SHARE CAPITAL | 9. SHARE CAPITAL a) Share capital Authorized share capital Unlimited Common Shares without par value. BRUUSH ORAL CARE INC. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in U.S. dollars) Three and six months ended April 30, 2023 and 2022 Shares outstanding On July 29, 2022, the Company completed a share reorganization (the “Share Reorganization”) to redesignate all Class B shares to common shares and to convert the Class A shares to common shares. The Company also effected a share consolidation on the basis of 1 new share for each 3.86 6,824,127 7,130,223 3,615,116 The Company also completed another Share Reorganization on July 31, 2023 in which 1 new share was issued for each 25 outstanding shares 12,784,209 511,361 Six months ended April 30, 2023: On December 9, 2022, the Company closed a private placement pursuant (“the Private placement”) to a securities purchase agreement with institutional investors. The Company issued 118,667 78,000 15 2,948,050 14.98 Each of the units consists of one share of common stock and one non-tradable warrant (“the unit warrants”) exercisable for one share of common stock at a price of $15 for a period of 5.5 years from the closing date of the Private placement. 283 In connection with the Private placement, the Company paid share issuance costs of $ 623,776 295,000 132,500 196,276 623,776 205,982 During the six months ended April 30, 2023, the Company issued 66,667 66,667 1,667 9.56 Six months ended April 30, 2022: There were no a) Options The Company has established a stock option plan for its directors, officers, employees, and consultants under which the Company may grant options (each, an “Option”) from time to time to acquire Shares. The exercise price of each Option shall be determined by the Board of Directors. Options may be granted for a maximum term of five years BRUUSH ORAL CARE INC. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in U.S. dollars) Three and six months ended April 30, 2023 and 2022 Six months ended April 30, 2023: On April 3, 2023, the Company granted 40,800 6.25 April 3, 2028 162,384 6.48 6.50 0 72 2.94 5 Six months ended April 30, 2022: There were no During the six months ended April 30, 2023, the Company recognized share-based compensation expense of $ 6,245 7,862 As at April 30, 2023, the following options were outstanding and vested, entitling the holders thereof the right to purchase one common share for each option held as follows: SUMMARY OF OPTIONS OUTSTANDING Outstanding Exercise Price Expiry Date Vested 3,207 CAD$ 172.50 November 9, 2025 3,207 40,800 $ 6.25 April 3, 2028 - 44,007 3,207 b) Warrants During August 2022, the Company’s volume weighted average stock price was less than the exercise floor of $ 52 ● Effective after the closing of trading on November 3, 2022 (the 90 th 104 52 ● On November 3, 2022, the Company also issued to an aggregate amount of 266,420 266,420 November 3, 2027 52 Continuity of the warrants issued and outstanding as follows: SUMMARY OF WARRANTS ISSUED AND OUTSTANDING Number of warrants Weighted average exercise price Outstanding, October 31, 2021 29,210 $ 196.75 Granted 174,078 105.50 Outstanding, October 31, 2022 203,288 $ 118.75 Granted 553,019 5.25 Exercised (66,667 ) 0.025 Outstanding, April 30, 2023 689,640 $ 46.00 BRUUSH ORAL CARE INC. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (Unaudited - Expressed in U.S. dollars) Three and six months ended April 30, 2023 and 2022 The following table discloses the number of warrants outstanding as at April 30, 2023: SUMMARY OF WARRANTS OUTSTANDING Number of warrants Price Expiry date 10,736 CAD$ 86.75 August 3, 2024 18,474 CAD$ 260.50 August 3, 2024 163,565 $ 52 August 4, 2027 10,514 $ 130 August 4, 2027 11,931 $ 0.025 August 4, 2027 266,420 $ 52 November 3, 2027 118,667 $ 15 June 9, 2028 78,000 $ 15 June 9, 2028 11,333 $ 0.025 No expiry 689,640 As at April 30, 2023, the weighted average life remaining of warrants outstanding is 4.36 c) Restricted Share Awards On June 30, 2022, the Company issued 19,689 71.25 During the six months ended April 30, 2023, the Company recognized share-based compensation expense of $ 399,909 nil As at April 30, 2023 and October 31, 2022, 19,689 | 12. SHARE CAPITAL a) Share capital Authorized share capital Unlimited Common Shares without par value. Shares outstanding On July 29, 2022, the Company completed a share reorganization (the “Share Reorganization”) to redesignate all Class B shares to common shares and to convert the Class A shares to common shares. The Company also effected a share consolidation on the basis of 1 new share for each 3.86 shares outstanding (the “Consolidation”). Prior to the Share Reorganization and Consolidation, the Company had 6,824,127 Class A and 7,130,223 Class B common shares issued and outstanding. Immediately following the Share Reorganization and Consolidation, the Company had 3,615,116 common shares outstanding. Except where otherwise indicated, all historical share numbers and per share amounts have been adjusted on a retroactive basis to reflect following the Share Reorganization and Consolidation. Year ended October 31, 2022: On July 22, 2022, the Company cancelled 316,023 On August 5, 2022, the Company closed its IPO of 3,728,549 units at $ 4.16 per unit, each unit consists of one share of common stock and one warrant, with an exercise price of $ 4.16 per share. The gross proceeds of the offering were $ 15,510,764 . The fair value of the warrants was determined to be $ 5,047,704 and was estimated using the Black-Scholes Options Pricing Model using the following assumptions: expected dividend yield - 0 %, expected volatility - 66 %, risk-free interest rate – 2.79 % and an expected remaining life - 5 years. In connection with the IPO, the Company paid share issuance costs of $ 1,840,861 consisting of $ 1,085,753 in underwriting fees, $ 500,000 in legal fees and $ 255,108 in other related expenses. In addition, the Company issued 262,841 warrants to the underwriter exercisable at $ 5.20 until August 4, 2027. The fair value of the underwriter warrants was estimated to be $ 318,581 using the Black-Scholes Options Pricing Model using the following assumptions: expected dividend yield - 0 %, expected volatility - 66 %, risk-free interest rate – 2.92 % and an expected remaining life - 5 years (Note 13). On August 5, 2022, the Company issued 757,212 shares with a fair value of $ 2,124,886 as part of the repayment of its December Senior Secured Promissory Notes and April Senior Secured Promissory Notes. On September 30, 2022, the Company issued 50,000 shares with a fair value of $ 140,310 to a consultant for marketing services. Year ended October 31, 2021: On August 13, 2021, the Company issued 2,277 12,658 Year ended January 31, 2021: On February 12, 2020, the Company issued 108,233 452,694 On February 12, 2020, the Company issued 36,078 5.56 4.17 200,000 150,898 BRUUSH ORAL CARE INC. NOTES TO THE FINANCIAL STATEMENTS (Expressed in U.S. dollars) Twelve months ended October 31, 2022, nine months ended October 31, 2021 and twelve months ended January 31, 2021 12. SHARE CAPITAL (continued) On February 13, 2020, the Company issued 90,194 5.56 4.17 525,000 377,239 On June 24, 2020, the Company issued 508,696 2,074,902 On June 24, 2020, the Company issued 112,743 2.20 1.66 250,000 183,945 459,863 275,918 On July 17, 2020, the Company issued 489,026 1,997,611 In July and August 2020, the Company completed a private placement of 535,491 2.32 1.66 1,240,198 746,365 3.47 2.59 178,955 0 100 0.28 2.95 In August and September 2020, the Company completed a brokered private placement of 756,230 6.95 5.17 5,311,684 3,217,886 10.42 7.80 821,346 400,083 179,434 236,073 123,981 0 100 0.30 2.84 a) Options The Company has established a stock option plan for its directors, officers, employees, and consultants under which the Company may grant options (each, an “Option”) from time to time to acquire Shares. The exercise price of each Option shall be determined by the Board of Directors. Options may be granted for a maximum term of five years During the year ended January 31, 2021, the Company granted 80,181 options exercisable at CAD$ 6.95 until November 9, 2025. 40,876 of the options vested on November 23, 2020, with the remaining options vesting on November 23, 2021. The fair value of the options was determined to be $ 145,933 and was estimated using the Black-Scholes Options Pricing Model using the following assumptions: expected dividend yield - 0 %, expected volatility - 100 %, risk-free interest rate - 0.25 % and an expected remaining life - 5 years. BRUUSH ORAL CARE INC. NOTES TO THE FINANCIAL STATEMENTS (Expressed in U.S. dollars) Twelve months ended October 31, 2022, nine months ended October 31, 2021 and twelve months ended January 31, 2021 12. SHARE CAPITAL (continued) During the year ended October 31, 2022, the Company recognized share-based compensation expense of $ 7,861 92,276 145,933 As at October 31, 2022, October 31, 2021, and January 31, 2021, 80,181 options with an exercise price of CAD$ 6.90 , expiring on November 9, 2025, were outstanding and exercisable. b) Warrants During the year ended October 31, 2022, the Company granted 360,577 4.16 August 4, 2027 During the year ended October 31, 2022, the Company issued 3,728,549 warrants of the Company as part of its IPO. These warrants have an exercise price of $ 4.16 , expiring on August 4, 2027 . These warrants have a cashless exercise provision and are accounted for as derivative liabilities, see Note 13. During the year ended October 31, 2022, the Company issued 262,841 warrants of the Company to the underwriter of its IPO. These warrants have an exercise price of $ 5.20 , expiring on August 4, 2027 . During the year ended January 31, 2021, in connection with a private placement, the Company issued 267,745 warrants with an exercise price of CAD$ 3.47 ($ 2.66 ) per warrant with an expiry date of twenty-four months from the Liquidity Event. As the warrants have an exercise price denominated in a currency other than the Company’s functional currency, they are derivative financial instruments measured at fair value at the end of each reporting period see Note 13. 661 broker warrants with the same terms were also issued. During the year ended January 31, 2021, in connection with a private placement, the Company issued 401,354 warrants with an exercise price of CAD$ 10.42 ($ 7.80 ) per warrant with an expiry date of twenty-four months from the Liquidity Event. As the warrants have an exercise price denominated in a currency other than the Company’s functional currency, they are derivative financial instruments measured at fair value at the end of each reporting period, see Note 13. 60,498 broker warrants with the same terms were also issued. Continuity of the warrants issued and outstanding as follows: SUMMARY OF WARRANTS ISSUED AND OUTSTANDING Number of warrants Weighted average exercise price Outstanding, January 31, 2020 - $ - Granted 730,258 7.87 Outstanding, January 31, 2021 and October 31, 2021 730,258 $ 7.87 Granted - - Outstanding, January 31, 2021 and October 31, 2021 730,258 $ 7.87 Granted 4,351,967 4.22 Outstanding, October 31, 2022 5,082,225 $ 4.75 The following table discloses the number of warrants outstanding as at October 31, 2022: SUMMARY OF WARRANTS OUTSTANDING Number of warrants Price Expiry date 181,869 CAD$ 3.47 June 30, 2023 86,537 $ 2.85 June 30, 2023 461,852 CAD$ 10.42 June 30, 2023 4,089,126 $ 4.16 August 4, 2027 262,841 $ 5.20 August 4, 2027 5,082,225 As at October 31, 2022, the weighted average life remaining of warrants outstanding is 4.17 BRUUSH ORAL CARE INC. NOTES TO THE FINANCIAL STATEMENTS (Expressed in U.S. dollars) Twelve months ended October 31, 2022, nine months ended October 31, 2021 and twelve months ended January 31, 2021 12. SHARE CAPITAL (continued) c) Restricted Share Awards On June 30, 2022, the Company issued 492,228 2.85 During the year ended October 31, 2022, the Company recognized share-based compensation expense of $ 271,761 for the vesting of RSUs (9 months ended October 31, 2021 - $ nil , 12 months ended January 31, 2021 - $ nil SUMMARY OF RESTRICTED SHARE AWARDS Number of RSUs Weighted average grant date fair value Outstanding, January 31, 2021 and October 31, 2021 - $ - Granted 492,228 2.85 Outstanding, October 31, 2022 492,228 $ 2.85 Vested, October 31, 2022 - $ - |