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 nine months ended December 31, 2022 During the nine months ended December 31, 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 5), (iii) 3,607 shares of common stock pursuant to an exercise of warrants for proceeds of $7,503 and (iv) 962,750 shares of common stock (see "RSU" below) to employees of the Company for the settlement of RSUs which vested on June 4, 2022. On October 21, 2022, the Company entered into an Equity Distribution Agreement with BMO Capital Markets Corp. and Canaccord Genuity LLC (collectively, the "Sales Agents"), to establish an ATM Program. Under the ATM Program, the Company may offer and sell shares of common stock having aggregate proceeds of up to $50 million, from time to time, through any of the Sales Agents. On November 1, 2022, following establishment of the ATM program, the Company issued 1,000,000 shares from the ATM program at an average price of $3.10 for gross proceeds of $3.1 million. Subsequent to December 31, 2022, the Company utilized its ATM to raise gross proceeds of approximately $5 million. 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. 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 (Note 5), (ii) 144,612 shares of DTRC common stock valued at $703,647 for settlements of debt (Note 8), 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. 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 (Note 3), on March 31, 2022, Company cancelled DTRCs outstanding stock options and replaced them with options of Dakota Gold Corp. ("DGC") with the same terms and provisions. In March 2022, the Company's Board of Directors adopted the "2022 Stock Incentive Plan". 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, a Restricted Stock Unit ("RSU") or a Performance Stock Unit ("PSU"). As of December 31, 2022, a total of 4,720,453 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 nine months ended December 31, 2022, the Company issued a total of 871,447 stock options with a weighted average exercise price of $3.26, exercisable for up to five years. The Company recognized stock-based compensation related to issuance of stock options totaling $1,868,636 during the nine months ended December 31, 2022, of which $448,991 was allocated to exploration expenses and $1,419,645 was allocated to administrative expenses, based upon the primary activities of the grantees. The assumptions used to calculate the grant date fair value were as follows: risk-free interest rate ranging from 3.15% - 3.77%, estimated volatility of 65%, dividend yield of 0%, and expected life of 2.74 - 3.85 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. 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 expenses and $6,384,928 was allocated to 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 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 stock-based compensation expense related to the options has been recognized in the 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. A Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Value 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 Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Value Outstanding as of March 31, 2021 - $ - - $ Options issued upon acquisition of non-controlling interest 3,349,375 4.06 4.12 Outstanding as of March 31, 2022 3,349,375 $ 4.06 4.12 $ 1,141,438 Options granted 871,447 3.26 Options forfeited/cancelled (183,750 ) 4.76 Options exercised (37,500 ) 0.32 Outstanding as of December 31, 2022 3,999,572 $ 3.93 3.68 $ 937,420 Options exercisable as of December 31, 2022 2,337,500 $ 3.87 3.36 $ 914,563 As $1.6 A summary of the Company's options outstanding at December 31, 2022 follows: Number of options Exercise price Remaining life Expiry date (years) 37,500 $ 0.32 2.01 January 1, 2025 718,750 $ 1.92 3.21 March 15, 2026 1,871,875 $ 4.76 3.38 May 17, 2026 200,000 $ 5.09 3.71 September 13, 2026 300,000 $ 4.64 3.80 October 18, 2026 571,447 $ 3.01 4.67 September 1, 2027 300,000 $ 3.74 4.89 November 18, 2027 3,999,572 Warrants During the nine months ended December 31, 2022 the Company issued no warrants. During the year ended March 31, 2022, the Company issued 252,525 warrants with an exercise price of $2.08 per warrant in connection with various private placements. ASC 480, Distinguishing Liabilities from Equity A summary of changes of warrant activities is as follows: Warrants Weighted exercise price Balance, March 31, 2021 7,363,193 $ 2.08 Issued 252,525 2.08 Balance, March 31, 2022 7,615,718 $ 2.08 Exercised (3,607 ) 2.08 Balance, December 31, 2022 7,612,111 $ 2.08 As of December 31, 2022, all 7,612,111 warrants, all with a remaining life of 3.20 years, expire on March 15, 2026. 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 nine months ended December 31, 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 Company recognized stock-based compensation expense related to the vesting of RSUs and PSUs totaling $1,595,763 for the nine months ended December 31, 2022, of which $264,315 was allocated to exploration expenses and $1,331,448 allocated to administrative expenses. As of December 31, 2022, there was $1,539,887 of total unrecognized compensation cost related to unvested RSUs and PSUs, which will be recognized over a weighted average period of 1.42 years. Allocations are based upon the primary activities of the grantees. During the year ended March 31, 2022, DTRC 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 during the year ended March 31, 2022, of which $415,371 was allocated to exploration expenses and $4,170,206 was allocated to administrative expenses based upon the primary activities of the grantees. On June 6, 2022, 800,000 of DTRC’s RSUs were settled and on December 16, 2022, the remaining 350,000 RSUs were net settled. A summary of RSU and PSU awards outstanding and activity during the nine months ended December 31, 2022 are as follows: Number of RSU Awards Weighted- average grant date fair value per award Number of PSU Awards Weighted- average date fair value per award Outstanding at March 31, 2022 1,150,000 $ 4.95 - $ - Settled (1,150,000 ) 4.95 - - Granted 545,260 3.17 112,840 2.99 Outstanding at December 31, 2022 545,260 $ 3.17 112,840 $ 2.99 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 stock-based compensation expense for the bonus shares being allocated as $1,237,500 to exploration expenses and $5,940,000 to general and administrative expenses based upon the primary activities of the grantees. |