SHARE CAPITAL | 12. SHARE CAPITAL Authorized · Unlimited number of Common Shares without par value · Unlimited number of preferred shares without par value, issuable in series Issued · 149,442,944 Common Shares (December 31, 2018 – 141,443,116) · Nil preferred shares (December 31, 2018 - Nil) During the six months ended June 30, 2019 the outstanding share capital increased by 7,999,828 Common Shares due to the following transactions: · The Company filed a prospectus supplement in connection with an at-the-market equity program (“ATM Program”) that it established with GMP Securities L.P. (the “Agent”) during Q1 2019. In connection with the ATM Program, the Company entered into an equity distribution agreement with the Agent. The ATM Program allows the Company to issue Common Shares from treasury having an aggregate gross sales price of up to $39 million to the public from time to time, at the Company’s discretion, at the prevailing market price when issued on the TSXV or on any other marketplace for the Common Shares in Canada. The ATM Program is effective until the earlier of April 13, 2021 or completion of the sale of the maximum amount of shares thereunder. Sales of Common Shares will be made through “at-the-market distributions” as defined in National Instrument 44-102 – Shelf Distributions on the TSXV or on any other existing marketplace for the Common Shares in Canada. The Common Shares will be distributed at the prevailing market prices at the time of the sale and, as a result, prices may vary among purchasers and during the period of distribution . During the six months ended June 30, 2019, the Company issued an aggregate of 4,167,200 Common Shares for gross proceeds of $14,749,636 with an average price of $3.54. · Issued 2,129,707 shares with a value of $8,199,371 for the acquisition of Verd é lite as described in Note 4. · A total of 1,347,921 stock options were exercised ranging in exercise price from $0.175 to $3.07 for gross proceeds of $1,073,272. A total of 355,000 restricted share units vested and were settled. A total of 1,702,921 Common Shares were issued. Escrowed Common Shares The 4,955,947 shares issued as part of the purchase price of Verdélite were subject to an Escrow Agreement. Under the agreement, 50% of the shares issued to the Vendors of Verdélite were to remain in escrow until May 1, 2019. During the six months ended June 30, 2019, 4,955,947 Common Shares (December 31, 2018 – 4,955,947) were released from escrow (Note 4). Share based payments The Board of Directors has the discretion to determine to whom options will be granted, the number and exercise price of such options and the terms and time frames in which the options will vest and be exercisable. The exercise price of the options must be no less than the closing market price of the Common Shares on the day preceding the grant. Weighted Average Number of Options Exercise Price $ Balance, December 31, 2017 9,861,114 1.76 Granted 2,811,000 4.16 Forfeited (1,367,708) 3.62 Exercised (1,410,195) 0.85 Balance, December 31, 2018 9,894,211 2.31 Granted 5,748,000 4.05 Forfeited (685,709) 3.66 Exercised (1,347,921) 0.80 Balance, June 30, 2019 13,608,581 3.13 During the six-month period ended June 30, 2019, the Company granted 5,748,000 stock options to employees and consultants. The stock options granted had exercise prices between $2.83 and $4.15, have expiry dates of five years and vest over three years. The weighted average fair value of the stock options granted was $4.05. The weighted average trading share price of the options exercised during the six months ended June 30, 2019 was $3.33. The fair values of the options granted during the six-month periods ended June 30, 2019 and 2018 were determined on the date of the grant using the Black-Scholes option pricing model with the following assumptions: June 30 June 30 Risk free interest rate 1.39% - 1.85 % 1.73 - 2.11 Expected life of options (years) Expected annualized volatility 101.21%-105.68 % 80 % Expected dividend yield Nil Nil Weighted average Black-Scholes value of each option $ $ Volatility was determined by using the historical volatility of the Company. The expected life in years represents the period of time that options granted are expected to be outstanding. The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options. Incentive stock options outstanding and exercisable at June 30, 2019 are summarized as follows: Outstanding Exercisable Weighted Weighted Range of Remaining average average exercise contractual exercise exercise prices Quantity life (years) price Quantity price $ $ $ 0.175 - 0.43 210,000 2.15 0.34 210,000 0.34 0.44 - 0.50 1,500,000 0.82 0.45 1,500,000 0.45 0.51 - 0.94 993,416 2.25 0.72 955,918 0.72 0.95 - 1.25 723,834 2.93 1.21 467,863 1.20 1.26 - 1.49 258,581 2.95 1.43 103,032 1.41 1.50 - 3.40 1,395,500 4.10 2.98 435,750 2.89 3.41 - 4.23 5,928,500 4.74 4.06 1,401,504 4.10 4.24 - 4.25 1,933,750 3.48 4.25 966,250 4.25 4.26 - 5.44 340,000 4.15 4.58 98,750 4.55 5.45 - 6.68 325,000 3.66 5.69 175,000 5.69 13,608,581 3.67 3.13 6,314,067 2.33 The Company recorded share-based compensation expense related to the incentive stock options of $5,925,310 and $7,762,887 for the three and six months ended June 30, 2019 (June 30, 2018 – $1,592,593 and $3,062,817). The expense has been charged to the condensed interim consolidated statements of loss and comprehensive loss. Restricted share units The Board of Directors has the discretion to determine to whom restricted share units (“RSUs”) will be granted, the number granted, and the terms and time frames in which the RSUs will vest and be settled. Weighted average fair value per Number of RSUs unit at issue $ Balance, December 31, 2017 825,000 3.73 Granted 5,000 5.67 Balance, December 31, 2018 830,000 3.74 Granted 475,000 4.15 Settled (355,000) 4.27 Balance, June 30, 2019 950,000 3.76 During the six months ended June 30, 2019, the Company issued 475,000 RSUs to various employees and consultants, that vest over two years, on April 2, 2020 and April 2, 2021 and settle in Common Shares. The Company recorded share-based compensation expense related to the RSUs of $495,815 and $680,852 for the three and six months ended June 30, 2019 (June 30, 2018 – $489,068 and $972,891) to the condensed interim consolidated statements of loss and comprehensive loss. |