SHARE CAPITAL AND RESERVES | 20. SHARE CAPITAL AND RESERVES Authorized share capital The Company is authorized to issue 100,000,000 common shares without par value. The Company is authorized to issue the following preferred shares: Schedule of authorized to issue of preferred shares Preferred shares without par value 9,999,900 Series “A” preferred shares 1,000,000 Series “B” preferred shares 100 Series “C” preferred shares 1,000,000 Series “D” preferred shares 4,000,000 Series “E” preferred shares 4,000,000 20,000,000 Issued share capital Common shares The Company had the following share issuances during the three months ended February 28, 2022: a) On December 14, 2021, the Company issued 212,500 233,750 The Company had the following share issuances during the year ended November 30, 2021: a) On January 25, 2021, the Company issued 2,984 6,953 7,851 898 b) On January 29, 2021, the Company issued 17,907 46,948 c) On February 12, 2021, the Company transferred 215,000 479,450 d) On March 3, 2021, the Company issued 250,001 372,376 250,001 372,376 e) On March 22, 2021, the Company closed a registered direct offering, under its F-3 registration statement in the United States, by issuing 1,791,045 3.35 6,000,000 69,095 470,000 15,950 f) On June 9, 2021, the Company issued 39,894 75,000 g) On September 3, 2021, the Company issued 237,501 349,127 237,501 349,127 h) On September 7, 2021 the Company closed a sale of common shares under its At-The-Market Agreement (“ATM Agreement”) through the issuance of 437,365 2.09 915,230 i) On September 22, 2021, the Company issued 499,996 799,994 j) During the year ended November 30, 2021, the Company issued the following for exercised stock options, warrants, and conversions: · issued 367,084 440,501 367,084 1.20 · issued 430,167 752,793 430,167 1.75 2,953 · issued 990,000 1,861,200 990,000 1.88 221,353 · issued 121,319 423,503 175,000 423,503 · issued 270,000 405,000 · issued 10,000 19,000 10,000 19,561 Preferred shares As at February 28, 2022 and November 30, 2021, no preferred shares were issued and outstanding. Treasury shares On November 27, 2019, the Company issued 215,000 common shares into treasury as security against a loan in accordance with a Forbearance Agreement (Note 17). In February 2021, the Company transferred these shares to the lender as full and final payment of the Forbearance Agreement. Stock options The Company does not have a formal stock option plan. The Company occasionally grants stock options to its employees, officers, directors and consultants to purchase common shares of the Company. The options granted are exercisable at a price which is equal to or greater than the fair market value of the common shares at the date the options are granted. The options are granted with varied vesting periods but generally vest immediately on grant. Options granted generally have a life of five years. On January 1, 2021, the Company granted an officer of the Company 750,715 861,681 1.90 77,754 137,118 On January 14, 2021, the Company granted a consultant of the Company 321,735 408,202 1.90 22,388 181,901 On January 1, 2021, the Company repriced 932,995 stock options with an exercise price of $2.55 and 25,000 stock options with an exercise price of $2.57 to $1.90 per option. All other terms remained unchanged. During the three months ended February 28, 2022, the Company recorded share-based compensation of $nil (February 28, 2021 - $71,617) in relation to this repricing. In accordance with a Termination and Mutual Release Agreement entered into with a consultant of the Company effective April 14, 2021, the Company and a consultant agreed to modify the expiry date of 50,000 options outstanding from July 23, 2025 to May 14, 2022. The following weighted average assumptions were used in the Black-Scholes option-pricing model for the valuation of the stock options granted: Schedule of weighted average assumptions by Black-Scholes option-pricing model February 28, 2022 November 30, 2021 Risk-free interest rate - 0.41 % Dividend yield - nil Expected life (in years) - 5.0 Volatility - 105 % Weighted average fair value per option - $ 1.18 Stock option transactions are summarized as follows: Schedule of stock option transactions Number of Stock Options Weighted Average Exercise Price Weighted Average Share Price on Exercise $ $ Balance, November 30, 2020 957,995 $ 2.55 - Granted 1,072,450 $ 1.90 - Exercised (10,000 ) $ 1.90 $ 2.00 Cancelled (265,000 ) $ 1.90 - Balance, November 30, 2021 and February 28, 2022 1,755,445 $ 1.90 - A summary of the stock options outstanding and exercisable at February 28, 2022 is as follows: Schedule of summary of the share options outstanding and exercisable Number Outstanding Number Exercisable Exercise Price Expiry Date $ 50,000 50,000 $ 1.90 May 14, 2022 257,995 257,995 $ 1.90 February 28, 2024 25,000 25,000 $ 1.90 January 8, 2025 25,000 25,000 $ 1.90 February 13, 2025 25,000 25,000 $ 1.90 March 10, 2025 25,000 25,000 $ 1.90 April 13, 2025 275,000 275,000 $ 1.90 July 23, 2025 750,715 428,980 $ 1.90 January 1, 2026 321,735 214,490 $ 1.90 January 14, 2026 1,755,445 1,326,465 The weighted average life of share options outstanding at February 28, 2022 was 3.36 3.20 Warrants Agents’ warrants Agents’ warrant transactions are summarized as follows: Schedule of agents' warrant transactions Number of Agents’ Warrants Weighted Average Exercise Price $ Balance, November 30, 2020 213,333 $ 1.88 Exercised (186,666 ) $ 1.88 Balance, November 30, 2021 and February 28, 2022 26,667 $ 1.88 A summary of the agents’ warrants outstanding and exercisable at February 28, 2022 is as follows: Schedule of agents' warrants outstanding and exercisable Number Outstanding Exercise Price Expiry Date $ 26,667 $ 1.88 June 4, 2025 26,667 The weighted average life of agent’s warrants outstanding at February 28, 2022 was 3.27 years. Share purchase warrants On February 12, 2021, the Company extended the expiry date of 346,000 share purchase warrants with an exercise price of $1.75 from February 26, 2021 to March 11, 2021 due to the investors being subject to a trading blackout. During the year ended November 30, 2021, the Company issued 270,000 1.75 Share purchase warrant transactions are summarized as follows: Schedule of share purchase warrant transactions Number of Share Purchase Warrants Weighted Average Exercise Price $ Balance, November 30, 2020 3,033,709 $ 1.66 Issued 270,000 $ 1.75 Exercised (1,408,501 ) $ 1.84 Expired (1,516,000 ) $ 1.46 Balance, November 30, 2021 and February 28, 2022 379,208 $ 1.84 A summary of the share purchase warrants outstanding and exercisable at February 28, 2021 is as follows: Schedule of share purchase warrants outstanding and exercisable for warrants Number Outstanding Exercise Price Expiry Date $ 24,208 * $ 1.20 April 6, 2022 355,000 $ 1.88 June 9, 2025 379,208 * expired unexercised subsequent to February 28, 2022 The weighted average life of share purchase warrants outstanding at February 28, 2022 was 3.08 years. Restricted share units (“RSUs”) During the year ended November 30, 2020, the Company granted 1,000,001 During the three months ended February 28, 2022, the Company recorded share-based compensation expense of $ 39,728 340,443 Schedule of Restricted share units Number of RSUs Balance, November 30, 2020 750,000 Vested (487,502 ) Cancelled (98,541 ) Balance, November 30, 2021 and February 28, 2022 163,957 Derivative liability On June 8, 2020, the Company closed a registered direct offering, under its F-3 registration statement in the United States, by issuing 2,666,672 common shares of the Company at $1.50 per common share for total proceeds of $4,000,002. Concurrent with this offering, the Company issued to the investors 1,333,334 share purchase warrants exercisable for $1.88 per common share with a maturity date of June 9, 2025. The holders of the Cashless Warrants may elect, if the Company does not have an effective registration statement registering or the prospectus contained therein is not available for the issuance of the Cashless Warrant shares to the holder, in lieu of exercising the Cashless Warrants for cash, a cashless exercise option to receive common shares equal to the fair value of the Cashless Warrants. The fair value is determined by multiplying the number of Cashless Warrants to be exercised by the previous day’s volume weighted average price (“VWAP”) less the exercise price with the difference divided by the VWAP. If a Cashless Warrant holder exercises this option, there will be variability in the number of shares issued per Cashless Warrant. On initial recognition, the Company allocated $351,779, being the fair value of the Cashless Warrants, from the proceeds of the offering included in share capital to set up the derivative liability. On March 24, 2021, the Company’s registration statement restricting the Cashless Warrant holders ability to elect to cashless exercise their Cashless Warrants became effective resulting in the Company revaluing the derivative liability to $nil 0 285,988 160,364 22,849 On March 24, 2021, the Company revalued the derivative liability to $3,226,693 using the following Black Scholes assumptions: risk –free rate of $0.10%, dividend yield of nil, expected life of 0.01 years, and volatility of $150%. The Company transferred $423,503 from derivative liability to share capital in connection with the exercise of 175,000 Cashless Warrants on March 24, 2021 and reversed the remaining derivative liability on the expiry of the cashless exercise feature. |