EQUITY | 12. EQUITY a) Common share transactions During the three months ended November 30, 2024: During the three months ended November 30, 2024, the Company entered into an agreement with certain related parties to settle outstanding payables related to prior management and consulting services. Under the terms of the agreement, payables of $214,782 were settled through the issuance of 1,073,912 common shares, with a fair value of $214,782, of which $107 was allocated to common stock and $214,675 was allocated to additional paid in capital. On November 14, 2024, the Company issued a total of 1,950,000 shares of common stock at $0.20 per share generating gross proceeds of $390,000. During the year ended August 31, 2024: The Company issued a total of 10,181,990 shares of common stock at $0.20 per share and 42,000 shares of common stock at $0.072 per share, generating gross proceeds of $2,039,343, of which $50,000 had been received during the year ended August 31, 2023. Of the 10,181,990 shares of common stock issued, 6,000,000 shares were issued to a shareholder under a share purchase agreement, resulting in cash proceeds of $1,199,920 during the year ended August 31, 2024. As part of the agreement, the shareholder has the option to appoint a member to the Board of Directors. The Company incurred a finder’s fee of $70,000 and share issuance costs of $50,000 in connection with these transactions. On August 16, 2024, the Company entered into an agreement with certain related parties to settle outstanding payables related to prior management and consulting services. Under the terms of the agreement, payables of $569,475 were settled through the issuance of 654,568 common shares, with a fair value of $65,457, of which $65 was allocated to common stock and $569,410 was allocated to additional paid in capital. The difference between the settlement amount and the par value of the shares was recognized as an additional capital contribution from the related parties and recorded under additional paid-in capital. b) Share purchase warrants The following table summarizes the continuity of share purchase warrants: Number of warrants Weighted average exercise price # $ Balance, August 31, 2023 5,459,000 1.06 Expired (4,459,000 ) 1.25 Balance, November 30, 2024 and August 31, 2024 1,000,000 0.20 As at November 30, 2024, there were 1,000,000 warrants outstanding. These warrants have exercise price of $0.20 and will expire on July 30, 2025. c) Stock options The Company measures equity-settled share-based payments at fair value on the grant date, recognizing share-based compensation expense over the vesting period based on the estimated number of equity instruments expected to vest and uses Plain Vanilla for calculating the expected terms of options. Any consideration received from stock option exercises is recorded as an increase to common stock and additional paid-in capital. A summary of the Company’s stock option activity is as follows: Number of options Weighted average exercise price Weighted average remaining contractual term Aggregate Intrinsic Value # $ Years $ Outstanding, August 31, 2024 12,640,000 0.21 - Granted 918,750 0.20 - Exercised (1,073,912 ) 0.20 - Expired (1,861,088 ) 0.20 - Outstanding, November 30, 2024 10,623,750 0.22 1.92 - Exercisable, November 30, 2024 8,866,667 0.22 1.43 - A summary of the Company’s outstanding stock options is as follows: Expiry date Number of options Weighted average exercise price Weighted average remaining contractual term # $ Years December 12, 2024 1,900,000 0.20 0.03 January 8, 2025 2,150,000 0.29 0.11 February 1, 2026 2,200,000 0.21 1.17 May 1, 2027 615,000 0.20 2.42 March 8, 2028 2,200,000 0.20 3.27 June 3, 2028 140,000 0.20 3.51 October 1, 2028 200,000 0.20 3.84 March 1, 2029 300,000 0.06 4.25 October 21, 2031 918,750 0.20 6.89 10,623,750 0.22 1.92 During the three months ended November 30, 2024, the Company incurred stock-based compensation of $53,941 from the vesting of stock options (2023 - $500,627). All stock-based compensation was recorded within consulting fees on the consolidated statements of operations and comprehensive loss. Granting of new stock options On March 1, 2024, the Company granted 300,000 options to a consultant with an exercise price of $0.06, expiring on March 1, 2029. The options vest in two equal tranches over six-month intervals. The fair value of these options was estimated at $27,573, using the Black-Scholes model with the following assumptions: stock price of $0.10, expected life of 5 years, risk-free interest rate of 4.17%, volatility of 179%, and no dividend yield. On October 21, 2024, the Company issued 918,750 options at an exercise price of $0.20 per share to a director, as part of his appointment. The options expire 7 years from the issuance date. The fair value of these options was estimated at $46,631, using the Black-Scholes model with the following assumptions: stock price of $0.05, expected life of 5 years, risk-free interest rate of 4.00%, volatility of 201%, and no dividend yield. Granting of performance-based options On January 1, 2024, the Company entered into a performance-based option agreement with a consultant, allowing for the potential vesting of up to 500,000 options upon meeting specified performance conditions. The options vest over a two-year period from the date each milestone is achieved. During the year ended August 31, 2024, 200,000 options were granted following the achievement of performance conditions. These options have an exercise price of $0.20, expire on October 1, 2028, and are scheduled to fully vest by February 13, 2026. On October 1, 2024, the Company amended the agreement to now provide for the grant of up to 700,000 performance-based options between October 1, 2024 and March 31, 2025. Pursuant to the amendment, the consultant will be granted a maximum of 100,000 options each time a sales contract with an annual value of $100,000 is signed. For any contracts with an annual value exceeding $1,500,000, the consultant will be awarded 200,000 options. Options granted pursuant to achievement of performance targets will vest over a two-year period from the date the contract is signed. The fair value of these options was $15,765 and was estimated using the Black-Scholes option pricing model, applying the following weighted average inputs: stock price of $0.085, expected life of 4.75 years calculated based on Plain Vanilla, risk-free interest rate of 3.93%, expected volatility of 178%, and no dividend yield. Modification of options On January 1, 2024, the Company modified the exercise price and vesting terms for 300,000 previously granted and unexercised options as follows: Number of stock options Original exercise price Original vesting terms Modified exercise price Modified vesting terms 300,000 $0.22 100,000 on October 1, 2024 100,000 on October 1, 2025 100,000 on October 1, 2026 $0.20 150,000 on January 1, 2024 150,000 on September 30, 2024 The adjustment was treated as a modification, requiring a remeasurement of the options’ fair value as of the modification date. The fair value was determined using the Black-Scholes option pricing model with the following inputs: stock price of $0.085, expected life of 4.75 years calculated based on Plain Vanilla, risk-free interest rate of 3.93%, expected volatility of 178%, and no dividend yield. This remeasurement resulted in an incremental stock-based compensation expense of $28,129. |