Stockholders' Equity [Text Block] | Note 5 - 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 common stock represented at a meeting, and other general stockholder action (other than an amendment to our Articles of Incorporation) requires the affirmative vote of the 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 six months ended September 30, 2022 During the six months ended September 30, 2022, the Company issued (i) 37,500 shares of common stock pursuant to an exercise of stock options for proceeds of $12,000, (ii) 306,749 shares of common stock valued at $1,500,000 (included in additional paid-in capital as at March 31, 2022) and 180,000 shares of common stock valued at $675,000, in connection with the amendment to the Richmond Hill Option agreement (Note 2), (iii) 3,607 shares of common stock pursuant to an exercise of warrants for proceeds of $7,503 and (iv) 800,000 shares of common stock (see "RSU" below) to employees of the Company for the settlement of RSUs which vested on June 4, 2022. An additional 350,000 RSUs vested on the same date, but the related shares of common stock have not been issued as at November 8, 2022. Share Issuances during the six months ended September 30, 2021 During the six months ended September 30, 2021, 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 of common stock) and one-half 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. DTRC Share Issuances during the six months ended September 30, 2021 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 six months ended September 30, 2021, DTRC also issued (i) 1,432,600 shares of DTRC common stock valued at $6,964,463 for investment in mineral properties, (ii) 144,612 shares of DTRC common stock valued at $703,646 for a settlement of debt, (iii) 1,450,000 shares of DTRC common stock valued at $7,177,500 as bonus shares to directors, employees and consultants to DTRC and (iv) 37,500 shares of common stock for cash consideration of $37,500. For the six months ended September 30, 2021, the share-based compensation expense for the bonus shares was allocated $1,361,250 to exploration costs and $5,816,250 to general and administrative expenses. Of the 1,450,000 shares of common stock issued as bonus shares, 400,000 shares vested on June 4, 2021 and the remaining 1,050,000 vested on June 4, 2022. The share-based compensation expense for the bonus shares were 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. Stock Options Issued Pursuant to the DTRC Merger on March 31, 2022, the Company cancelled DTRCs outstanding stock options and replaced them with options of Dakota Gold Corp. ("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 units available to award to the Company's directors, executive officers and consultants. A unit can be a common stock purchase option, an RSU or a Performance Stock Unit ("PSU"). As of September 30, 2022, a total of 5,145,453 units relating to the 2022 Stock Incentive Plan remained available for future grants. 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 six months ended September 30, 2022, the Company issued a total of 571,447 stock options with an exercise price of $3.01, exercisable for up to five years. The Company recognized stock-based compensation related to issuance of stock options totaling $1,430,152 during the six months ended September 30, 2022, of which $333,964 was allocated to exploration expenses and $1,096,188 was allocated to administrative expenses, based upon the primary activities of the grantees. During the six months ended September 30, 2022, the Company estimated the fair value of each stock option granted to have a weighted average grant date fair value of $1.43 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 of 3.15%, estimated volatility of 65%, dividend yield of 0%, and expected life of 3.35 years. During the six months ended September 30, 2021, DTRC granted a total of 2,271,250 stock options with a weighted average exercise price of $4.79, exercisable for up to five years. DTRC recognized stock-based compensation related to the vesting of stock options totaling $2,710,715 for the six months ended September 30, 2021, of which $699,887 was allocated to exploration costs and $2,010,828 was allocated to administrative expenses, based upon the primary activities of the grantees. During the six months ended September 30, 2021, DTRC estimated the fair value of each stock option granted to have a weighted average grant date fair value of $3.39 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 0.39% - 1.02%, estimated volatility of between 83% and 96%, dividend yield of 0%, and expected life ranging from 4.08 to 5.0 years. Estimated volatility is calculated based on average volatility of the Company's peer group because the Company does not have sufficient historical data and will continue to use peer group volatility information until historical volatility of the Company is available to measure expected volatility for future grants. Peers are companies at similar stages of mine development and operating jurisdictions who have granted options with similar terms recently. The stock-based compensation expense is recognized as the fair value determined at the initial grant date using Black-Scholes which is amortized over the vesting period. A summary of the Company's stock option activity and related information for the period ended September 30, 2022 is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of March 31, 2022 3,349,375 $ 4.06 4.12 $ 1,141,438 Options granted 571,447 3.01 Options exercised (37,500 ) 0.32 Outstanding as of September 30, 2022 3,883,322 $ 3.94 3.83 $ 937,420 Options exercisable as of September 30, 2022 2,360,000 $ 3.84 3.59 $ 914,563 As of September 30, 2022, the unrecognized compensation cost related to unvested options was $1,811,466, which will be expensed through June 2025. Allocations are based upon the primary activities of the grantees. Warrants As of September 30, 2022, there were 7,612,111 warrants outstanding, all with an exercise price of $2.08 and expiring on March 15, 2026. During the three-month period ended September 30, 2022, 3,607 shares of common stock were issued pursuant to an exercise of warrants for proceeds of $7,503. RSUS and PSUs The Company has an RSU plan that provides for the issuance of RSUs and PSUs in amounts as approved by the Company's board of directors. During the quarter ended September 30, 2022, the Company issued PSUs to certain members of management and other select employees. RSUs and PSUs generally vest in one-third increments over a three-year period, and compensation cost is recognized over the respective service periods based on the grant date fair value. Each RSU represents the right to receive one share of the Company's common stock. Each PSU award entitles the participant to receive a variable number of shares of the Company's common stock at the end of a specified period. The total number of shares that would vest under the PSUs will be determined at the end of each of the next three-year performance periods based on the Company's performance against the index for the relevant performance periods. The total number of shares that may be earned for PSUs is based on performance over the performance period and ranges from 0% to 200% of the target number of shares. The fair value of RSUs is measured at the grant-date price of the Company’s shares. The fair value of PSUs is measured at the grant-date fair value. The compensation expense related to the RSUs and PSUs has been recognized in the 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 Company recognized compensation expense related to the vesting of RSUs and PSUs totaling $112,544 for the three and six months ended September 30, 2022, of which $27,289 was allocated to exploration expenses and $85,255 allocated to administrative expenses. As of September 30, 2022, there was $1,489,933 of total unrecognized compensation cost related to unvested RSUs and PSUs. Allocations are based upon the primary activities of the grantees. The fair value of RSUs is measured at the grant-date price of the Company’s shares. The fair value of PSUs is measured at the grant-date fair value. A summary of RSU and PSU awards outstanding and activity during the three and six months ended September 30, 2022 are as follows: Number of Weighted- Number of Weighted- Outstanding at March 31, 2022 1,150,000 $ 4.95 - $ - Vested (1,150,000 ) 4.95 - - Outstanding at June 30, 2022 - - - - Granted 420,260 3.01 112,840 2.99 Outstanding at September 30, 2022 420,260 $ 3.01 112,840 $ 2.99 During the three months ended June 30, 2022, the Company recognized stock-based compensation related to the vesting of RSUs totaling $1,068,173, of which $164,629 was allocated to exploration costs and $903,544 allocated to administrative expenses, for the RSUs that were granted in June 2021 and that vested on June 4, 2022. As of June 30, 2022, there was no unrecognized compensation cost related to unvested RSUs granted in June 2021 , therefore there was no stock-based compensation related to these RSUs for the three months ended September 30, 2022 . Bonus Shares of Common Stock Issued by DTRC during the six months ended September 30, 2021 During the six months ended September 30, 2021, 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 stock-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. |