SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS | NOTE 10 - SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS Authorized Capital The holders of the Company’s common stock are entitled to one vote per share. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. Upon the liquidation, dissolution, or winding up of the Company, holders of common stock are entitled to share rateably in all assets of the Company that are legally available for distribution. As of December 31, 2017 and 2016, an unlimited number of common shares were authorized for issuance. Shares Issued for Accounts Payable On February 7, 2017, the Company issued 53,788 shares of its common stock in exchange for approximately $83,338 of its accounts payable outstanding with certain creditors. Private Placements On January 4, 2016, the Company completed a private placement raising gross proceeds of CAD $300,000 (USD $216,534) through the subscription for 101,009 common shares at a price of CAD $2.97 (USD $2.14) per common share, and warrants to purchase an aggregate of 101,009 common shares at an exercise price of CAD $3.50 (USD $2.60 as of December 31, 2016). The warrants are exercisable immediately upon issuance and have a term of five years. Of the total amount received, CAD $275,000 (USD $198,298) was received in December of 2015 while the remainder CAD $25,000 (USD $18,236) was received in the three months ended March 31, 2016. As of December 31, 2015, the Company accounted for the proceeds of $198,298 as subscriptions payable. During April 2016, the Company initiated a private placement offering for the sale of units of its securities for a price per unit of CAD $1.70 (USD $1.34). Each unit consisted of one share of the Company’s common stock and one warrant to purchase a share of common stock at CAD $2.60 (USD $1.93 as of December 31, 2016) per share, with a term of five years. During April and May 2016 the Company raised gross and net proceeds of CAD $791,090 (USD $622,174) through the issuance of 465,347 units. On September 2, 2016 the Company completed a private placement issuing 1,078,458 units at CAD $1.70 (USD $1.32) per unit for total gross proceeds of CAD $1,833,378 (USD $1,423,618) and net proceeds of CAD $1,830,029 (USD $1,407,841). Each unit consisted of one common share of the Company and one warrant at an exercise price of CAD $2.80 (USD $2.08 as of December 31, 2016) which expire five years after the date of issuance. During December 2016, the Company completed a private placement and issued 1,010,950 units at CAD $1.20 (USD $.90) per unit for total gross proceeds of CAD $1,213,140 (USD $909,855) and total net proceeds of CAD $1,129,922 (USD $870,447). Each unit consisted of one common share of the Company and one warrant at an exercise price of CAD $2.80 (USD $2.08 as of December 31, 2016) which expires five years after the date of issuance. In connection with this private placement, the Company issued 40,276 broker warrants with identical terms to the warrants included in the units issued in the private placement. On March 31, 2017, the Company completed a private placement of 634,424 units at a price of CAD $1.75 (USD $1.35) per unit for gross proceeds of CAD $1,110,263 (USD $835,805) and net proceeds of CAD $1,066,223 (USD $801,160). Each unit consisted of one share of the Company’s common stock and a warrant for the purchase of one share of the Company’s common stock. Each warrant is immediately exercisable at a price of CAD $3.25 and expires five years from the date of issuance. On September 15, 2017, the Company completed a private placement of 509,763 units at a price of CAD $0.90 (USD $0.74) per unit for gross proceeds of CAD $458,787 (USD $376,022) and net proceeds of CAD $418,880 (USD $343,105). Each unit consisted of one share of common stock and one warrant. Each warrant is immediately exercisable at a price of CAD $1.40 and expires five years from the date of issuance. The Company also issued broker warrants to purchase 21,751 shares of common stock at a price of CAD $1.40 per common share, which expire two years from the date of issuance. On December 29, 2017, the Company completed a private placement of 426,334 units at a price of CAD $0.90 (USD $0.72) per unit for gross proceeds of CAD $383,071 (USD $305,918) and net proceeds of CAD $367,059 (USD $293,131). Each unit consisted of one share of common stock and a warrant to purchase one half of one share of common stock. Each warrant is immediately exercisable at a price of CAD $1.50 and expires two years from the date of issuance. The Company also issued broker warrants to purchase 9,310 shares of common stock at a price of CAD $1.50 per common share, which expire two years from the date of issuance. Incentive Stock Option Plan The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation. Shareholders of the Company approved the Plan on June 30, 2008 and amendments to the Plan on June 20, 2013, and the Board of Directors approved additional changes to the Plan on September 12, 2015. The purpose of the Plan is to attract, retain and motivate directors, management, staff and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth. The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10% of the issued and outstanding common shares at the time stock options are granted. As of December 31, 2017, a total of 20,510,000 common shares were outstanding, and at that date the maximum number of stock options eligible for issue under the Plan was 2,051,000. At December 31, 2016, a total of 18,886,497 common shares were outstanding, and at that date the maximum number of stock options eligible for issue under the Plan was 1,888,650 (10% of the issued and outstanding common shares). Acquisition of Common Shares During the three months ended September 30, 2017, the Company received into treasury an aggregate of 306 common shares from two shareholders for no consideration. The Company has included these shares in Treasury Shares on its consolidated balance sheets. Stock Option Grants On October 4, 2016, the Company granted options under the Plan for the purchase of an aggregate of 1,075,000 shares of common stock to ten individuals consisting of officers, consultants, directors and employees of the Company. The options have a five year term, an exercise price of CAD $2.50 (USD $1.97 as of December 31, 2017), and vest equally in thirds commencing initially on the date of grant and thereafter on October 31, 2016, and March 31, 2017. On October 6, 2017, the Company granted options under the Plan for the purchase of an aggregate of 825,000 shares of common stock to five individuals consisting of directors and officers of the Company. The options have a five year term, an exercise price of CAD $1.60 (USD $1.26 as of December 31, 2017), and vest equally in thirds commencing initially on the date of grant and thereafter on October 31, 2017, and March 31, 2018. Stock Options Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (years) Weighted Average Grant Date Fair Value Intrinsic Value Outstanding - January 1, 2017 1,346,996 $ 2.37 Granted 825,000 $ 1.28 Expired, forfeited, or cancelled (325,000 ) $ 1.90 Exercised - - Outstanding December 31, 2017 1,846,996 $ 1.92 4.11 $ 0.42 $ - Exercisable, December 31, 2017 1,571,996 $ 2.06 4.11 $ 0.46 $ - The Company’s stock based compensation expense related to stock options for the years ended December 31, 2017 and 2016 was $209,435 and $152,322, respectively. As of December 31, 2017, the Company had $19,038 in unamortized stock option expense, which will be amortized over a period of 0.25 years. The Company utilized the Black-Scholes option pricing model to determine the fair value of these stock options, using the assumptions as outlined below. For the Year Ended 2017 2016 Stock Price $ 1.05 $ 1.74 Exercise Price $ 1.60 $ 1.90 Number of Options Granted 825,000 1,075,000 Dividend Yield 0 % 0 % Expected Volatility 52 % 75 % Weighted Average Risk-Free Interest Rate 1.64 % 1.22 % Expected life (in years) 2.59 2.59 Warrants Number of Shares Weighted Average Exercise Price Weighted Average Contractual Life (years) Intrinsic Value Outstanding, January 1, 2017 2,696,040 $ 2.08 Issued 1,399,523 $ 1.80 Outstanding, December 31, 2017 4,095,563 $ 2.27 3.70 $ - Exercisable, December 31, 2017 4,095,563 $ 2.27 3.70 $ - |