16. Capital Stock | 16. Capital Stock The Company’s authorized share capital comprises 900,000,000 Common Shares, with a $0.0001 par value per share. On 12 August 2019, the Company issued a total of 4,337,111 common shares of the Company in connection with the Purchase Agreement, NMG SD Settlement Agreement and the Lease Assignment Agreement valued at $2,752,782 (Notes 9 and 18). On 12 August 2019, the Company issued 81,591 common shares upon exercise of 81,591 warrants at a price of CAD$0.66 per common share for aggregate proceeds of $40,688 (CAD$53,850). On 12 September 2019, the Company issued 38,912 common shares upon exercise of 38,912 warrants at a price of CAD$0.66 per common share for aggregate proceeds of $19,405 (CAD$25,682). On 4 October 2019, the Company issued 22,727 common shares upon exercise of 22,727 warrants at a price of CAD$0.90 per common share for aggregate proceeds of $15,455 (CAD$20,454). On 4 November 2019, the Company issued 22,485 common shares upon exercise of 22,485 warrants at a price of CAD$0.90 per common share for aggregate proceeds of $15,291 (CAD$20,236). On 14 November 2019, the Company issued 70,500 previous escrowed shares with a fair value of $17,786 to Toro Pacific Management Inc. in connection with the acquisition of NMG (Note 18). On 24 April 2020, the Company issued 2,681,004 common shares valued at $1,342,175 (CAD$1,796,272) in relation to NMG SD Settlement Agreement (Notes 9 and 18). On 14 May 2020, the Company issued 70,500 previous escrowed shares with a fair value of $15,760 to Toro Pacific Management Inc. in connection with the acquisition of NMG. On 1 July 2020, the Company issued 2,909,091 shares of common stock valued at $1,197,084 to Australis pursuant to the conversion of the convertible debenture (Note 10). On 21 October 2020, the Company issued 793,466 common shares valued at $297,042 in relation to acquiring the remaining 70% interest in NMG Ohio (Notes 8 and 11). On 14 November 2020, the Company issued 70,500 previously escrowed shares with a fair value of $19,703 to Toro Pacific Management Inc. in connection with the acquisition of NMG. During the year ended July 31, 2021, the Company issued 700,000 common shares upon exercise of 700,000 stock option awards with an exercise price of CAD$0.57 per common share for proceeds of $317,045 (CAD$399,000). The Company has 2,681,006 common shares held in escrow, in which a portion are subject to not be released, but eventually returned and cancelled attributed to its acquisition of the ShowGrow Long Beach dispensary (Notes 9 and 11). Stock options The Company previously approved an incentive stock option plan, pursuant to which the Company may grant stock options up to an aggregate of 10% of the issued and outstanding common shares in the capital of the Company from time to time. Number of options Weighted average exercise price Weighted average contractual term remaining (in years) Aggregate intrinsic value Outstanding at 31 July 2019 6,075,000 CAD$ 0.62 3.69 CAD$ 1,675,750 Granted 5,505,000 CAD$ 0.80 Cancelled (2,425,000 ) CAD$ 0.73 Outstanding at 31 July 2020 9,155,000 CAD$ 0.70 3.48 CAD$ - Granted 1,500,000 CAD$ 0.61 Cancelled (100,000 ) CAD$ 0.66 Exercised (700,000 ) CAD$ 0.57 Outstanding at 31 July 2021 9,855,000 CAD$ 0.71 2.76 CAD$ 3,750 Vested and fully exercisable at 31 July 2021 7,055,000 CAD$ 0.70 2.30 CAD$ 2,812 On 21 August 2019, the Company issued 2,850,000 stock options with an exercise price of CAD$0.88 per share for a term of five years expiring on 21 August 2024. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. During the year ended 31 July 2020, the Company cancelled 950,000 stock options in this series due to forfeiture. The total fair value of the stock options granted was calculated to be $1,373,856 (CAD$1,818,232) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 195 % Expected dividend yield 0 % Risk-free interest rate 1.28 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $314,758 (CAD$405,450) (2020 - $977,571 (CAD$1,315,178)) related to these options. On 1 October 2019, the Company issued 250,000 stock options with an exercise price of CAD$0.93 per share for a term of five years expiring on 1 October 2024. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant,25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $145,045 (CAD$191,960) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 194 % Expected dividend yield 0 % Risk-free interest rate 1.37 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $42,840 (CAD$55,183) (2020 - $103,570 (CAD$139,338)) related to these options. On 23 January 2020, the Company issued 200,000 stock options with an exercise price of CAD$0.88 per share for a term of five years expiring on 23 January 2025. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $68,645 (CAD$90,608) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 173 % Expected dividend yield 0 % Risk-free interest rate 1.43 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $28,055 (CAD$36,139) (2020 - $35,470 (CAD$47,719)) related to these options. On 1 March 2020, the Company issued 250,000 stock options with an exercise price of CAD$0.41 per share for a term of five years expiring on 1 March 2025. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant,25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $56,287 (CAD$75,331) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 127 % Expected dividend yield 0 % Risk-free interest rate 1.11 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $28,022 (CAD$36,096) (2020 - $24,303 (CAD$32,696)) related to these options. On 30 April 2020, the Company issued 1,375,000 stock options with an exercise price of CAD$0.67 per share for a term of five years expiring on 30 April 2025. The options are subject to vesting provisions such that25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $524,432 (CAD$701,863) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 133 % Expected dividend yield 0 % Risk-free interest rate 0.32 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $328,055 (CAD$422,580) (2020 - $137,368 (CAD$184,808)) related to these options. On 7 July 2020, the Company cancelled 350,000stock options with an exercise price of CAD$0.88 per share, 80,000 stock options with an exercise price of CAD$0.57 per share and 150,000 stock options with an exercise price of CAD$0.57. Subsequently, the Company issued replacement stock options of 350,000 stock options with an exercise price of CAD$0.88 per share, 80,000 stock options with an exercise price of CAD$0.57 per share and 150,000 stock options with an exercise price of CAD$0.61 under the same vesting provisions and expiry dates as the original stock options. The incremental fair value based on the difference between the replacement and original stock options immediately before they were modified was calculated to be $Nil (CAD$Nil) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 2.066 years Expected volatility 116 % Expected dividend yield 0 % Risk-free interest rate 0.25 % On 6 March 2021, the Company issued 1,250,000 stock options with an exercise price of CAD$0.68 per share for a term of five years expiring on 5 March 2026. The options are subject to vesting provisions such that 25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $456,211 (CAD$577,928) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 3.125 years Expected volatility 112 % Expected dividend yield 0 % Risk-free interest rate 0.49 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $194,729 (CAD$250,837) (2020 - $Nil) related to these options. On 5 April 2021, the Company issued 250,000 stock options with an exercise price of CAD$0.65 per share for a term oft three years expiring on 4 April 2024. The options are subject to vesting provisions such that25% of the options vest six months from the date of grant, 25% of the options vest twelve months from the date of grant, 25% of the options vest eighteen months from the date of grant and 25% of the options vest twenty-four months from the date of grant. The total fair value of the stock options granted was calculated to be $65,795 (CAD$82,409) using the Black-Scholes Option Pricing Model with the following assumptions: Expected life of the options 1.81 years Expected volatility 101 % Expected dividend yield 0 % Risk-free interest rate 0.51 % During the year ended 31 July 2021, the Company recorded a stock-based compensation of $39,096 (CAD$50,361) (2020 - $Nil) related to these options. Share purchase warrants and brokers’ warrants Number of warrants Weighted average exercise price Outstanding at 31 July 2019 22,514,771 CAD$1.22 Exercised (165,715 ) CAD$0.73 Expired (9,933,772 ) CAD$0.89 Outstanding at 31 July 2020 12,415,284 CAD$1.49 Issued 4,800,000 USD$0.40 Outstanding at 31 July 2021 (1) 17,215,284 CAD$1.21 (1) This figure does not include 3,200,000 warrants issued to the Agent pursuant to the Loan Agreement, which warrants are held in escrow by us and are to be released to the Agent if we draw on the Delayed Draw Term Loan by December 31, 2021, or cancelled if we do not draw on the Delayed Draw Term Loan. Each warrant, if released to the Agent, will entitle the holder to acquire one share of common stock at an exercise price of US$0.45 per share until July 19, 2025. As of 31 July 2021, the following warrants are outstanding: Number of warrants outstanding and exercisable Exercise price Expiry dates 11,780,134 CAD$ 1.50 17 May 2023 635,150 CAD$ 1.25 16 May 2023 4,800,000 USD$ 0.40 19 July 2025 17,215,284 CAD$ 1.21 |