SHARE CAPITAL [Text Block] | 16. SHARE CAPITAL As required by IFRS, all references to share capital, common shares outstanding and per share amounts in these consolidated financial statements and the accompanying notes have been restated retrospectively to reflect a 2.5 to 1 share consolidation from July 9, 2020. The Company's outstanding options were adjusted on the same basis as the common shares, with proportionate adjustment being made to the exercise prices. Share Capital On July 9, 2020, the Company completed a share consolidation on a 2.5 to 1 basis. The share consolidation reduced the number of outstanding common shares from 119,557,943 to 47,823,177. No fractional common shares have been issued pursuant to the consolidation and any fractional common shares that would have otherwise been issued have been rounded down to the nearest whole number and cancelled. The Company is authorized to issue an unlimited number of common shares without par value. As at December 31, 2021, the number of total issued and outstanding common shares is 62,170,212 (December 31, 2020 - 54,608,177). Activities during the year ended December 31, 2021 At the Market ("ATM") Sales In the first quarter of 2021, the Company sold 41,000 shares under its ATM (as defined below) at an average price of $3.90 for gross proceeds of $159,713 and paid 2.75% brokers' fee in commission. In the second quarter of 2021, the Company sold 320,950 shares under its ATM at an average price of $3.30 for gross proceeds of $1,057,951 and paid 2.75% brokers' fee in commission. In the third quarter of 2021, the Company sold 155,000 shares under its ATM at an average price of $2.95 for gross proceeds of $456,957 and paid 2.75% brokers' fee in commission. The Company did not sell shares under its ATM during the fourth quarter of 2021. Equity Financings On September 17, 2021, the Company completed a public bought deal of 6,785,000 common shares with a syndicate of underwriters, at an issue price of $2.55 per share for aggregate gross proceeds of $17,301,750. The Company paid $921,918 in brokers' fee and $375,278 for various other expenses (mostly legal and filing fees) in connection with this public bought deal. Equity Incentives In February 2021, the Company issued 144,400 common shares related to 144,400 exercised options, for gross proceeds of $292,330. In March 2021, the Company issued 19,445 common shares related to 15,333 exercised options, for gross proceeds of $35,759, and 4,112 vested RSUs. In May 2021, the Company approved a cash redemption of 2,056 vested RSUs, and as a result, no shares have been issued related to this transaction. Activities during the year ended December 31, 2021 In June 2021, the Company issued 30,000 common shares related to 30,000 exercised options, for gross proceeds of $52,960. In July 2021, the Company issued 2,000 common shares related to 2,000 exercised options, for gross proceeds of $4,628. In September 2021, the Company issued 1,333 common shares related to 1,333 exercised options, for gross proceeds of $3,042. In December 2021, the Company issued 62,907 shares related to its RSU December 15, 2020 grant. In December 2021, the Company approved cash redemption of 16,494 vested RSUs, and as a result, no shares have been issued for these RSUs. Activities during the year ended December 31, 2020 In February 2020, the Company announced that it had graduated to Tier 1 of the TSX-V and the remaining 966,563 common shares of Integra held in escrow were released. The number of outstanding common shares of the Company has not change as a result of the escrow release. On September 14, 2020, the Company completed a public bought deal of 6,785,000 common shares with a syndicate of underwriters, at an issue price of $3.40 per share for aggregate gross proceeds of $23,069,000. The Company paid $1,240,685 in brokers' fee and $661,941 for various other expenses (mostly legal and filing fees) in connection with this public bought deal and the filing of a base shelf prospectus in August 2020. In December 2020, the Company established an At-The-Market ("ATM") offering and filed a prospectus supplement on December 30, 2020. In the second quarter of 2021, the Company issued its first shares under the ATM. Equity Incentive Awards The Company has an equity incentive plan ("the Equity Incentive Plan") whereby the Company's Board of Directors, within its sole discretion, can grant to directors, officers, employees and consultants, stock options to purchase shares of the Company, restricted share units ("RSU") and deferred share units ("DSU") (together the "Awards"). The Equity Incentive Plan provides for the issuance of Awards to acquire up to 10% of the Company's issued and outstanding capital. The Equity Incentive Plan is a rolling plan as the number of shares reserved for issuance pursuant to the grant of Awards will increase as the Company's issued and outstanding share capital increases. As at December 31, 2021, the Company had 77,096 (December 31, 2020 - 199,086) awards available for issuance. In addition, the aggregate number of shares that may be issued and issuable under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangements, as applicable): (a) (b) (c) (d) (e) (f) In no event will the number of shares that may be issued to any one participant pursuant to Awards under this Equity Incentive Plan (when combined with all of the Company's other security-based compensation arrangement, as applicable) exceed 5% of the Company's outstanding issue from time to time. Stock Options A summary of the changes in stock options for the years ended December 31, 2021 and 2020 is as follows: December 31, 2021 December 31, 2020 Weighted Weighted Average Average Options Exercise Price Options Exercise Price Outstanding at the beginning of year 4,816,029 $ 2.08 4,373,300 $ 1.96 Granted 491,510 2.31 450,729 3.23 Exercised (193,066 ) 1.94* - - Forfeited/Expired (21,190 ) 2.37 (8,000 ) 2.18 Outstanding at the end of year 5,093,283 $ 2.11 4,816,029 $ 2.08 *The weighted average share price on the date stock options were exercised during the year ended December 31, 2021 was $3.37 (December 31, 2020 - $ Nil The following table provides additional information about outstanding stock options as December 31, 2021: No. of Weighted Exercise price No. of Expiration date 1,461,600 $1.96 1,461,600 November 3, 2022 90,000 $2.60 90,000 February 1, 2023 100,000 $2.30 100,000 February 28, 2023 60,000 $1.68 60,000 August 29, 2023 40,000 $1.65 40,000 September 10, 2023 731,400 $1.51 731,400 November 23, 2023 100,000 $1.50 100,000 December 13, 2023 40,000 $1.64 26,667 January 11, 2024 50,000 $1.62 33,333 January 16, 2024 100,000 $2.47 100,000 September 16, 2024 1,380,567 $2.18 1,057,935 December 17, 2024 80,000 $1.40 26,666 March 16, 2025 40,000 $3.39 13,333 September 22, 2025 40,000 $3.33 13,333 October 5, 2025 288,206 $3.70 125,235 December 15, 2025 100,000 $3.38 33,333 February 24, 2026 391,510 $2.04 43,998 December 16, 2026 Total 5,093,283 2.32 $2.11 4,056,833 Share-based payments - stock options A summary of the changes in the Company's reserve for share-based payments related to the stock options for the years ended December 31, 2021 and 2020 is set out below: December 31, 2021 December 31, 2020 Balance at beginning of year $ 4,767,433 $ 3,415,790 Share-based payments - options 932,333 1,351,643 Share-based payments - options exercised (229,214 ) - Balance at the end of year $ 5,470,552 $ 4,767,433 Total share-based payments related to the stock options included in the statements of operations and comprehensive loss and the statements of changes in equity in the year ended December 31, 2021 was $932,333 (December 31, 2020 - $1,351,643). During the current year ended December 31, 2021, 193,066 stock options were exercised for total gross proceeds of $376,153, and 21,190 stock options were canceled. On December 16, 2021, the Company granted 391,510 options to its directors, officers, employees, and contractors, at an exercise price of $2.04 per option, with the expiry date December 16, 2026. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $312,921, to be amortized over the options vesting period. On February 24, 2021, the Company granted 100,000 options to its new director, at an exercise price of $3.38 per option, with the expiry date February 24, 2026. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $127,797, to be amortized over the options vesting period. On December 15, 2020, the Company granted 290,729 options to its directors, officers, and contractors, at an exercise price of $3.70 per option, with the expiry date December 15, 2025. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $391,614, to be amortized over the options vesting period. On October 5, 2020, the Company granted 40,000 options to a new employee, at an exercise price of $3.33 per option, with the expiry date October 5, 2025. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $71,606, to be amortized over the options vesting period. On September 22, 2020, the Company granted 40,000 options to a new employee, at an exercise price of $3.39 per option, with the expiry date September 22, 2025. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $73,349, to be amortized over the options vesting period. On March 16, 2020, the Company granted 80,000 options to two new employees, at an exercise price of $1.40 per option, with the expiry date March 16, 2025. The options were granted in accordance with the Company's Equity Incentive Plan and are subject to vesting provisions. The share-based payment related to these options was calculated as $57,293, to be amortized over the options vesting period. The following assumptions were used for the Black-Scholes valuation of stock options granted during the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Dividend rate 0% 0% Expected annualized volatility 51.73% - 51.81% 52.83% - 66.33% Risk free interest rate 0.53% - 1.12% 0.33% - 0.63% Expected life of options 3.5 yr 3.5yr - 5yr Weighted average of strike price of options granted $2.31 $3.23 Restricted Share Units Restricted share units are the equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant and vest in equal installments annually over three years. The aggregate maximum number of shares available for issuance from treasury underlying restricted share units under the Equity Incentive Plan was increased in the current year ended December 31, 2021 from 600,000 to 1,200,000 shares. These units are exercisable into one common share once vested, for no additional consideration. They can be redeemed in cash, at the Company's discretion. A summary of the changes in restricted share units for the years ended December 31, 2021 and 2020 is as follows: Restricted share Weighted Outstanding at beginning of year - $ - Granted 358,203 $ 3.70 Outstanding, December 31, 2020 358,203 $ 3.70 Vested - shares issued (80,676 ) $ 3.70 Vested - cash redemption (no shares issued) (18,550 ) $ 3.70 Forfeited/Expired (16,859 ) $ 3.70 Granted 488,856 $ 2.08 Outstanding, December 31, 2021* 730,974 $ 2.81 *Included in the outstanding RSUs are 18,667 vested RSUs for which the settlement has been deferred. Share-based payments - restricted share units A summary of the changes in the Company's reserve for share-based payments related to the restricted share units for the years ended December 31, 2021 and 2020 is set out below: December 31, 2021 December 31, 2020 Balance at beginning of year $ 35,020 $ - Share-based payments - RSUs 837,858 35,020 Share-based payments - RSUs vested (344,068 ) - Balance at the end of year $ 528,810 $ 35,020 Total share-based payments related to the restricted share units included in the statements of operations and comprehensive loss and the statements of changes in equity in the year ended December 31, 2021 was $837,858 (December 31, 2020 - $35,020). During the current year ended December 31, 2021, a total of 117,893 RSUs vested (including 18,667 RSUs for which the settlement was deferred to another year) and 16,859 RSUs were canceled. On December 16, 2021, the Company granted 488,856 RSUs to its officers and employees. The share-based payment related to these units was calculated as $1,037,359, to be amortized over the unit three-year vesting period. On December 15, 2020, the Company granted 358,203 RSUs to its officers and employees. The share-based payment related to these units was calculated as $1,257,695, to be amortized over the unit three-year vesting period. The Company did not issue RSUs prior to 2020. Deferred Share Units Deferred share units are equity settled units, granted under the Company's Equity Incentive Plan and are accounted for based on the market value of the underlying shares on the date of grant. DSUs granted before Q4 2021 vested immediately. DSUs granted from Q4 2021 onward will vest one year post grant. The aggregate maximum number of shares available for issuance from treasury underlying deferred share units under the Equity Incentive Plan was increased in the current year ended December 31, 2021 from 200,000 to 400,000 shares. These units are exercisable into one common share during the period commencing on the business day immediately following the retirement date and ending on the ninetieth day following the retirement date providing a written redemption notice to the Company, for no additional consideration. In the event a participant resigns or is otherwise no longer an eligible participant during the year, then any grant of DSUs that are intended to cover such year, the participant will only be entitled to a pro-rated DSU payment. These units can be redeemed in cash, at the Company's discretion. A summary of the changes in deferred share units for the years ended December 31, 2021 and 2020 is as follows: Deferred share Weighted Vested Not vested Outstanding at beginning of year - $ - - - Granted 87,500 $ 3.70 87,500 - Outstanding, December 31, 2020 87,500 $ 3.70 87,500 - Granted 228,168 $ 2.17 21,517 206,651 Outstanding, December 31, 2021 315,668 $ 2.61 109,017 206,651 Share-based payments - deferred share units A summary of the changes in the Company's reserve for share-based payments related to the deferred share units for the years ended December 31, 2021 and 2020 is set out below: December 31, 2021 December 31, 2020 Balance at beginning of year $ 307,223 $ - Share-based payments - DSUs 92,894 307,223 Balance at the end of year $ 400,117 $ 307,223 Total share-based payments related to the deferred share units included in the statements of operations and comprehensive loss and the statements of changes in equity in the year ended December 31, 2021 was $92,894 (December 31, 2020 - $307,223). In the current year ended December 31, 2021, the Company issued 30,168 deferred share units to certain directors, in lieu of their directors' fees, as elected by those directors. Each DSU has been fair valued at Integra's March 31, 2021 ($2.70), June 30, 2021 ($2.93), September 30, 2021 ($2.28), and December 31, 2021 ($2.15) closing share price. DSUs granted in the previous periods vested in full at the grant date. DSUs granted in December 2021 will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $75,086, of which $57,881 was expensed by the end of current year. On December 16, 2021, the Company granted 198,000 DSUs to its directors, and these units will vest in 12 months. The total share-based payment related to these DSUs was calculated as $420,159, to be expensed in 12 months, and $35,013 was expensed by the end of current year. On December 15, 2020, the Company granted 87,500 DSUs to its directors and these units vested in full at the grant date. The share-based payment related to these DSUs was calculated as $307,223, expensed on December 15, 2020. The Company did not issue DSUs prior to 2020. Share-based payments - summary A summary of the changes in the Company's reserve for all share-based payment arrangements for the years ended December 31, 2021 and 2020 is set out below: December 31, 2021 December 31, 2020 Balance at beginning of year $ 5,109,676 $ 3,415,790 Share-based payments - options 932,333 1,351,643 Share-based payments - RSUs 837,858 35,020 Share-based payments - DSUs 92,894 307,223 Options exercised (229,214 ) - RSUs vested (344,068 ) - Balance at the end of year $ 6,399,479 $ 5,109,676 Total share-based payments related to the stock options, RSUs, and DSUs included in the statements of operations and comprehensive loss and the statements of changes in equity in the year ended December 31, 2021 was $1,863,085 (December 31, 2020 - $1,693,886). |