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NOTE 9 - 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. On March 8, 2022, the Company completed a reverse split of its common stock on a 1 for 35,641,667 / 49,398,602 basis. All share numbers and common stock prices presented give effect to the reverse split. 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. Stock Issuances during the fiscal year ended December 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 fiscal year ended December 31, 2023, the Company utilized its ATM program to raise net proceeds of approximately $17.95 million by issuing 6,470,564 shares of common stock. On October 11, 2023, the Company entered into a binding agreement with OMF Fund IV SPV C LLC, an entity managed by Orion Mine Finance ("Orion"), for an investment of $17 million in the Company and a commitment from Orion for future financing support. On October 20, 2023, Orion purchased 6,666,667 shares of common stock of the Company at a price of $2.55 per share for aggregate gross proceeds of $17 million in a registered direct offering (the "Orion Equity Investment"). Following the closing of the Orion Equity Investment, Orion owns approximately 7.8% of the Company's issued and outstanding shares of common stock. Concurrent with the consummation of the Orion Equity Investment, the Company sold to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of up to $1 million, with $75,000 paid at closing and the remaining $925,000 payable by Orion upon the achievement of certain development milestones. The Company paid a total of $179,774 in stock issuance costs related to the Orion Equity Investment. In connection with the Orion Equity Investment, Orion has been granted a right to match the terms of future financings of the Company (the "Matching Right"). Orion's Matching Right does not include any equity or convertible debt offering conducted by the Company on a non-brokered basis or conducted by banks or brokers with aggregate proceeds of up to $200 million (of which no more than $50 million may be in the form of unsecured convertible debt), including equity issuances from the Company's ATM offering program. Both the Orion Equity Investment and the Matching Right will expire on the earlier of (i) October 11, 2033, (ii) the date that is 24 months after the date the Company obtains all permits and planning approvals necessary for construction on one of its material properties, and (iii) the closing of a financing by the Company in the aggregate amount of at least $300 million, so long as the Company complied with its obligation to permit Orion to exercise its Matching Right. In addition, the Company issued: 68,750 shares of common stock pursuant to an exercise of stock options for proceeds of $72,000; 9,018 shares of common stock pursuant to an exercise of warrants for proceeds of $18,757; 18,609 shares of common stock to employees of the Company for the settlement of PSUs; and 165,663 shares of common stock to employees and directors of the Company for the settlement of RSUs. Stock Issuances during the nine months ended December 31, 2022 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. 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 of 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 4), (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. The total intrinsic value of stock options exercised during the year ended December 31, 2023 and nine months ended December 31, 2022 was $44,586 and $Nil, respectively. 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 consolidated statement of operations: Year Ended December 31, 2023 Nine Months $ $ Exploration 726,159 713,307 General and administrative 3,596,836 2,751,093 Total stock-based compensation expense 4,322,995 3,464,400 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 RSU or a PSU. As of December 31, 2023, a total of 3,517,132 units relating to the 2022 Stock Incentive Plan remained available for future grants. Stock Options Outstanding stock options under the 2022 Stock Incentive Plan have a term of five years. During the fiscal year ended December 31, 2023, the Company issued 333,588 stock options at an exercise price of $2.81 per share, exercisable for up to five years, 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 fiscal year ended December 31, 2023. The assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted in 2023: risk-free interest rate of 3.99%, estimated volatility of 65%, dividend yield of 0% and expected life of 3, 3.5 and 4 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, to certain executive officers, where vesting commences over a one-to-three-year period based on a time-of-service vesting condition. The weighted-average grant date fair value of the options was $1.54 per share for the options issued during the nine months ended December 31, 2022. The assumptions used in the Black-Scholes option-pricing model are as follows for the stock options granted in the nine months ended December 31, 2022: risk-free interest rate ranging from 3.15% to 3.77%, estimated volatility of 65%, dividend yield of 0%, and expected life of 2.74 to 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. The Company recognized stock-based compensation related to issuance of stock options totaling $1,589,576 during the fiscal year ended December 31, 2023 compared to $1,868,637 during the nine months ended December 31, 2022, of which $265,924 was allocated to exploration expenses compared to $448,992 during the nine months ended December 31, 2022 and $1,323,652 was allocated to administrative expenses based upon the primary activities of the grantees compared to $1,419,645 during the nine months ended December 31, 2022. 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 December 31, 2023, the unrecognized compensation cost related to unvested options was $588,396, which will be recognized over a weighted average period of 1.27 years. A summary of the Company's stock option activity and related information for the fiscal year ended December 31, 2023 and the nine months ended December 31, 2022 is as follows: Number Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value # $ Outstanding as of March 31, 2022 3,349,375 4.06 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 3.89 Options granted 333,588 2.81 Options forfeited/cancelled (62,500 ) 3.34 Options exercised (68,750 ) 1.05 Outstanding as of December 31, 2023 4,201,910 3.86 2.83 459,375 Options exercisable as of December 31, 2023 3,287,357 4.07 2.53 459,375 The total intrinsic value and fair value of stock options that vested in the year ended December 31, 2023 and the nine months ended December 31, 2022 was $1,147,565 and $1,607,083, respectively. A summary of the Company's options outstanding at December 31, 2023 follows: Expiry Date Number of Options Exercise Price Remaining Life (Years) # $ March 15, 2026 656,250 1.92 2.21 May 17, 2026 1,840,625 4.76 2.38 September 13, 2026 200,000 5.09 2.71 October 18, 2026 300,000 4.64 2.80 September 2, 2027 571,447 3.01 3.67 November 18, 2027 300,000 3.74 3.89 March 1, 2028 333,588 2.81 4.17 4,201,910 Warrants During the fiscal year ended December 31, 2023, the Company issued no warrants. A summary of the Company's warrant activity is as follows: Warrants Weighted Average Exercise Price $ Balance, March 31, 2022 7,615,718 2.08 Exercised (3,607 ) 2.08 Balance, December 31, 2022 7,612,111 2.08 Exercised (9,018 ) 2.08 Balance, December 31, 2023 7,603,093 2.08 As of December 31, 2023, all 7,603,093 warrants, all with a remaining life of 2.21 years, expire on March 15, 2026. RSUs The Company's 2022 Stock Incentive Plan provides for the issuance of RSUs in amounts as approved by the Company's board of directors. During the fiscal year ended December 31, 2023, the Company granted 635,567 RSUs with an average fair value of $2.83 to executive officers, directors and employees. During the nine months ended December 31, 2022, the Company granted 545,258 RSUs with an average fair value of $3.17, to executive officers, directors and employees. The total grant date fair value of the RSUs in the fiscal year ended December 31, 2023 was calculated to be $1,796,473 (nine months ended December 31, 2022 - $1,729,977). Each RSU represents the right to receive one share of the Company's common stock. The fair value of RSUs granted during the fiscal year ended December 31, 2023 was measured at the grant-date price of the Company's shares and vest over a three-year period. The stock-based compensation expense related to RSUs will continue to be amortized over the vesting period. The Company recognized stock-based compensation expense related to the vesting of RSUs totaling $1,826,869 for the fiscal year ended December 31, 2023, compared to $1,505,872 for the nine months ended December 31, 2022, of which $265,799 was allocated to exploration expenses compared to $241,010 for the nine months ended December 31, 2022 and $1,561,070 was allocated to administrative expenses compared to $1,264,862 for the nine months ended December 31, 2022. Allocations are based upon the primary activities of the grantees. As of December 31, 2023, there was $1,261,887 of total unrecognized compensation cost related to unvested RSUs, which will be recognized over a weighted average period of 1.40 years. During the fiscal year ended December 31, 2023, 226,050 RSUs settled through the issuance of 165,663 shares and payment of approximately $225,000 for related income taxes. PSUs The Company's 2022 Stock Incentive Plan provides for the issuance of PSUs in amounts as approved by the Company's board of directors. During the fiscal year ended December 31, 2023, the Company granted 329,182 PSUs with an average fair value of $3.72, to executive officers. During the nine months ended December 31, 2022, the Company granted 112,842 PSUs with an average fair value of $2.99, to executive officers. The total grant date fair value of the PSUs granted in the fiscal year ended December 31, 2023 was calculated to be $1,223,460 (nine months ended December 31, 2022 - $337,527). The PSUs granted in the fiscal year ended December 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 was determined using a Monte Carlo simulation, and the weighted average assumptions of the PSUs granted during the fiscal year ended December 31, 2023 are as follows: a risk-free interest rate of 4.65%, an estimated volatility of 73.3%, an expected dividend yield of 0%, and an expected term of 1.83 years. The stock-based compensation expense related to PSUs will be attributed separately for each vesting tranche of the award. The stock-based compensation for each vesting tranche will be recognized ratably from the service inception date to the vesting date for each tranche. The Company recognized stock-based compensation expense related to the vesting of PSUs totaling $906,550 for the fiscal year ended December 31, 2023, compared to $89,891 for the nine months ended December 31, 2022, of which $194,436 was allocated to exploration expenses compared to $23,305 for the nine months ended December 31, 2022 and $712,114 was allocated to administrative expenses compared to $66,586 for the nine months ended December 31, 2022. Allocations are based upon the primary activities of the grantees. As of December 31, 2023, there was $564,552 of total unrecognized compensation cost related to unvested PSUs, which will be recognized over a weighted average period of 1.52 years. During the fiscal year ended December 31, 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. A summary of the status and activity of the Company's non-vested RSUs and PSUs for the year ended December 31, 2023 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 # $ # $ Non-vested, January 1, 2023 545,259 3.17 112,842 2.99 Granted 635,567 2.83 329,182 3.72 Vested (226,048 ) 3.14 (37,615 ) 2.95 Non-vested, December 31, 2023 954,778 2.95 404,409 3.59 The total intrinsic value and fair value of RSUs that vested in the year ended December 31, 2023 and the nine months ended December 31, 2022 was $709,988 and $5,777,500, respectively. The total intrinsic value and fair value of PSUs that vested in the year ended December 31, 2023 and the nine months ended December 31, 2022 was $512,611 and $111,094, respectively. |