Stockholders' Equity [Text Block] | =50%
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Note 6 - 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. On May 18, 2023, pursuant to the authorization and approval provided by the stockholders at the Company's Annual General Meeting, the Company increased its authorized shares of common stock to 300,000,000 shares. Share Issuances During the Nine Months Ended September 30, 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 nine months ended September 30, 2023, the Company utilized its ATM program to raise gross proceeds of approximately $15.79 million by issuing 5,470,564 shares of common stock. In addition, the Company issued: (i) (ii) (iii) (iv) Share Issuances During the Nine Months Ended September 30, 2022 (i) (ii) (iii) (iv) (v) (vi) The Company issued 3,607 shares of common stock pursuant to an exercise of warrants for proceeds of $7,503. Stock-based Compensation Stock-based compensation expense is included in exploration as well as general and administrative expenses, based upon the primary activities of the grantees, as follows in the accompanying condensed consolidated interim statement of operations: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Exploration $ 162,042 $ 188,816 $ 572,886 $ 1,039,628 General and administrative 738,827 499,536 2,877,215 4,810,583 Total stock-based compensation expense $ 900,869 $ 688,352 $ 3,450,101 $ 5,850,211 Equity Awards Pursuant to the DTRC Merger on March 31, 2022, the Company cancelled DTRCs outstanding stock options and replaced them with options of the Company 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, employees and consultants. A unit can be a common stock purchase option ("stock option"), an RSU or a PSU. Outstanding stock options under the 2022 Stock Incentive Plan have a term of five years and RSUs and PSUs have terms up to three years. As of September 30, 2023, a total of 3,517,132 units relating to the Company's 2022 Stock Incentive Plan remained available for future grants. During the nine months ended September 30, 2023, under the 2022 Stock Incentive Plan, the Company issued 333,588 stock options at an exercise price of $2.81 per share to certain executive officers, where vesting commences over a one-to-three-year period based on a time-of-service vesting condition. The grant date fair value of the options was $1.39 per share for those issued during the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the Company granted 635,567 RSUs with an average fair value of $2.83 and 329,182 PSUs with an average fair value of $3.72, to executive officers, directors and employees. During the nine months ended September 30, 2022, under the 2022 Stock Incentive Plan, the Company issued 571,447 stock options at an exercise price of $3.01 per share to certain executive officers, where vesting commences over a one-to-three-year period based on a time-of-service vesting condition. The grant date fair value of the options was $1.43 per share for those issued during the nine months ended September 30, 2022. During the nine months ended September 30, 2022, the Company granted 420,260 RSUs with an average fair value of $3.01 and 112,840 PSUs with an average fair value of $2.99, to executive officers, directors and employees. Stock Options The weighted-average assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted during the nine months ended September 30, 2022: risk-free interest rate of 3.15%, estimated volatility of 65%, dividend yield of 0% and expected life of 3.35 years. 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 sufficient 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 recently granted options with similar terms. The stock-based compensation expense related to the options has been recognized in the Company's 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. As of September 30, 2023, the unrecognized compensation cost related to unvested options was $783,284, which will be recognized over a weighted average period of 1.39 years. A summary of the Company's stock option activity for the nine months ended September 30, 2023 and related information is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 3,999,572 $ 3.89 3.68 $ 937,420 Options granted 333,588 2.81 Options forfeited/cancelled (62,500 ) 3.34 Options exercised (68,750 ) 1.05 Outstanding as of September 30, 2023 4,201,910 $ 3.86 3.08 $ 570,938 Exercisable as of September 30, 2023 3,187,565 $ 4.05 2.77 $ 570,938 A summary of the Company's options outstanding as at September 30, 2023 is as follows: Expiry Date Number of Options Exercise Price Remaining Life (Years) March 15, 2026 656,250 $ 1.92 2.46 May 17, 2026 1,840,625 $ 4.76 2.63 September 13, 2026 200,000 $ 5.09 2.96 October 18, 2026 300,000 $ 4.64 3.05 September 1, 2027 571,447 $ 3.01 3.93 November 18, 2027 300,000 $ 3.74 4.14 March 1, 2028 333,588 $ 2.81 4.42 4,201,910 RSUs and PSUs The PSUs granted in the nine months ended September 30, 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 was determined using a Monte Carlo simulation, and the weighted average assumptions of the PSUs granted during the three and nine months ended September 30, 2023 are 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 fair value of RSUs granted during the three and nine months ended September 30, 2023 was measured at the grant-date price of the Company's shares. The RSUs and PSUs granted in the three and nine months ended September 30, 2023, vest over a three-year period. The stock-based compensation expense related to RSUs and PSUs has been recognized in the consolidated financial statements since the grant dates and the fair values determined at the initial grant date will continue to be amortized over the vesting period. The total grant date fair value of the RSUs and PSUs granted in the three and nine months ended September 30, 2023 was calculated to be $47,060 and $3,019,933, respectively. The total grant date fair value of the RSUs and PSUs granted in the three and nine months ended September 30, 2022 was calculated to be $1,602,479 and $1,602,479, respectively. As of September 30, 2023, there was $2,504,433 of total unrecognized compensation cost related to unvested RSUs and PSUs, which will be recognized over a weighted average period of 1.50 years. A summary of the Company's RSU awards outstanding and activity during the nine months ended September 30, 2023 is as follows: Number of RSU Weighted- Average Date Fair Value per Award Number of PSU Weighted- Average Date Fair Value per Award Outstanding as of December 31, 2022 545,258 $ 3.17 112,842 $ 2.99 Granted 635,567 2.83 329,182 3.72 Settled (226,050 ) 3.14 (37,615 ) 2.95 Outstanding as of September 30, 2023 954,775 $ 2.95 404,409 $ 3.59 During the nine months ended September 30, 2023, 37,615 PSUs settled at 86% of performance target through the issuance of 18,609 shares and payment of approximately $38,000 for related income taxes and 226,050 RSUs settled through the issuance of 165,663 shares and payment of approximately $225,000 for related income taxes. Warrants A summary of the Company's warrant activity for the nine months ended September 30, 2023 is as follows: Warrants Weighted Average Exercise Price Balance, December 31, 2022 7,612,111 $ 2.08 Exercised (9,018 ) 2.08 Balance, September 30, 2023 7,603,093 $ 2.08 As of September 30, 2023, the 7,603,093 warrants, all with a remaining life of 2.46 years, expire on March 15, 2026. |