 1.25 % Expected life of options in years 4.45 4.40 4.4 Expected volatility 132.75 % 135.71 % 133.55 % Expected dividend yield Nil Nil Nil Expected forfeiture rate 12 % 12 % 12 % Weighted average fair value of options granted during the period $ 0.31 $ 0.32 $ 0.32 The expected volatility used in the Black-Scholes option pricing model is based on the historical volatility of the Company’s shares. The expected forfeiture rate is based on the historical forfeitures of options issued. Share-based payments charged to operations and assets were allocated between deferred mineral properties, and general and administrative expenses. Share-based payments are allocated between being either capitalized to deferred exploration costs where related to mineral properties or expensed as general and administrative expenses where otherwise related to the general operations of the Company. For the year ended December 31, 2019, 2018, and 2017, share-based payments were recorded as follows: Year Ended December 31, 2019 2018 2017 Consolidated Statement of Operations Share based payments 707,802 553,430 599,117 $ 707,802 $ 553,430 $ 599,117 Consolidated Statement of Financial Position Chandgana Tal and power plant application - - 69,515 Gibellini exploration 79,888 87,186 - Pulacayo exploration 39,139 117,871 158,464 119,027 205,057 227,979 Total share-based payments $ 826,829 $ 758,487 $ 827,096 On July 29, 2019, further to the voluntary forfeiture of share options held by certain directors, officers, and employees with expiry dates on April 7, 2020, June 22, 2020, and November 14, 2023, at exercise prices ranging from $0.50 to $0.65, the Company granted 1,275,000 new stock options to such individuals with an expiry date of July 29, 2024 at an exercise price of $0.20 per Share subject to a two-year vesting schedule whereby 12.5% per quarter following the date of grant. As at December 31, 2019, the re-issuing of these options had been approved by the TSX, but they had not been approved by the shareholders; consequently, these options were not valued. See Note 27. (d) Share purchase warrants The following is a summary of the changes in The Company’s share purchase warrants from December 31, 2016 to December 31, 2019: Number of Warrants Weighted Average Exercise Price Outstanding, December 31, 2016 13,480,600 $ 0.47 Issued 12,453,680 $ 0.41 Exercised (150,000 ) $ 0.40 Expired (26,250 ) $ 0.70 Outstanding, December 31, 2017 25,758,030 $ 0.44 Issued 5,061,417 $ 0.40 Exercised (3,445,420 ) $ 0.39 Expired (56,000 ) $ 0.40 Outstanding, December 31, 2018 27,318,027 $ 0.44 Exercised (651,430 ) $ 0.38 Outstanding, December 31, 2019 26,666,597 $ 0.44 On February 15, 2018, the Company issued 500,000 Share purchase warrants as a part of consideration for mining claims acquisition (Note 13). The fair value of $89,944 of the issued warrants determined using the Black-Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 1.9%; (2) warrant expected life of three years; (3) expected volatility of 116%, and (4) dividend yield of nil. On April 23, 2018, the Company issued 500,000 Share purchase warrants as a part of consideration for services related to the Gibellini Project. The fair value of $92,000 of the issued warrants determined using the Black-Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 2%; (2) warrant expected life of three years; (3) expected volatility of 97.4%, and (4) dividend yield of nil. As of December 31, 2019, the following The Company share purchase warrants were outstanding: Number of warrants Exercise Price Expiry Date at December 31, 2019 at December 31, 2018 $0.50 June 13, 2022 596,590 596,590 $0.50 April 12, 2022 1,032,500 1,032,500 $0.40 January 13, 2022 499,990 499,990 $0.44 August 29, 2021 1,013,670 1,013,670 $0.40 August 13, 2021 198,237 198,237 $0.40 July 6, 2021 3,863,180 3,863,180 $0.40 June 2, 2021 7,500,000 7,500,000 $0.30 April 23, 2021 - 100,000 $0.50 February 15, 2021 500,000 500,000 $0.40 January 25, 2021 650,000 650,000 $0.40 December 18, 2020 211,250 211,250 $0.70 November 13, 2020 625,000 625,000 $0.40 October 16, 2020 2,533,020 2,533,020 $0.70 September 30, 2020 1,112,000 1,112,000 $0.40 September 20, 2020 3,983,490 4,534,920 $0.60 June 24, 2020 1,147,670 1,147,670 $0.50 May 22, 2020 1,200,000 1,200,000 26,666,597 27,318,027 |