Share Capital | 20. SHARE CAPITAL (a) Authorized The authorized share capital of the Company consists of an unlimited number of Common Shares. At December 31, 2021, the Company had 24,124,955 (2020 – 18,051,883, 2019 – 12,129,951) Common Shares issued and outstanding. Subsequent to December 31, 2021, on January 14, 2022, the Company’s share capital was consolidated on the basis of one (1) new share for each ten (10) old shares. All common share, warrant, option and per share amounts have been retroactively adjusted. (b) Equity issuances During the year ended December 31, 2021 On February 5, 2021, the Company closed its non-brokered private placement (the “ February 2021 Placement On February 10, 2021, under the terms of the APA the Company acquired the Minago Project for aggregate consideration of US$11,675,000, which consisted of a US$6,675,000 (“ Property Payment Consideration Shares”) st On November 15, 2021, the Company closed its non-brokered private placement (the “ November 2021 Placement Finder’s Warrants The fair value of $42,651 of the Finder’s Warrants determined using the Black Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 2%; (2) expected life of one year; (3) expected volatility of 107%; and (4) dividend yield of nil. The Company has recorded the fair value of the finder’s units as share issuance costs. During the year ended December 31, 2021, 1,268,341 Common Share purchase warrants were exercised for total proceeds of $2,601,997 and settlement of outstanding payables for services of $660,000 (Note 25). During the year ended December 31, 2021, 99,500 stock options were exercised for total proceeds of $206,824. During the year ended December 31, 2020 On May 1, 2020, and on May 20, 2020, the Company closed two tranches of a non-brokered private placement (the “ May 2020 Private Placement Unit Warrant based on the offering price of the Units under the May 2020 Private Placement. The Company has recorded the fair value of the finder’s units as share issuance costs. The Company issued 160,100 Common Shares with a value of $640,400 as a bonus payment to certain directors, officers, employees, and consultants of the Company. On September 18, 2020, the Company issued 400,000 Common Shares at a value of $5 per Common Share in relation with purchase of Bisoni Project in Nevada, USA. On November 24, 2020, the Company closed its bought deal short form prospectus offering pursuant to which the Company has issued 2,300,000 Common Shares at a price of $4 per Common Share for aggregate gross proceeds of $9,200,000 (the ”Offering” During the year ended December 31, 2020, the Company issued 123,375 Common Shares on the exercise of stock options for total proceeds of $299,812. During the year ended December 31, 2020, the Company issued 1,402,767 Common Shares on the exercise of warrants for aggregate gross proceeds of $3,072,194 and share compensation for services of $35,000. During the year ended December 31, 2019 On September 6, 2019, the Company closed its non-brokered private placement for $2,600,000 through the issuance of 1,300,000 Common Shares at a price of $2 per Common Share. The Company paid $15,209 and issued 52,500 Common 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 975,000 Common Shares at a price of $4 per Common Share. Also, the Company issued 65,450 Common Shares as a finder’s fee valued at $261,800. On October 9, 2019, the Company issued 10,495 Common Shares with a value of $43,030, to its directors to settle director fees debts owing to them. The Company issued 62,250 and 65,143 Common Shares on the exercise of stock options and warrants respectively for total proceeds of $424,822. The Company issued 50,000 sign-on bonus Common Shares with a fair value of $2.30 per Common Share to an officer valued at $115,000. On September 26, 2019, the Company issued 17,500 Common Shares valued at $59,500 for consulting services. (c) Share-based compensation plan The Company has a 10% rolling equity-based compensation plan in place, as approved by the Company’s shareholders on September 10, 2021 (the “ 2021 Plan During the year ended December 31, 2021, the Company granted 680,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $2.60 to $3.70 per Common Share and expiry dates ranging from May 24, 2026 to September 22, 2026 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2020, the Company granted 382,000 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $2.20 to $5.00 per Common Share and expiry dates ranging from January 6, 2025 to August 17, 2025 and vest at 12.5% per quarter for the first two years following the date of grant. During the year ended December 31, 2019, the Company granted 396,500 incentive stock options to its directors, officers, employees and consultants. The options are exercisable at an exercise prices ranging from $2.20 to $4.40 per Common 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. The following is a summary of the changes in the Company’s stock options from December 31, 2019 to December 31, 2021: Number of Options Weighted Average Exercise Price Outstanding, December 31, 2018 959,100 $ 3.40 Granted 396,500 $ 3.10 Expired (31,500 ) $ 6.50 Cancelled (224,700 ) $ 3.20 Forfeited (79,400 ) $ 5.40 Exercised (62,250 ) $ 2.80 Outstanding, December 31, 2019 957,750 $ 3.10 Granted 382,000 $ 2.80 Expired (9,000 ) $ 5.00 Cancelled (180,125 ) $ 3.00 Exercised (123,375 ) $ 2.40 Outstanding, December 31, 2020 1,027,250 $ 3.10 Granted 680,000 $ 2.60 Expired (5,000 ) $ 2.00 Cancelled (25,000 ) $ 2.60 Exercised (99,500 ) $ 2.10 Outstanding, December 31, 2021 1,577,750 $ 3.00 As of December 31, 2021, the following the Company stock options were outstanding: Exercise Expiry Options Outstanding Exercisable Unvested Price Date December 31, 2021 $ 2.60 September 22, 2026 650,000 81,250 568,750 $ 3.70 May 24, 2026 30,000 7,500 22,500 $ 5.00 August 17, 2025 72,000 45,000 27,000 $ 2.20 May 4, 2025 203,125 152,344 50,781 $ 4.40 November 1, 2024 110,000 110,000 - $ 2.00 July 29, 2024 144,875 144,875 - $ 3.30 October 17, 2023 61,000 61,000 - $ 2.80 April 6, 2023 59,750 59,750 - $ 3.10 February 20, 2023 20,000 20,000 - $ 3.50 September 1, 2022 86,000 86,000 - $ 3.30 June 12, 2022 79,000 79,000 - $ 4.90 January 12, 2022 62,000 62,000 - 1,577,750 908,719 669,031 Share-based payment expenses resulting from stock options are amortized over the corresponding vesting periods. During the years ended December 31, 2021, 2020 and 2019, the share-based payment expenses were calculated using the following weighted average assumptions: Year ended December 31 2021 2020 2019 Risk-free interest rate 1.46 % 1.46 % 1.54 % Expected life of options in years 4.54 4.06 4.5 Expected volatility 105.91 % 132.74 % 132.75 % Expected dividend yield Nil Nil Nil Expected forfeiture rate 12 % 12 % 12 % Weighted average fair value of options granted during the period $ 2.01 $ 3.00 $ 3.10 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, 2021, 2020, and 2019, share-based payments were recorded as follows: SILVER ELEPHANT MINING CORP. Share-based expense for the year ended December 31 2021 2021 2020 2019 Consolidated Statement of Operations Share based payments 583,801 770,617 707,802 $ 583,801 $ 770,617 $ 707,802 Consolidated Statement of Financial Position Gibellini exploration 89,452 124,855 79,888 Pulacayo exploration 70,059 86,772 39,139 159,511 211,627 119,027 Total share-based payments $ 743,312 $ 982,244 $ 826,829 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 $5 to $6.50, the Company granted 127,500 new stock options to such individuals with an expiry date of July 29, 2024 at an exercise price of $2 per Common Share subject to a two-year vesting schedule whereby 12.5% vest per quarter following the date of grant. During the year ended December 31, 2020, the re-issuing of these options was approved by the TSX and by the shareholders. There was no increase to the incremental fair value of the share options as a result of these modifications. The impact of these modifications was calculated using the following weighted average assumptions: (1) a risk-free interest rate of 1.46%; (2) expected life of five years; (3) expected volatility of 133.89%, (4) forfeiture rate of 12%, and (5) dividend yield of nil. (d) Share purchase warrants The following is a summary of the changes in The Company’s share purchase warrants from December 31, 2019 to December 31, 2021: Number of Warrants Weighted Average Exercise Price Outstanding, December 31, 2018 2,731,803 $ 4.40 Exercised (65,143 ) $ 3.80 Outstanding, December 31, 2019 2,666,660 $ 4.40 Issued 1,669,190 $ 1.80 Expired (275,976 ) $ 5.10 Exercised (1,402,767 ) $ 2.20 Outstanding, December 31, 2020 2,657,107 $ 2.30 Issued 335,405 $ 4.54 Expired (254,691 ) $ 3.33 Exercised (1,268,341 ) $ 2.57 Outstanding, December 31, 2021 1,469,480 $ 2.39 On February 8, 2021, the Company issued 300,000 Share purchase warrants as a part of consideration for mining claims acquisition (Note 15). The fair value of $886,544 of the issued warrants determined using the Black-Scholes option pricing model using the following assumptions: (1) a risk-free interest rate of 0.2%; (2) expected life of two years; (3) expected volatility of 137%, and (4) dividend yield of nil. As of December 31, 2021, the following share purchase warrants were outstanding: Exercise Price Expiry Date Number of Warrants at December 31, 2021 $ 4.76 February 8, 2023 300,000 $ 1.60 May 20, 2023 496,200 $ 1.60 May 1, 2023 463,800 $ 2.60 October 21, 2022 14,100 $ 2.60 September 22, 2022 21,305 $ 2.60 June 13, 2022 52,159 $ 2.60 April 12, 2022 100,250 $ 2.60 January 13, 2022 21,666 1,469,480 |