SHARE CAPITAL | 14. SHARE CAPITAL [a] Authorized capital The authorized share capital consists of 1,000,000,000 0.001 [b] Common shares issued Fiscal 2020 [i] On December 20, 2019, the Company exercised its right to call, subject to acceleration provisions, all outstanding common share purchase warrants set to expire between May 7, 2020 and May 13, 2021. The expiry was amended to January 19, 2020. This expiry date was then extended to February 19, 2020 35,472,661 0.08 24,794,484 4,864,000 0.05 [ii] On January 17, 2020, the Company closed a non-brokered private placement consisting of 3,643,792 0.15 546,569 416,719 52,922 39,722 Each unit consists of one common share and one common share purchase warrant exercisable at a price of CA$0.21 per common share for a period of one year. The expiration date of these common share purchase warrants was subsequently extended to August 31, 2021. These common share purchase warrants were subject to an expiry acceleration provision, upon thirty days’ written notice, should the price of the Company’s common shares exceed CA$0.30 for at least ten consecutive trading days. 41,275 [iii] On May 26, 2020, the Company issued a total of 500,000 37,000 26,401 19,775 [iv] On September 10, 2020, the Company announced a non-brokered private placement of up to 53,846,154 0.13 7,000,000 Each unit is comprised of one common share and one common share purchase warrant exercisable at CA$0.19 per common share for a period of one year. 747,392 596,872 [note 14[f]] Fiscal 2021 [i] In connection with the non-brokered private placement announced on September 10, 2020: On November 20, 2020, the Company closed the first tranche of the non-brokered private placement, issuing 5,599,171 0.13 727,892 556,876 On January 15, 2021, the Company closed the second tranche of the non-brokered private placement, consisting of 7,337,914 0.13 953,930 749,435 39,996 On January 29, 2021, the Company closed the third tranche of the non-brokered private placement consisting of 5,382,303 0.13 699,699 547,496 WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated On March 24, 2021, the Company closed the fourth tranche of the non-brokered private placement consisting of 6,554,172 0.13 852,042 678,270 On April 27, 2021, the Company closed the fifth and final tranche of the non-brokered private placement consisting of 851,395 0.13 110,681 89,237 In total, the Company issued an aggregate 25,724,955 0.13 3,344,244 2,621,314 Each unit issued consists of one common share and one common share purchase warrant entitling the holder to acquire a further common share at a price of CA$0.19 for a period of one year from the closing date of the respective financing tranche. 195,614 [ii] On May 5, 2021, the Company announced a non-brokered private placement priced at CA$ 0.13 3,000,000 5,223,420 0.13 679,044 561,844 17,853,506 0.13 2,320,956 1,880,687 23,076,926 0.13 3,000,000 2,442,531 Each unit issued consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.19 for a period of one year from the date of closing of the respective financing tranche. 154,336 [iii] On May 18, 2021, the Company issued a total of 1,360,959 263,973 26,286 [iv] On June 7, 2021, the Company issued 1,538,461 0.24 369,231 305,832 [v] On July 16, 2021, the Company closed a non-brokered private placement and issued 4,350,000 0.20 870,000 690,860 Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.30 for a period of one year from the date of closing. 48,319 [vi] On August 11, 2021, the Company closed a non-brokered private placement and issued 3,827,601 0.55 0.44 2,105,180 1,683,336 Each unit consists of one common share and one common share purchase warrant entitling the holder thereof to acquire a further common share at a price of CA$0.65 (US$0.52) for a period of eighteen months from the date of closing. 116,479 [vii] During the year ended October 31, 2021, the Company issued a total of 7,014,969 0.05 0.21 1,120,130 887,520 525,173 [viii] During the year ended October 31, 2021, the Company issued a total of 2,630,000 0.05 0.16 175,800 140,734 [ix] With respect to the exercises of common share purchase warrants and options, the Company reclassified $ 4,291 121,932 WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated [x] Pursuant to an agreement entered on August 29, 2018 and which was approved by the TSX-V on September 12, 2018, a company controlled by a director and officer is eligible to receive up to 5 5 9,163,425 0.65 5,956,226 4,796,832 [c] Common share purchase warrants A summary of the changes in the Company’s common share purchase warrants during the year ended October 31, 2021 are as follows: SUMMARY OF CHANGES IN COMMON SHARE PURCHASE WARRANTS Expiry Date Exercise Price (CA$) Weighted Average Life (Years) October 31, Granted Exercised Expired/ Cancelled October 31, 2021 August 31, 2021* 0.21 – 3,643,791 - (3,118,618 ) (525,173 ) – November 22, 2021 0.19 0.14 – 5,599,171 (1,439,150 ) – 4,160,021 January 17, 2022 0.19 0.29 – 7,337,914 (70,000 ) – 7,267,914 January 31, 2022 0.19 0.33 – 5,382,303 – – 5,382,303 February 21, 2022 0.05 0.39 1,505,200 – – – 1,505,200 March 24, 2022 0.19 0.48 – 6,554,172 (212,300 ) – 6,341,872 March 27, 2022 0.05 0.49 1,482,025 – (500,000 ) – 982,025 April 27, 2022 0.19 0.57 – 851,395 (60,000 ) – 791,395 May 9, 2022 0.05 0.61 2,368,626 – (554,901 ) – 1,813,725 May 30, 2022 0.19 0.66 – 5,223,420 – – 5,223,420 June 17, 2022 0.19 0.71 – 17,853,506 (150,000 ) – 17,703,506 July 18, 2022 0.30 0.79 – 4,350,000 – – 4,350,000 August 14, 2022 0.05 0.87 1,110,000 – (910,000 ) – 200,000 February 13, 2023 0.65 1.37 – 3,827,601 – – 3,827,601 Total 10,109,642 56,979,482 (7,014,969 ) (525,173 ) 59,548,982 Weighted average exercise price CA$ 0.11 CA$ 0.23 CA$ 0.16 CA$ 0.21 CA$ 0.22 * The Company received approval of the TSX-V on January 13, 2021 and amended the expiry date of 3,643,791 warrants, extending the expiry date from January 17, 2021 to August 31, 2021, subject to acceleration if the closing price of the Company’s shares exceeds CA$ 0.30 per common share for at least 10 consecutive trading days. A summary of the changes in the Company’s common share purchase warrants during the year ended October 31, 2020 are as follows: Expiry Date Exercise Price Weighted Average Life (Years) October 31, 2019 Granted Exercised Expired/ Cancelled October 31, 2020 January 17, 2021 0.21 – – 3,643,791 – – 3,643,791 February 21, 2022 0.05 2.31 1,505,200 – – – 1,505,200 March 27, 2022 0.05 2.41 3,426,025 – (1,944,000 ) – 1,482,025 May 9, 2022 0.05 2.52 5,088,626 – (2,720,000 ) – 2,368,626 August 14, 2022 0.05 2.79 1,310,000 – (200,000 ) – 1,110,000 May 7, 2020* 0.07 – 3,100,000 – (3,000,000 ) (100,000 ) – October 4, 2020* 0.08 – 5,016,000 – (3,425,000 ) (1,591,000 ) – November 30, 2020* 0.08 – 6,169,926 – (3,091,383 ) (3,078,543 ) – January 23, 2021* 0.08 – 6,388,435 – (3,409,160 ) (2,979,275 ) – March 29, 2021* 0.08 – 8,188,046 – (4,496,710 ) (3,691,336 ) – May 13, 2021* 0.08 – 31,404,738 – (18,050,408 ) (13,354,330 ) – Total 71,596,996 3,643,791 (40,336,661 ) (24,794,484 ) 10,109,642 Weighted average exercise price CA$ 0.07 CA$ 0.21 CA$ 0.08 CA$ 0.08 CA$ 0.11 * On December 20, 2019, the Company exercised its right to call, subject to acceleration provisions, all outstanding warrants set to expire between May 7, 2020 and May 13, 2021. The expiry was amended to January 19, 2020. This expiry date was then extended to February 19, 2020. Any unexercised warrants were voided and of no value after February 19, 2020. WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated [d] Stock options The Company has adopted an incentive stock option plan, effective on August 8, 2017 and as amended on August 8, 2018, under the rules of the TSX-V pursuant to which it is authorized to grant stock options to executive officers, directors, employees and consultants, enabling them to acquire up to 20% Stock options granted are subject to a maximum term of 5 years. All options granted shall vest immediately, except for those options granted to persons performing investor relations activities for the Company. On June 11, 2021, the Company adopted the 2021 Equity Incentive Plan which replaces the 2017 Stock Option for providing stock-based compensation to directors, officers, employees, consultants, and advisors of the Company and no further options will be granted under the 2017 Stock Option Plan. Under the 2021 Equity Incentive Plan, the Company is authorized to issue up 27,312,368 1,730,000 During the year ended October 31, 2020, the Company granted 6,600,000 0.11 0.16 two five years On December 30, 2020, the Company granted 15,650,000 0.13 9,500,000 6,150,000 On August 30, 2021, the Company granted 21,700,000 0.70 five years On October 1, 2021, the Company granted 1,450,000 0.50 five years WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated As at October 31, 2021, the maximum number of common shares available under the 2021 Equity Incentive Plan was 29,042,368 5,892,368 During the year ended October 31, 2021, the Company recognized a net stock-based compensation totaling $ 11,051,124 666,259 The weighted average grant date fair value of the stock options granted during the year ended October 31, 2021 was CA$ 0.36 0.14 SCHEDULE OF ASSUMPTIONS USED 2021 2020 Risk free rate of interest 0.20 1.07 % 0.43 1.51 % Expected life of options 2 5 5 Exercise price of options CA$ 0.13 0.70 CA$ 0.11 0.16 Expected annualized volatility 130.88 140.05 % 120.13 188.46 % Expected dividend rate Nil Nil A summary of the changes in the Company’s stock options during the year ended October 31, 2021 are as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Expiry Date Exercise Price Weighted Average Life (Years) Outstanding as at October 31, 2020 Granted Exercised Expired/ Cancelled Outstanding as at October 31, 2021 Vested as at October 31, 2021 February 11, 2021 0.05 – 800,000 – – (800,000 ) – – August 16, 2021 0.05 – 600,000 – (600,000 ) – – – March 27, 2022 0.05 0.40 1,750,000 – (250,000 ) – 1,500,000 1,500,000 August 26, 2022 0.13 – 500,000 – – (500,000 ) – – December 30, 2022 0.13 1.16 – 6,150,000 (100,000 ) (50,000 ) 6,000,000 5,837,500 April 19, 2023 0.05 – 800,000 – – (800,000 ) – – August 12, 2023 0.05 1.78 3,120,000 – (600,000 ) (230,000 ) 2,290,000 2,290,000 December 3, 2023 0.05 2.09 7,000,000 – (550,000 ) – 6,450,000 6,450,000 May 22, 2024 0.12 2.56 7,950,000 – – (50,000 ) 7,900,000 7,900,000 November 3, 2024 0.15 3.01 700,000 – – – 700,000 700,000 November 24, 2024 0.16 3.07 900,000 – (30,000 ) (550,000 ) 320,000 320,000 March 26, 2025 0.11 3.40 300,000 – (200,000 ) – 100,000 100,000 April 23, 2025 0.12 3.48 4,000,000 – (300,000 ) (350,000 ) 3,350,000 3,350,000 December 30, 2025 0.13 4.17 – 9,500,000 – – 9,500,000 9,500,000 August 30, 2026 0.70 4.83 – 21,700,000 – – 21,700,000 21,400,000 October 1, 2026 0.50 4.92 – 1,450,000 – – 1,450,000 1,450,000 Total 28,420,000 38,800,000 (2,630,000 ) (3,330,000 ) 61,260,000 60,797,500 Weighted average exercise price CA$0.09 CA$0.46 CA$0.07 CA$0.09 CA$0.33 CA$0.32 Aggregate intrinsic value $ 19,994,025 $ 19,908,026 Weighted average remaining life 3.46 3.46 WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated A summary of the changes in the Company’s nonvested stock options during the year ended October 31, 2021 are as follows: SCHEDULE OF NONVESTED STOCK OPTIONS Expiry Date Fair Value Per Share Weighted Average Life (Years) Nonvested as at October 31, 2020 Granted Vested Expired/ Cancelled Nonvested as at October 31, 2021 December 30, 2022 0.07 1.16 – 650,000 487,500 – 162,500 August 30, 2026 0.56 4.83 – 300,000 – – 300,000 Total – 950,000 487,500 – 462,500 Weighted average grant date fair value – per option – CA$0.22 CA$0.07 – CA$0.39 Weighted average grant date fair value – total – $ 170,781 $ 26,650 – $ 144,131 A summary of the changes in the Company’s stock options during the year ended October 31, 2020 are as follows: Expiry Date Exercise Price Weighted Average Life (Years) Outstanding as at October 31, 2019 Granted Exercised Expired/ Cancelled Outstanding as at October 31, 2020 Vested as at October 31, 2020 May 31, 2020 0.08 – 400,000 – (400,000 ) – – – June 3, 2020 0.05 – 550,000 – – (550,000 ) – – February 11, 2021 0.05 0.53 1,300,000 – – (500,000 ) 800,000 800,000 August 16, 2021 0.05 1.04 1,200,000 – – (600,000 ) 600,000 600,000 March 27, 2022 0.05 1.65 2,000,000 – – (250,000 ) 1,750,000 1,750,000 August 26, 2022 0.13 – – 500,000 – – 500,000 – April 19, 2023 0.05 2.72 800,000 – – – 800,000 800,000 August 12, 2023 0.05 3.03 3,780,000 – (100,000 ) (560,000 ) 3,120,000 3,120,000 December 3, 2023 0.05 3.35 9,600,000 – – (2,600,000 ) 7,000,000 7,000,000 May 22, 2024 0.12 3.81 10,000,000 – – (2,050,000 ) 7,950,000 7,950,000 November 3, 2024 0.15 4.27 – 700,000 – – 700,000 700,000 November 24, 2024 0.16 4.32 – 900,000 – – 900,000 775,000 March 26, 2025 0.11 4.66 – 300,000 – – 300,000 300,000 April 23, 2025 0.12 4.73 – 4,200,000 – (200,000 ) 4,000,000 3,625,000 Total 29,630,000 6,600,000 (500,000 ) (7,310,000 ) 28,420,000 27,420,000 Weighted average exercise price CA$0.07 CA$0.13 CA$0.07 CA$0.07 CA$0.09 CA$0.09 Aggregate intrinsic value $ 801,922 $ 866,441 Weighted average remaining life 3.18 3.18 The intrinsic value of options exercised during the year ended October 31, 2021 was $ 962,936 28,533 [e] Share-based payments and other reserves The share-based payments and other reserves are used to recognize the fair value of stock options granted to executive officers, directors, employees and consultants as part of their remuneration, as well as those of broker warrants issued in relation to the Company’s financings. When stock options and broker warrants are subsequently exercised, the fair value of such stock options and broker warrants in reserves is credited to share capital. Common share purchase warrants attached to units as part of a unit placement are assigned a $nil value. The residual method is used to calculate the fair value of the warrant component of units issued, whereby the residual of the private placement proceeds less the fair value of the share component is assigned as the fair value of the warrants. WESTERN MAGNESIUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Expressed in US Dollars, except where otherwise indicated In addition, the Company has allocated the intrinsic value of the beneficial conversion feature of the July 2021 Convertible Debenture capped at the face value of CA$ 100,000 79,542 [f] Obligations to issue shares As at October 31, 2021, the Company received advance share subscriptions in the amount of $ 209,827 596,872 [note 19[iv]] [g] Dilutive common shares For the year ended October 31, 2021, potentially dilutive common shares relating to common share purchase warrants and options outstanding totaling 120,808,982 38,529,642 |