Stockholders' Equity [Text Block] | =50%
200%
Equals
100%
negative 50%
50%
Note 7 - 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 three months ended March 31, 2023 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. During the three months ended March 31, 2023, the Company utilized its ATM program to raise gross proceeds of approximately $5 million by issuing 1,886,800 shares of common stock. In addition, the Company issued (i) 37,500 shares of common stock pursuant to an exercise of stock options for proceeds of $12,000, (ii) 9,018 shares of common stock pursuant to an exercise of warrants for proceeds of $18,757 and (iii) 18,609 shares of common stock to employees of the Company for the settlement of PSUs which vested on March 1, 2023. See "RSU" and "PSU" below. Share Issuances during the three months ended March 31, 2022 During the three months ended March 31, 2022, DTRC issued 329,528 shares of common stock valued at $1,600,000 for investment in mineral properties. The shares were valued at the closing prices on the dates of issuance. On March 31, 2022, pursuant to the DTRC Transaction, the Company acquired the remaining outstanding shares of Dakota (the "acquisition of NCI"), whereby the Company issued 35,208,728 shares to DTRC's stockholders for the acquisition of 35,208,728 DTRC shares not previously owned by the Company resulting in the Company owning 100% of DTRC upon the closing of the transaction. (see Note 1). 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, a Restricted Stock Unit ("RSU") or a Performance Stock Unit ("PSU"). As of March 31, 2023, a total of 3,454,122 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. During the three months ended March 31, 2023, the Company issued a total of 333,588 stock options with an exercise price of $2.81, exercisable for up to five years. The Company recognized stock-based compensation related to the vesting of stock options totaling $647,649 during the three months ended March 31, 2023, of which $99,612 was allocated to exploration expenses and $548,037 was allocated to administrative expenses, based upon the primary activities of the grantees. During the three months ended March 31, 2023, 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 option pricing model. The assumptions used to calculate the grant date fair value were as follows: a risk-free interest rate of 3.99%, an estimated volatility of 65%, a dividend yield of 0%, and an expected life of 3.5 years. During the three months ended March 31, 2022, DTRC granted no stock options. DTRC recognized stock-based compensation related to the vesting of stock options totaling $1,760,333 for the three months ended March 31, 2022, of which $285,798 was allocated to exploration costs and $1,474,535 was allocated to administrative expenses, based upon the primary activities of the grantees. Estimated volatility is calculated based on average volatility of the Company's peer group, because the Company does not have sufficient historical data. The Company 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 related to the options has been recognized in the consolidated financial statements since the grant date and the fair value, estimated at the initial grant date using the Black-Scholes option pricing model, will continue to be amortized over the vesting period. A summary of the DTRC's stock option activity and related information for the three months 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) Outstanding as of December 31, 2021 3,354,583 $ 4.06 4.37 Options expired (5,208 ) - - 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 three-month periods ended March 31, 2023 and 2022 is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 3,999,572 $ 3.89 3.68 Options granted 333,588 2.81 Options forfeited/cancelled (5,208 ) 4.76 Options exercised (37,500 ) 0.32 Outstanding as of March 31, 2023 4,290,452 $ 3.83 3.57 $ 2,764,000 Options exercisable as of March 31, 2023 2,300,000 $ 3.88 3.14 $ 1,822,625 Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding as of December 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 As of March 31, 2023, the unrecognized compensation cost related to unvested options was $1,530,323, which will be recognized over a weighted average period of 1.41 years. A summary of the Company's options outstanding at March 31, 2023 is as follows: Number of options Exercise price Remaining life Expiry date (years) 718,750 $ 1.92 2.96 March 15, 2026 1,866,667 $ 4.76 3.13 May 17, 2026 200,000 $ 5.09 3.46 September 13, 2026 300,000 $ 4.64 3.56 October 18, 2026 571,447 $ 3.01 4.43 September 1, 2027 300,000 $ 3.74 4.64 November 18, 2027 333,588 $ 2.81 4.93 March 1, 2028 4,290,452 Warrants A summary of the Company's warrant activity is as follows: Warrants Weighted average exercise price Balance, December 31, 2022 7,612,111 $ 2.08 Exercised (9,018 ) 2.08 Balance, March 31, 2023 7,603,093 $ 2.08 Warrants Weighted average exercise price Balance at March 31, 2022 and 7,615,718 $ 2.08 As of March 31,2023, all 7,603,093 warrants, all with a remaining life of 2.96 years, expire on March 15, 2026. RSUs and PSUs The Company's 2022 Stock Incentive Plan provides for the issuance of RSUs and PSUs in amounts as approved by the Company's board of directors. During the three months ended March 31, 2023, the Company issued RSUs and PSUs to certain members of management and other select employees and directors. The fair value of RSUs is measured at the grant-date price of the Company's shares. The RSUs granted in the three months ended March 31, 2023, vest over a three-year period. The PSUs granted in the three months ended March 31, 2023 vest over a three-year period. Each PSU award entitles the participant to receive a variable number of shares of the Company's common stock based on the Company's performance against the MVIS Global Junior Gold Miners 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, based on the table below: Company Stock Price Performance Relative to Index Performance by: Index Multiplier >=50% 200% Equals 100% negative 50% 50% <negative 50% 0% The fair value of the PSUs were determined using a Monte Carlo simulation. The grant date fair value for the 329,182 PSUs granted in the three months ended March 31, 2023 was calculated to be $1,223,456. The weighted average assumptions used in the Monte Carlo simulation were as follows: a risk-free interest rate of 4.70%, an estimated volatility of 74%, an expected dividend yield of 0%, and an expected term of 1.83 years. 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 $645,085 for the three months ended March 31, 2023, of which $102,334 was allocated to exploration expenses and $542,751 allocated to administrative expenses. As of March 31, 2023, there was $3,903,210 of total unrecognized compensation cost related to unvested RSUs and PSUs, which will be recognized over a weighted average period of 1.77 years. Allocations are based upon the primary activities of the grantees. The Company recognized compensation expense related to the vesting of RSUs totaling $1,479,009 for the three months ended March 31, 2022, of which $227,947 was allocated to exploration expenses and $1,251,062 allocated to administrative expenses. A summary of RSU and PSU awards outstanding and activity is as follows: Number of RSU Awards Weighted- average grant date fair value per award Number of PSU Awards Weighted- average grant date fair value per award Outstanding at December 31, 2022 545,260 $ 3.17 112,842 $ 2.99 Granted 622,567 2.81 329,182 3.72 Settled - - (37,615 ) 2.95 Outstanding at March 31, 2023 1,167,827 $ 2.98 404,409 $ 3.59 Number of RSU Awards Weighted- average grant date fair value per award Outstanding at March 31, 2022 1,150,000 $ 4.95 During the three months ended March 31, 2023, 37,615 PSUs settled at 86% of performance target through the issuance of 18,609 shares and payment of $38,000 for related withholding taxes. |