SHARE CAPITAL AND RESERVES | 19. 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 nine months ended August 31, 2022: a) On December 14, 2021, the Company issued 212,500 233,750 b) On March 3, 2022, the Company issued 163,957 241,017 163,957 241,017 c) On March 7, 2022, the Company issued 3,000,000 1,680,000 d) On May 18, 2022, the Company issued 114,194 67,500 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 1.20 440,501 · 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 August 31, 2022 and November 30, 2021, no preferred shares were issued and outstanding. 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 32,288 353,253 321,735 428,980 On January 14, 2021, the Company granted a consultant of the Company 321,735 408,202 1.90 56,218 329,348 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 nine months ended May 31, 2022, the Company recorded share-based compensation of $nil (August 31, 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 August 31, 2022 November 30, Risk-free interest rate - 0.41 Dividend yield - nil Expected life - 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 Weighted Average $ $ 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 1,755,445 $1.90 - Expired / Cancelled (900,715 ) $1.90 Balance, May 31, 2022 854,730 $1.90 A summary of the stock options outstanding and exercisable at August 31, 2022 is as follows: Schedule of summary of the share options outstanding and exercisable Number Exercise Price Expiry Date $ 157,995 $1.90 February 28, 2024 25,000 $1.90 January 8, 2025 25,000 $1.90 February 13, 2025 25,000 $1.90 March 10, 2025 25,000 $1.90 April 13, 2025 275,000 $1.90 July 23, 2025 321,735 $1.90 January 14, 2026 854,730 The weighted average life of share options outstanding at August 31, 2022 was 2.77 Warrants Agents’ warrants Agents’ warrant transactions are summarized as follows: Schedule of agents' warrant transactions Number of Agents’ Warrants Weighted Average $ Balance, November 30, 2020 213,333 $1.88 Exercised (186,666 ) $1.88 Balance, November 30, 2021 and August 31, 2022 26,667 $1.88 A summary of the agents’ warrants outstanding and exercisable at August 31, 2022 is as follows: Schedule of agents' warrants outstanding and exercisable $ Number Exercise Price Expiry Date $ 26,667 $1.88 June 4, 2025 26,667 The weighted average life of agent’s warrants outstanding at August 31, 2022 was 2.76 Share purchase warrants On February 12, 2021, the Company extended the expiry date of 346,000 1.75 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 Weighted Average $ 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 379,208 $1.84 Expired (24,208 ) $1.20 Balance, August 31, 2022 355,000 $1.88 A summary of the share purchase warrants outstanding and exercisable at August 31, 2022 is as follows: Schedule of share purchase warrants outstanding and exercisable for warrants $ Number Exercise Price Expiry Date $ 355,000 $1.88 June 9, 2025 355,000 The weighted average life of share purchase warrants outstanding at August 31, 2022 was 2.78 Restricted share units (“RSUs”) During the year ended November 30, 2020, the Company granted 1,000,001 During the nine months ended August 31, 2022, the Company recorded share-based compensation expense of $ 41,052 633,098 Schedule of Restricted share units Number of RSUs Balance, November 30, 2020 750,000 Vested (487,502 ) Cancelled (98,541 ) Balance, November 30, 2021 163,957 Vested (163,957 ) Balance, August 31, 2022 - 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 0 160,364 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. |