EQUITY | 17. 17.1 SHARE CAPITAL Authorized share capital Unlimited number of common shares voting and participating, with no par value For the years ended December 31, 2022 December 31, 2021 Shares issued at the start of the period 55,118,316 27,299,332 Shares issued from offering 502,082 11,479,977 Warrants exercised — 7,821,700 Options exercised 253,500 720,201 Shares issued for conversion of 2020 Convertible Note — 7,500,000 Shares issued for interest payment — 297,106 Shares issued at the end of period 55,873,898 55,118,316 On January 20, 2021, the Company concluded an underwritten public offering agreement for 1,034,500 common shares, at a price of $14.50 per share for gross proceeds of $15M. The buyers exercised their option to purchase an additional 155,175 common shares. The total gross proceeds obtained from this public offering agreement sum up to $17.25M. On February 12, 2021, the Company closed a private placement equity financing totaling $5.750M and the Company issued a total of 396,552 common shares at a price of $14.50 per share. Of this amount, Investissement Québec, acting as mandatory for the government of Québec, subscribed for 317,241 common shares, and Pallinghurst, subscribed for the remainder of the common shares. On June 23, 2021, the Company concluded an underwritten public offering agreement for 7,000,000 common shares, at a price of $9.22 (US$7.50) per share for gross proceeds of $64.5M (US$52.5M). The buyers exercised their option to purchase an additional 915,000 common shares. The total gross proceeds obtained from this public offering agreement sum up to $72.9M (US$59.4M). Of this amount, Pallinghurst purchased 66,666 common shares. On July 23, 2021, the Company closed a private placement equity financing with Investissement Québec, acting as mandatory for the government of Québec, and issued a total of 1,978,750 common shares at a price of $9.25 per share for total proceeds of $18.3M. This financing was complemented in the context of the underwritten public offering agreement closed on June 23, 2021. On January 21, 2022, the Company filed a prospectus supplement establishing a new at-the-market equity offering (“ATM Offering”). The ATM Offering allows the Company to offer for sale and issue up to US$75 million (or the equivalent in Canadian dollars) of common shares of the Company from time to time, at the Company’s discretion. For the year ended December 31, 2022, the Company issued 502,082 common shares at an average price of $7.94 for gross proceeds of $3,987, commissions of $100, for total net proceeds of $3,887. 17.2 LOSS PER SHARE The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders and weighted average number of shares outstanding, including shares to be issued for payment of interest on the convertible notes. The calculation of diluted loss per share takes into account the effects of all dilutive potential ordinary shares. For the years ended December 31, 2022 December 31, 2021 Loss attributable to the ordinary equity holders of the Company 47,714 39,890 Gain on change in fair value of embedded derivatives (i) (3,850) — Loss attributable to the ordinary equity holders of the Company used in calculation of the diluted loss per share 51,564 39,890 Basic weighted average number of shares outstanding 55,600,636 42,971,152 Dilutive effect of 2022 Convertibles Notes 1,452,055 — Dilutive weighted average number of shares outstanding 57,052,691 42,971,152 Basic loss per share 0.86 0.93 Diluted loss per share 0.90 0.93 (i) Excludes the portion of the change in fair value of the embedded derivative attributable to the underlying warrants. The other potentially dilutive instruments, namely the options (see note 17.4), the warrants (see note 17.3), the underlying warrants of the 2022 Convertible Notes and the shares underlying the 2020 Convertible Notes (see note 15) are anti-dilutive for all periods presented. 17.3 WARRANTS December 31, 2022 December 31, 2021 Weighted average Weighted average exercise price exercise price Number $ Number $ Opening balance — — 7,853,439 2.26 Issued — — — — Exercised — — (7,821,700) 2.25 Expired — — (31,739) 3.50 Ending balance — — — — 17.4 SHARE-BASED PAYMENTS The Board of Directors determines the price per common share and the number of common shares which may be allocated to each director, officer, employee and consultant and all other terms and conditions of the option, subject to the rules of the TSXV. The plan has a policy that caps the maximum of total options that can be granted to 10% of the total outstanding shares of the Company. All share-based payments will be settled in equity. The Company has no legal or contractual obligation to repurchase or settle the options in cash. The Company’s share options are as follows for the year ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Weighted average Weighted average exercise price exercise price Number $ Number $ Opening balance 2,352,249 7.07 2,400,000 3.20 Granted 2,219,304 8.13 735,000 15.95 Exercised (253,500) 2.90 (720,201) 3.06 Expired (385,000) 12.21 (51,300) 7.00 Forfeited (21,249) 9.47 (1,250) 16.84 Cancelled — — (10,000) 16.84 Ending balance 3,911,804 7.42 2,352,249 7.07 Options that can be exercised 2,872,500 7.22 2,058,500 7.30 The weighted average share price at the time of exercise for 2022 is $7.91 ($13.45 in 2021). For the year ended December 31, 2022, the Company granted 525,000 options to officers, 247,500 to directors, 682,000 to employees, and 764,804 to consultants. The vesting period on options granted varies from vesting immediately to four semi-annual tranches. Each option entitles the holder to subscribe to one common share of the Company, at an average price of $8.13 per common share, for a period of 4.11 years. Total expenses arising from share-based transactions recognized during the year amount to $9,628 ($6,676 in 2021) out of which 922$ (nil in 2021) have been capitalized in property, plant and equipment. For the year ended December 31, 2021, the Company granted 245,000 options to officers, 375,000 to directors, 105,000 to employees, and 10,000 to consultants. The vesting period on options granted varies from vesting immediately to four semi-annual tranches. Each option entitles the holder to subscribe to one common share of the Company, at an average price of $15.95 per common share, for a period of 5 years The weighted average fair value of the share options granted were estimated using the Black-Scholes option pricing model based on the following average assumptions: 2022 2021 Share price at date of grant $ 8.13 $ 15.95 Expected life 4.11 years 5 years Risk-free interest rate 2.33 % 0.82 % Expected volatility 81.49 % 67.86 % Expected dividend Nil Nil Fair value per option $ 4.79 $ 8.95 The expected annualized volatility was based on historical data for the Company. The fair value of the share options is amortized over the vesting period, considering expected forfeitures. The strike price of share options issued are exercisable at the share’s closing price on the last trading day prior to the grant. December 31, 2022 Weighted average exercise price Expiration date Total number Total exercisable $ Year 2023 330,000 330,000 3.45 Year 2024 895,304 370,000 6.56 Year 2025 772,500 772,500 3.33 Year 2026 490,000 490,000 16.31 Year 2027 1,424,000 910,000 8.06 Ending balance 3,911,804 2,872,500 7.42 |