SHARE CAPITAL [Text Block] | 18. SHARE CAPITAL Share Capital On May 26, 2023, the Company consolidated its common shares on the basis of one (1) new post-consolidation common share for every two and a half (2.5) existing pre-consolidation common share (the "Consolidation"). Proportionate adjustments have been made to the Company's outstanding stock options, restricted share units, and deferred share units. As required by IFRS, all references to share capital, common shares outstanding and per share amounts in these audited consolidated financial statements and the accompanying notes have been restated retrospectively to reflect the Consolidation. The Company is authorized to issue an unlimited number of common shares without par value. As at December 31, 2023, the number of total issued and outstanding common shares is 68,871,437 (December 31, 2022 - 31,905,476). Activities during the year ended December 31, 2023 Millennial Acquisition: The Company acquired all outstanding shares of Millennial on May 4, 2023. In aggregate, 16,872,050 Integra shares were issued to former Millennial shareholders as consideration for their Millennial shares, at a price of $1.35 for a total of $22,697,554 included in the PPA (see Note 11). Equity Financings: In connection with the closing of the acquisition of Millennial, 20,000,000 subscription receipts of Integra issued on March 16, 2023 at a price of C$1.75 per subscription receipt were converted into one Integra share for no additional consideration. The gross proceeds amounted to $25.8 million (C$35 million). The Company paid US$~1 million (C$~1.3 million) in brokers' fee and US$~$0.5 million (C$~0.7 million) for various other expenses (mostly legal and filing fees) in connection with the equity financings. Activities during the year ended December 31, 2023 Equity Incentives: In April 2023, the Company approved a cash redemption of 938 vested RSUs, and as a result, no shares have been issued related to this transaction. In December 2023, the Company issued 93,911 shares as a result of vesting RSUs. In December 2023, the Company approved cash redemption of 24,935 vested RSUs, and as a result, no shares have been issued for these RSUs. Activities during the year ended December 31, 2022 At the Market ("ATM") Sales: In the first quarter of 2022, the Company sold 171,199 shares under its ATM at an average price of $3.93 for gross proceeds of $0.7 million and paid 2.75% brokers' fee in commission. In the third quarter of 2022, the Company sold 136,023 shares under its ATM at an average price of $1.65 for gross proceeds of $0.2 million and paid 2.75% brokers' fee in commission. Equity Financings: On August 4, 2022, the Company completed a public bought deal of 6,666,667 common shares with a syndicate of underwriters, at an issue price of $1.65 per share for aggregate gross proceeds of $11.0 million. The Company paid $0.4 million in brokers' fee and $0.4 million for various other expenses (mostly legal and filing fees) in connection with this public bought deal. Equity Incentives In January 2022, the Company approved a cash redemption of 548 vested RSUs, and as a result, no shares have been issued related to this transaction. In June 2022, the Company approved a cash redemption of 1,200 vested RSUs, and as a result, no shares have been issued related to this transaction. In December 2022, the Company issued 63,502 shares as a result of vesting RSUs. In December 2022, the Company approved cash redemption of 18,998 vested RSUs, and as a result, no shares have been issued for these RSUs. Activities during the year ended December 31, 2021 ATM Sales In the first quarter of 2021, the Company sold 16,400 shares under its ATM at an average price of $9.75 for gross proceeds of $0.2 million and paid 2.75% brokers' fee in commission. In the second quarter of 2021, the Company sold 128,380 shares under its ATM at an average price of $8.25 for gross proceeds of $1.1 million and paid 2.75% brokers' fee in commission. In the third quarter of 2021, the Company sold 62,000 shares under its ATM at an average price of $7.38 for gross proceeds of $0.5 million and paid 2.75% brokers' fee in commission. Equity Financings On September 17, 2021, the Company completed a public bought deal of 2,714,000 common shares with a syndicate of underwriters, at an issue price of $6.38 per share for aggregate gross proceeds of $17.3 million. The Company paid $0.9 million in brokers' fee and $0.4 million for various other expenses (mostly legal and filing fees) in connection with this public bought deal. Equity Incentives In February 2021, the Company issued 57,760 common shares related to 57,760 exercised options, for gross proceeds of $0.3 million. In March 2021, the Company issued 7,778 common shares related to 6,133 exercised options, for gross proceeds of $35,759, and 1,645 vested RSUs. In May 2021, the Company approved a cash redemption of 822 vested RSUs, and as a result, no shares have been issued related to this transaction. In June 2021, the Company issued 12,000 common shares related to 12,000 exercised options, for gross proceeds of $52,960. In July 2021, the Company issued 800 common shares related to 800 exercised options, for gross proceeds of $4,628. In September 2021, the Company issued 533 common shares related to 533 exercised options, for gross proceeds of $3,042. In December 2021, the Company issued 25,163 shares as a result of vesting RSUs. In December 2021, the Company approved cash redemption of 6,598 vested RSUs, and as a result, no shares have been issued for these RSUs. 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, 2023, the Company had 1,689,467 (December 31, 2022 - 1,225,118) 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 issued and outstanding shares from time to time. Stock Options A summary of the changes in stock options for the years ended December 31, 2023, 2022, and 2021 is as follows: Options December 31, 2023 Weighted Average Exercise Price Options December 31, 2022 Weighted Average Exercise Price Options December 31, 2021 Weighted Average Exercise Price Outstanding at the beginning of year 1,478,773 $ 5.35 2,037,313 $ 5.28 1,926,412 $ 5.20 Granted 2,559,979 1.98 30,100 1.60 196,604 5.78 Exercised - - - - (77,226 ) 4.85 Forfeited/Expired (738,669 ) 3.90 (588,640 ) 4.90 (8,476 ) 5.93 Outstanding at the end of year 3,300,083 $ 3.06 1,478,773 $ 5.35 2,037,313 $ 5.28 The following table summarizes outstanding stock options as December 31, 2023: No. of options outstanding Weighted average remaining life (Years) Exercise price No. of options currently exercisable Expiration date 16,000 $4.10 16,000 January 11, 2024** 20,000 $4.06 20,000 January 16, 2024** 40,000 $6.18 40,000 September 16, 2024 544,227 $5.46 544,227 December 17, 2024 32,000 $3.49 32,000 March 16, 2025 16,000 $8.33 16,000 October 5, 2025 114,273 $9.26 114,273 December 15, 2025 40,000 $8.45 40,000 February 24, 2026 156,604 $5.10 122,004 December 16, 2026 30,100 $1.59 10,033 December 15, 2027 191,904 $1.63 22,002 January 10, 2028 22,080* $5.29 22,080 May 4, 2024 18,400* $4.00 9,200 May 4, 2024 239,844* $4.00 119,922 May 28, 2026 13,800* $4.16 13,800 April 5, 2027 36,800* $5.29 36,800 January 5, 2027 164,680* $5.29 164,680 January 5, 2027 1,603,371 $1.04 73,570 December 20, 2028 Total 3,300,083 3.49 $3.06 1,416,591 *Replacement options issued in conjunction with the Millennial acquisition (see Note 11). **These stock options expired subsequent to the year end. The following table provides additional information about outstanding stock options as December 31, 2022: No. of options outstanding Weighted average remaining life (Years) Exercise price No. of options currently exercisable Expiration date 36,000 $6.51 36,000 February 1, 2023 40,000 $5.76 40,000 February 28, 2023 24,000 $4.21 24,000 August 29, 2023 16,000 $4.13 16,000 September 10, 2023 292,560 $3.78 292,560 November 23, 2023 40,000 $3.74 40,000 December 13, 2023 16,000 $4.10 16,000 January 11, 2024 20,000 $4.06 20,000 January 16, 2024 40,000 $6.18 40,000 September 16, 2024 548,227 $5.46 548,227 December 17, 2024 32,000 $3.49 21,334 March 16, 2025 16,000 $8.47 10,667 September 22, 2025 16,000 $8.33 10,667 October 5, 2025 115,282 $9.26 88,522 December 15, 2025 40,000 $8.45 26,667 February 24, 2026 156,604 $5.10 69,802 December 16, 2026 30,100 $1.59 - December 15, 2027 Total 1,478,773 1.97 $5.35 1,300,446 The following table provides additional information about outstanding stock options as December 31, 2021: No. of options outstanding Weighted average remaining life (Years) Exercise price No. of options currently exercisable Expiration date 584,640 $4.90 584,640 November 3, 2022 36,000 $6.51 36,000 February 1, 2023 40,000 $5.76 40,000 February 28, 2023 24,000 $4.21 24,000 August 29, 2023 16,000 $4.13 16,000 September 10, 2023 292,560 $3.78 292,560 November 23, 2023 40,000 $3.74 40,000 December 13, 2023 16,000 $4.10 10,667 January 11, 2024 20,000 $4.06 13,333 January 16, 2024 40,000 $6.18 40,000 September 16, 2024 552,227 $5.46 423,174 December 17, 2024 32,000 $3.49 10,666 March 16, 2025 16,000 $8.47 5,333 September 22, 2025 16,000 $8.33 5,333 October 5, 2025 115,282 $9.26 50,094 December 15, 2025 40,000 $8.45 13,333 February 24, 2026 156,604 $5.10 17,599 December 16, 2026 Total 2,037,313 2.32 $5.28 1,622,732 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, 2023, 2022, and 2021 is set out below: December 31, 2023 December 31, 2022 December 31, 2021 Balance at beginning of year $ 5,902,436 $ 5,470,552 4,767,433 Share-based payments - replacement options 31,888 - - Share-based payments - options 253,544 431,884 932,333 Share-based payments - options exercised - - (229,214 ) Balance at the end of year $ 6,187,868 $ 5,902,436 5,470,552 Total stock-based compensation expenses related to the stock options included in the consolidated statements of operations and comprehensive loss and the consolidated statements of changes in equity in the year ended December 31, 2023 was $253,544 (December 31, 2022 - $431,884; December 31, 2021 - $932,333). On December 20, 2023, the Company granted 1,603,371 stock options to its directors, officers, employees and contractors at an exercise price of $1.04 per option, with the expiry date December 20, 2028. 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 $909,007, to be amortized over the options vesting period. On May 4, 2023, the Company granted 764,704 replacement stock options to Millennial's employees and consultants (see Note 11), at the price range of $2.40 - $5.29. Of these replacement options, 207,000 expired on the following day and 62,100 expired on August 4, 2023. The share-based payment related to those replacement stock options was calculated as $31,888 and included in the PPA (see Note 11). On January 10, 2023, the Company granted 191,904 stock options to its directors and officers, at an exercise price of $1.63 per option, with the expiry date January 10, 2028. 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 $137,900, to be amortized over the options vesting period. On December 15, 2022, the Company granted 30,100 options to its employees and contractors, at an exercise price of $1.59 per option, with the expiry date December 15, 2027. 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 $22,366, to be amortized over the options vesting period. During the year ended December 31, 2021, 77,226 stock options were exercised for total gross proceeds of $376,153, and 8,476 stock options were canceled. On December 16, 2021, the Company granted 156,604 options to its directors, officers, employees, and contractors, at an exercise price of $5.10 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 40,000 options to its new director, at an exercise price of $8.45 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. The following assumptions were used for the Black-Scholes valuation of stock options granted during the years ended December 31, 2023, 2022, and 2021: December 31, 2023 December 31, 2022 December 31, 2021 Dividend rate 0% 0% 0% Expected annualized volatility 51.79% - 61.47% 58.07% 51.73% - 51.81% Risk free interest rate 3.27% - 4.43% 3.08% 0.53% - 1.12% Expected life of options 1 - 3.5 yr 3.5 yr 3.5 yr Weighted average of strike price of options granted $1.98 $0.64 $2.31 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 is 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, 2023, 2022, and 2021 is as follows: Restricted share units Weighted average grant date FV Outstanding, December 31, 2020 143,281 $ 9.25 Vested - shares issued (32,270 ) $ 9.25 Vested - cash redemption (no shares issued) (7,420 ) $ 9.25 Forfeited/Expired (6,744 ) $ 9.25 Granted 195,542 $ 5.20 Outstanding, December 31, 2021* 292,389 $ 7.03 Vested - shares issued (68,748 ) $ 6.75 Vested - cash redemption (no shares issued) (20,747 ) $ 6.75 Forfeited/Expired (12,148 ) $ 5.40 Granted 101,300 $ 1.60 Outstanding, December 31, 2022** 292,046 $ 5.60 Vested - shares issued (110,602 ) $ 5.81 Vested - cash redemption (no shares issued) (25,873 ) $ 5.81 Forfeited/Expired (unvested) (48,474 ) $ 2.57 Granted 1,058,022 $ 1.10 Outstanding, December 31, 2023 *** 1,165,119 $ 1.35 *Included in the outstanding RSUs are 7,467 vested RSUs for which the settlement has been deferred in 2021. **Included in the outstanding RSUs are 17,467 vested RSUs for which the settlement has been deferred in 2022 and 7,467 vested RSUs for which settlement has been deferred in 2021. 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, 2023, 2022, and 2021 is set out below: December 31, 2023 December 31, 2022 December 31, 2021 Balance at beginning of year $ 898,463 $ 528,810 $ 35,020 Share-based payments - RSUs 540,002 871,875 837,858 Share-based payments - RSUs vested (685,202 ) (502,222 ) (344,068 ) Balance at the end of year $ 753,263 $ 898,463 $ 528,810 Total stock-based compensation expenses related to the restricted share units included in the consolidated statements of operations and comprehensive loss and the consolidated statements of changes in equity in the year ended December 31, 2023 was $540,002 (December 31, 2022 - $871,875; December 31, 2021 - $837,858). During the year ended December 31, 2023, a total of 131,541 RSUs vested (including 10,000 RSUs for which the settlement was deferred to future years) and 48,474 RSUs were canceled. On December 20, 2023, the Company granted 941,898 RSUs to its officers and employees as a long-term incentives grant. The share-based payment related to these units was calculated as $970,044, to be amortized over the unit three-year vesting period. On January 10, 2023, the Company granted 116,124 RSUs to its officers as a long-term incentives grant. The share-based payment related to these units was calculated as $188,884, to be amortized over the unit three-year vesting period. During the year ended December 31, 2022, a total of 106,962 RSUs vested (including 17,467 RSUs for which the settlement was deferred to future years) and 12,148 RSUs were canceled. On December 15, 2022, the Company granted 101,300 RSUs to its employees. The share-based payment related to these units was calculated as $169,318, to be amortized over the unit three-year vesting period. During the year ended December 31, 2021, a total of 47,157 RSUs vested (including 7,467 RSUs for which the settlement was deferred to future years) and 6,744 RSUs were canceled. On December 16, 2021, the Company granted 195,542 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. 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 is 1,200,000 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, 2023, 2022, and 2021 is as follows: Deferred share units Weighted average grant date FV Vested Not vested Outstanding, December 31, 2020 35,000 $ 9.25 35,000 - Granted 91,267 $ 5.43 8,607 82,660 Outstanding, December 31, 2021 126,267 $ 6.53 43,607 82,660 Granted 68,343 $ 1.80 - 68,343 Vested - $ 5.43 82,660 (82,660 ) Outstanding, December 31, 2022 194,610 $ 4.73 126,267 68,343 Granted 537,865 $ 1.15 - 537,865 Vested - $ 1.80 68,343 (68,343 ) Outstanding, December 31, 2023 732,475 $ 2.05 194,610 537,865 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, 2023, 2022, and 2021 is set out below: December 31, 2023 December 31, 2022 December 31, 2021 Balance at beginning of year $ 838,869 $ 400,117 $ 307,223 Share-based payments - DSUs 304,304 438,752 92,894 Balance at the end of year $ 1,143,173 $ 838,869 $ 400,117 Total stock-based compensation expenses related to the deferred share units included in the consolidated statements of operations and comprehensive loss and the consolidated statements of changes in equity in the year ended December 31, 2023 was $304,304 (December 31, 2022 - $438,752; December 31, 2021 - $92,894). In the current year ended December 31, 2023, the Company issued 74,865 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 closing share price at the end of quarter. The Company also granted 99,000 DSUs in January 2023 as a long-term incentives grant for the fiscal year 2022 and 364,000 DSUs in December 2023 as a long-term incentives grant for the fiscal year 2023. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $616,750, to be amortized over 12 months. In the year ended December 31, 2022, the Company issued 68,343 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 closing share price at the end of quarter. These DSUs will vest 12 months post grant. The share-based payment related to these DSUs was calculated as $123,774, to be amortized over 12 months. In the year ended December 31, 2021, the Company issued 12,067 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 closing share price at the end of each quarter. 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, to be amortized over 12 months. On December 16, 2021, the Company granted 79,200 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 amortized over 12 months. 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, 2023, 2022, and 2021 is set out below: December 31, 2023 December 31, 2022 December 31, 2021 Balance at beginning of year $ 7,639,768 $ 6,399,479 $ 3,415,790 Share-based payments - replacement options 31,888 - - Share-based payments - options 253,544 431,884 932,333 Share-based payments - RSUs 540,002 871,875 837,858 Share-based payments - DSUs 304,304 438,752 92,894 Options exercised - - (229,214 ) RSUs vested (685,202 ) (502,222 ) (344,068 ) Balance at the end of year $ 8,084,304 $ 7,639,768 $ 6,399,479 Total stock-based compensation expenses related to the stock options, RSUs, and DSUs included in the consolidated statements of operations and comprehensive loss and the consolidated statements of changes in equity in the year ended December 31, 2023 was $1,097,850 (December 31, 2022 - $1,742,511; December 31, 2021 - $1,863,085). Warrant reserve The Company assumed 21,903,504 warrants as a result of the Millennial acquisition (see Note 11). Each warrant can be exercised for 0.092 Integra shares. As a result, a maximum of 2,015,122 Integra shares would be issuable upon exercise of the warrants. The following warrants were outstanding as at December 31, 2023: Number and type of warrants outstanding Issue date Expiry Date Exercise price Warrants 20,092,415 June 16, 2022 June 16, 2024 C$1.38 Broker Warrants 1,811,089 June 16, 2022 June 16, 2024 C$1.00 21,903,504 C$1.34 The Company issued warrants subsequent to year-end. Please see subsequent events (Note 21) A summary of the changes in the Company's reserve related to the warrants for the years ended December 31, 2023 and 2022 is set out below: December 31, 2023 December 31, 2022 Balance at beginning of year $ 724,874 $ 724,874 Share-based payments - warrants (merger) 44,630 - Balance at the end of year $ 769,504 $ 724,874 |