SHARE CAPITAL | 12. SHARE CAPITAL a) Authorized: Unlimited common shares without par value. b) Share capital transactions: 2022 Transactions On May 3, 2021, the Company issued 41,488 common shares pursuant to the final deferred payment for the acquisition of IPA Europe. The common shares were valued at $ 0.5 million. On April 13, 2022, the Company issued 4,077,774 common shares pursuant to the acquisition of BioStrand (Note 6). The common shares were valued at $ 29.1 million. During the year ended April 30, 2022, the Company issued 188,000 common shares pursuant to the exercise of stock options for total gross proceeds of $ 0.6 million. A value of $ 0.4 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was $ 7.95 . During the year ended April 30, 2022, the Company issued 925,076 common shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $ 3.2 million. A value of $ 0.3 million was transferred from contributed surplus to share capital as a result. During the year ended April 30, 2022, the Company issued 75,292 common shares with a value of $ 0.3 million pursuant to the conversion of $ 0.3 million principal balance of convertible debentures. 2023 Transactions During the year ended April 30, 2023, the Company issued 263,537 common shares pursuant to the exercise of stock options for total gross proceeds of $ 0.7 million. A value of $ 0.8 million was transferred from contributed surplus to share capital as a result. The weighted average share price at the dates the stock options were exercised was U.S.$ 4.50 . During the year ended April 30, 2023, the Company issued 309,877 common shares with a value of $ 1.3 million pursuant to the conversion of $ 1.3 million principal balance of convertible debentures. 2024 Transactions During the year ended April 30, 2024, the Company issued 1,265,000 common shares in an underwritten public offering, including 165,000 common shares issued pursuant to the full exercise by the underwriter of its over-allotment option. The public offering price for each common share, before the underwriter's discount and commissions, was U.S.$ 1.00 . During the year ended April 30, 2024, the Company established an at-the-market equity offering facility ("ATM Facility") with Clear Street LLC, replacing its previous ATM Facility with Jefferies LLC, which was terminated on February 1, 2024. An Open Market Sales Agreement ("ATM Agreement") was entered into with Clear Street LLC, as sole sales agent ("Agent") on February 23, 2024. The Company is entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell, through the Agent common shares of the Company. On February 23, 2024, in connection with the ATM facility, the Company filed a prospectus supplement permitting the sales of common shares having an aggregate gross sales price of up to US$ 60.0 million. Sales of the common shares will be made in transactions that are deemed to be "at-the-market distributions" as defined in Rule 415(a)(4) of the United Securities Act of 1933, as amended, including, without limitation, sales made directly on Nasdaq or any other existing trading market for the common shares in the United States. Common shares will only be sold on the facilities of an exchange or market outside Canada to purchasers who the Company has no reason to believe are resident in Canada and, in all others cases, to purchasers who are not located or resident in Canada. The Company will determine, at its sole discretion, the date, minimum price and maximum number of common shares to be sold under the ATM Facility. The common shares will be distributed from time to time in negotiated transactions, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any common shares at any time during the term of the ATM Facility. In fiscal 2024, 629,240 common shares were sold under the ATM with proceeds net of commissions of $1.8 million. From May 1, 2024 through July 26, 2024, 357,760 common shares were sold under the ATM with proceeds net of commissions of $0.5 million. c) Options The following table summarizes stock option awards during the years ended April 30, 2024, 2023 and 2022, including the fair value determined using the Black-Scholes option pricing model: Grant date Stock Exercisable price/option Awarded to Share price Dividend yield Expected volatility Risk-free rate Expected life Fair value January 2, 2022 (1) 28,250 6.89 Directors 6.89 0 % 77 % 1.18 % 4.0 years $ 0.1 million January 7, 2022 (2) 225,000 7.94 Officers and employees 7.94 0 % 77 % 1.42 % 5.0 years $ 1.1 million January 7, 2022 (2) 113,000 7.94 Employees 7.94 0 % 77 % 1.42 % 4.7 years $ 0.5 million January 13, 2022 (4) 15,000 8.30 Officer 8.30 0 % 77 % 1.43 % 1.0 years $ 0.04 million January 13, 2022 (2) 24,000 8.30 Employees 8.30 0 % 77 % 1.43 % 4.7 years $ 0.1 million March 11, 2022 (5) 25,000 6.35 Consultant 4.67 0 % 76 % 1.77 % 2.0 years $ 0.03 million May 15, 2022 (2) 80,000 5.79 Employees 3.79 0 % 77 % 2.73 % 5.0 years $ 0.3 million February 19, 2023 (1) 29,060 4.10 (7) Directors 4.10 (7) 0 % 77 % 3.57 % 4.0 years $ 0.1 million February 19, 2023 (2) 609,452 4.10 (7) Officers and employees 4.10 (7) 0 % 77 % 3.57 % 5.0 years $ 2.2 million January 19, 2024 (6) 240,000 1.48 (7) Directors 1.48 (7) 0 % 77 % 3.64 % 5.0 years $ 0.4 million January 4, 2023 (6) 8,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 12 thousand January 23, 2023 (6) 8,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 12 thousand March 1, 2023 (6) 8,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 12 thousand March 15, 2023 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand April 2, 2023 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand May 8, 2023 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand May 23, 2023 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand June 11, 2023 (6) 8,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 12 thousand August 8, 2023 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand November 13, 2023 (6) 8,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 12 thousand January 1, 2024 (6) 12,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 18 thousand February 1, 2024 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand February 19, 2024 (6) 12,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 18 thousand February 20, 2024 (6) 4,000 1.47 (7) Employees 1.47 (7) 0 % 77 % 3.68 % 10 years $ 6 thousand (1) Vesting conditions are as follows: one-quarter 3 months after grant date; one-quarter 6 months after grant date; one-quarter 9 months after grant date; and one-quarter 12 months after grant date. (2) Vesting conditions are as follows: one-third 6 months after grant date; one-third 12 months after grant date; and one-third 18 months after grant date. (3) Vesting conditions are as follows: one-third one year after grant date; one-third two years after grand date; and one-third three years after grant date. (4) Vesting conditions are as follows: one-third 2 months after grant date; one-third 4 months after grant date; and one-third 6 months after grant date. (5) Vesting conditions are as follows: one-half 3 months after grant date; one-half 6 months after grant date. (6) Vesting conditions are as follows: one-fourth one year from hire date; one thirty-sixth each month after hire date . (7) Priced in U.S.$ Expected volatility of options granted is based on the historical volatility of the company from January 1, 2019 to the option grant date. During the year ended April 30, 2024, the Company has recorded $ 1.5 million (2023 - $ 1.9 and 2022 - $ 3.1 million) of share-based payments expense. The changes in the stock options for the years ended April 30, 2024, 2023 and 2022 are as follows: Number of Weighted Weighted Balance, April 30, 2022 (outstanding) 1,624,150 8.29 2.88 Granted 718,512 5.58 — Exercised ( 318,725 ) 3.27 — Expired ( 115,174 ) 9.35 — Forfeited ( 24,335 ) 9.45 — Balance, April 30, 2023 (outstanding) 1,884,428 8.03 3.27 Granted 332,000 2.02 — Expired ( 577,335 ) 7.15 — Forfeited ( 117,726 ) 4.15 — Balance, April 30, 2024 (outstanding) 1,521,367 7.17 3.47 Unvested ( 460,595 ) 3.26 5.25 Exercisable, April 30, 2024 1,060,772 8.87 2.70 Details of the options outstanding as at April 30, 2024 are as follows: Expiry Date Exercise Remaining Options Unvested Exercisable September 1, 2025 8.50 1.34 220,000 — 220,000 January 6, 2026 20.30 1.69 158,000 — 158,000 May 9, 2026 (1) 6.89 1.68 5,650 - 5,650 January 2, 2026 7.94 2.69 235,000 — 235,000 January 7, 2027 8.30 2.71 16,000 - 16,000 May 15, 2027 5.79 3.04 72,000 - 72,000 February 19, 2027 (2) 5.61 2.81 7,265 - 7,265 February 19, 2028 (2) 5.61 3.81 475,452 158,484 316,968 January 19, 2034 (3) 2.03 4.73 240,000 217,778 22,222 January 4, 2033 (4) 2.01 8.69 8,000 5,667 2,333 January 23, 2033 (4) 2.01 8.74 8,000 5,667 2,333 March 1, 2033 (4) 2.01 8.84 8,000 6,000 2,000 March 15, 2033 (4) 2.01 8.88 4,000 3,000 1,000 April 2, 2033 (4) 2.01 8.93 4,000 4,000 — May 8, 2033 (4) 2.01 9.03 4,000 4,000 — May 23, 2033 (4) 2.01 9.07 4,000 4,000 — June 11, 2033 (4) 2.01 9.12 8,000 8,000 — August 8, 2033 (4) 2.01 9.28 4,000 4,000 — November 13, 2033 (4) 2.01 9.55 8,000 8,000 — January 1, 2034 (4) 2.01 9.68 12,000 12,000 — February 1, 2034 (4) 2.01 9.76 4,000 4,000 — February 19, 2034 (4) 2.01 9.81 12,000 12,000 — February 20, 2034 (4) 2.01 9.82 4,000 4,000 — 7.17 3.47 1,521,367 460,595 1,060,772 (1) Exercise price of U.S.$ 7.72 . The figure in the table above is translated at the April 30, 2024 rate. (2) Exercise price of U.S.$ 4.10 . The figure in the table above is translated at the April 30, 2024 rate. (3) Exercise price of U.S.$ 1.48 . The figure in the table above is translated at the April 30, 2024 rate. (4) Exercise price of U.S.$ 1.47 . The figure in the table above is translated at the April 30, 2024 rate. d) Warrants The changes in the warrants for the years ended April 30, 2024, 2023 and 2022 are as follows: Number of Weighted Weighted Balance, April 30, 2021 878,300 3.50 0.90 Exercised ( 878,300 ) 3.50 — Balance, April 30, 2024, 2023 and 2022 — — — d) Finder’s Warrants The changes in the finder’s warrants for the years ended April 30, 2024, 2023 and 2022 are as follows: Number of Weighted average Weighted average life Balance, April 30, 2022 130,111 21.59 3.77 Exercised — — — Balance, April 30, 2023 130,111 22.77 2.77 Issued 56,650 1.37 4.61 Exercised — — — Balance, April 30, 2024 186,761 16.44 2.62 Details of the finder’s warrants outstanding as at April 30, 2024 are as follows: Expiry Date Exercise price Remaining life Warrants February 3, 2026 (1) 23.00 1.76 130,111 December 8, 2028 (2) 1.37 4.61 56,650 (1) Exercise price of U.S.$ 16.81 . The figure in the table above is translated at the April 30, 2024 rate. (2) Exercise price of U.S.$ 1.00 . The figure in the table above is translated at the April 30, 2024 rate. |