Stockholders' Equity [Text Block] | NOTE 10 - Stockholders' Equity Common Stock The holders of common stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders. The holders of common stock have the sole right to vote. The common stock does not have any cumulative voting, pre-emptive, subscription or conversion rights. Election of directors requires the affirmative vote of a plurality of shares represented at a meeting, and other general stockholder action (other than an amendment to our Articles of Incorporation) requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is represented. The outstanding shares of common stock are validly issued, fully paid and non-assessable. In connection with the domestication process on May 22, 2020, the Company changed its share capital structure from unlimited authorized shares of common stock without par value to 144,302,330 authorized shares of common stock, with a par value of $0.001 per share. Share Issuances during the year ended March 31, 2022 During the year ended March 31, 2022, the Company issued 505,050 units at a weighted average price of $1.39 per unit for proceeds of $700,000 through various private placements. Each unit consists of one share of the Company's common stock (505,050 total shares) and one-half of one warrant (252,525 total warrants). Each whole warrant entitles the holder thereof to purchase, upon exercise, one share of the Company's common stock for $2.08 per share for a period expiring on March 15, 2026. In connection with the private placements, the Company incurred aggregate expenses of $381,428. Share Issuances during the year ended March 31, 2021 During the year ended March 31, 2021, the Company issued 5,632,508 shares of common stock at a weighted average price of $0.38 for proceeds of $2,126,387 and 14,722,397 units at a price of $1.39 for proceeds of $20,405,269 through various private placements. Each unit consists of one common share of the Company's common stocks (14,722,347 total shares) and one-half of a warrant (7,361,199 total warrants). Each whole warrant is exercisable into one common share of the Company at an exercise price of $2.08 for a period of 5 years. In connection with the private placements, the Company incurred expenses of $94,839. DTRC Share Issuances during the year ended March 31, 2022 On June 23, 2021, DTRC issued 2,311,000 shares of common stock at a price of $4.50 per share of common stock, for gross proceeds of $10,399,500 in connection with the initial tranche of a non-brokered private placement ("Private Placement"). On July 21, 2021, DTRC issued 8,734,611 shares of common stock at a price of $4.50 per share, for gross proceeds of $39,305,750 in connection with the second tranche of the non-brokered Private Placement. On August 2, 2021, DTRC entered into a series of substantially similar subscription agreements, pursuant to which DTRC issued and sold to certain investors, in the final tranche of the Private Placement, an aggregate of 120,550 shares of common stock at a price of $4.50 per share, for gross proceeds of $542,475. In aggregate, DTRC issued a total of 11,166,161 shares of common stock for total gross proceeds of $50,247,725. Robert Quartermain, a director and Co-Chair of the Company, purchased 50,000 shares in the Private Placement. DTRC paid a total of $732,099 in stock issuance costs related to the Private Placement. During the year ended March 31, 2022, DTRC also issued (i) 2,160,239 shares of DTRC common stock valued at $10,380,464 for investment in mineral properties (see Note 5 for additional discussion), (ii) 144,612 shares of DTRC common stock valued at $703,647 for settlements of debt (see Note 8 for additional discussion), and (iii) 1,450,000 shares of DTRC common stock valued at $7,177,500 (see "Restricted Stock Units" below) to directors, employees and consultants of the Company pursuant to the Company's RSU plan. All common stock issued was valued at the closing price on the dates of issuance. DTRC Share Issuances during the period from October 15, 2020 to March 31, 2021 During the period from October 15, 2020 to March 31, 2021, DTRC issued (i) 17,725,000 shares of common stock for $10,635,000; (ii) 750,000 shares of DTRC common stock valued at $1,320,000 for investment in mineral properties, (iii) 1,437,500 shares for $455,000 upon the exercise of stock options, (iv) 501,467 shares upon cashless exercise of stock options and warrants; and (v) 500,000 shares of common stock upon conversion of notes payable balances totaling $300,000 (See Note 3 for further discussion). Common stock issued pursuant to non-cash transactions was valued at the trading price on the dates of issuance. DTRC Dividends On November 13, 2020, DTRC declared a special cash dividend of $0.22 per common share, totaling $4,357,246, to the DTRC non-controlling interest stockholders of record as of December 22, 2020. The Company had contractually waived its right to receive its pro-rata share of this special cash dividend. This dividend was paid in January 2021 by DTRC. There were no regular dividends issued during the year ended March 31, 2022. Stock Options Issued by DTRC On March 11, 2021, DTRC's board of directors adopted a plan entitled the "2021 Stock Incentive Plan." The 2021 Stock Incentive Plan had a total of 6,250,000 common stock purchase options available for award to DTRC's directors, executive officers and consultants. As of March 31, 2022, just prior to the DTRC Merger, a total of 1,750,625 shares of DTRC's common stock remained available for future grants under the 2021 Stock Incentive Plan. Pursuant to the DTRC Merger (see Note 3), on March 31, 2022, the Company cancelled DTRCs outstanding stock options and replaced them with options of DGC under the "2022 Stock Incentive Plan" with the same terms and provisions. The 2022 Stock Incentive Plan had a total of 6,250,000 common stock purchase options available to award to DTRC's directors, executive officers and consultants. As of March 31, 2022, a total of 1,750,625 shares of DTRC's common stock remained available for future grants under the 2022 Stock Incentive Plan. Outstanding stock options under the 2022 Stock Incentive Plan have a term of five years. Outstanding stock options granted to third-party service providers generally vest over a period of up to two years. During the year ended March 31, 2022, DTRC granted a total of 2,571,250 stock options with a weighted average exercise price of $4.77, exercisable for up to five years. DTRC recognized stock-based compensation related to issuance of stock options totaling $7,829,425 during the year ended March 31, 2022, of which $1,444,497 was allocated to exploration costs and $6,384,928 and allocated to administrative expenses. During the year ended March 31, 2021, DTRC recognized $124,706 of stock-based compensation, allocated to general and administrative expenses. During the year ended March 31, 2022, the Company estimated the fair value of each stock option to have a weighted average grant date fair value of $2.90 per share using a Black Scholes valuation model. The weighted- average assumptions used to calculate the grant date fair value were as follows: risk-free interest rate ranging from 0.82% - 1.28%, estimated volatility of 100%, dividend yield of 0%, and expected life of 4.5 years. The share based compensation expense related to the options has been recognized in consolidated financial statements since the grant date and the fair value determined at the initial grant date using Black-Scholes will continue to be amortized over the vesting period. The fair value was determined at the grant date based on the market value of the underlying securities. A summary of the DTRC's stock option activity and related information for the period ended March 31, 2022 under the 2021 Stock Incentive Plan is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of October 15, 2020 2,062,500 $ 0.32 4.13 $ 2,146,000 Options granted 750,000 1.92 4.96 - Options exercised (1,987,500 ) 0.32 - 3,635,688 Outstanding as of March 31, 2021 825,000 $ 1.77 4.86 $ 285,000 Options granted 2,571,250 4.77 Options expired (5,208 ) - Options forfeited/cancelled (41,667 ) 2.63 Outstanding as of March 31, 2022 3,349,375 $ 4.06 4.12 $ 3,166,100 Canceled on acquisition of NCI (3,349,375 ) Outstanding as of March 31, 2022 - - - - A summary of the Company's stock option activity and related information for the period March 31, 2022 is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of March 31, 2021 and 2020 - $ - - $ - Stock options issued on acquisition of NCI 3,349,375 4.06 4.12 3,166,100 Outstanding as of March 31, 2022 3,349,375 $ 4.06 4.12 $ 3,166,100 Options exercisable as of March 31, 2022 1,645,625 $ 3.32 4.04 $ 2,765,200 As of March 31, 2022, the unrecognized compensation cost related to unvested options was $2,480,399, which will be expensed through December 2023. A summary of the Company's options outstanding at March 31, 2022 follows: Number of options Exercise price Remaining life Expiry date (years) 75,000 $ 0.32 2.76 January 1, 2025 718,750 $ 1.92 3.96 March 15, 2026 2,055,625 $ 4.76 4.13 May 17, 2026 200,000 $ 5.09 4.46 September 13, 2026 300,000 $ 4.64 4.56 October 18, 2026 3,349,375 Warrants During the year ended March 31, 2022, in connection with various private placements, the Company issued 252,525 (2021 - 7,363,193) warrants with an exercise price of $2.08 (2021 - $2.08) per warrant. ASC 480, Distinguishing Liabilities from Equity A summary of changes of warrant activities is as follows: Warrants Weighted average Balance, March 31, 2020 - $ - Issued 7,363,193 2.08 Balance, March 31, 2021 7,363,193 $ 2.08 Issued 252,525 2.08 Balance, March 31, 2022 7,615,718 $ 2.08 As of March 31, 2022, all 7,615,718 warrants, all with a remaining life of 3.96 years, expire on March 15, 2026. Restricted Stock Units ("RSU") During the year ended March 31, 2022, the Company issued 1,150,000 RSUs with a fair value of $4.95 per share, vesting on June 4, 2022, to certain directors, employees and consultants to the Company. The stock-based compensation expense related to the RSUs is recognized in consolidated financial statements since the grant date and the fair value determined at the initial grant date will continue to be amortized over the vesting period. The fair value was determined at the grant date based on the closing price of the underlying securities. DTRC recognized stock-based compensation related to the issuance of RSUs totaling $4,585,577 and $0 during the years ended March 31, 2022 and 2021, respectively, of which $415,371 was allocated to exploration costs and $4,170,206 was allocated to administrative expenses based upon the primary activities of the grantees. As of March 31, 2022, the unrecognized compensation cost related to unvested RSUs was $1,068,173, which will be expensed through June 4, 2022. On June 6, 2022, 800,000 RSUs were exercised, with 350,000 remaining unexercised. Bonus Shares Issued by DTRC During the year ended March 31, 2022, DTRC issued 1,450,000 shares of common stock valued at $7,177,500 as bonus shares to directors, employees and consultants of DTRC, with the share-based compensation expense for the bonus shares being allocated as $1,237,500 to exploration costs and $5,940,000 to general and administrative expenses based upon the primary activities of the grantees. |