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SHARE-BASED PAYMENTS

6 Months Ended

Jun. 30, 2016

10.

SHARE-BASED PAYMENTS

The Company, under the 2015 Omnibus Equity Incentive Compensation Plan (the “Compensation Plan”), maintains a stock incentive plan for directors, executives, eligible employees and consultants. Stock incentive awards include employee stock options and restricted stock units (“RSUs”). The Company issues new shares of common stock to satisfy exercises and vesting under all of its stock incentive awards. At June 30, 2016, a total of 5,765,387 shares were authorized for stock incentive plan awards.

Employee Stock Options

The Company, under the Compensation Plan may grant options to directors, executives, employees and consultants to purchase common shares of the Company. The exercise price of the options is set as the higher of the Company’s closing share price on the day before the grant date or the five-day volume weighted average price. Stock options granted under the Compensation Plan generally vest over a period of two years or more and are generally exercisable over a period of five years from the grant date not to exceed 10 years. The value of each option award is estimated at the grant date using the Black-Scholes Option Valuation Model. There were 0.42 million options granted in the six months ended June 30, 2016 (six months ended June 30, 2015 – 0.13 million). At June 30, 2016, there were 2.21 million options outstanding with 1.96 million options exercisable, at a weighted average exercise price of $6.54, with a weighted average remaining contractual life of 4.27 years. The aggregate intrinsic value of the fully vested shares was $0.03 million.

The fair value of the options granted under the Compensation Plan for the six months ended June 30, 2016 was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted-average assumptions:

Risk-free interest rate	1.43%
Expected life	5.0 years
Expected volatility	74.8 *
Expected dividend yield	0.00%
Weighted-average expected life of option	5.00
Weighted-average grant date fair value	$1.22

Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the options.

The summary of the Company’s stock options at June 30, 2016 and December 31, 2015, and the changes for the fiscal periods ending on those dates is presented below:

Six Months ended

Year ended

June 30, 2016

December 31, 2015

Weighted

Range of

Weighted

Range of

Average

Exercise

Average

Exercise Prices

Exercise Price

Number of

Prices

Exercise Price

Number of

Options

Options

Balance, beginning of period

2.55 - 32.10

6.54

2,122,897

6.55 - 38.12

10.05

905,413

Transactions during the period:

Granted

2.12

418,287

2.55 - 18.55

6.02

2,176,330

Exercised

2.12

(1,200

)

2.55 - 4.48

3.78

(48,802

)

Forfeited

2.12 - 19.60

6.58

(223,829

)

4.44 - 29.71

7.29

(574,486

)

Expired

2.95 - 33.05

8.06

(106,562

)

7.47 - 32.10

7.42

(335,558

)

Balance, end of period

2.12 - 15.61

5.81

2,209,593

2.55 - 32.10

6.54

2,122,897

Restricted Share Units

The Company grants RSUs to executives and eligible employees. Awards are determined as a target percentage of base salary and vest over periods of three years. Prior to vesting, holders of restricted stock units do not have the right to vote the underlying shares. The restricted stock units are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one share of the Company’s common stock for each restricted stock unit for no additional payment. During the three months ended June 30, 2016, the Company’s Board of Directors approved the issuance of 948,047 RSUs under the Compensation Plan (2015 – 153,850).

A summary of the status and activity of non-vested stock options and RSUs at June 30, 2016 is as follows:

	Stock-option				RSU
				Weighted				Weighted
	Number of			Average Grant-	Number of			Average Grant-
	shares			Date Fair Value	shares			Date Fair Value
Non-vested December 31, 2015	177,698		$	3.44	272,866		$	4.03
Granted	418,287			1.30	948,047			2.12
Vested	(317,772	)		2.24	(138,608	)		4.65
Forfeited	(28,045	)		2.08	(5,775	)		5.15
Non-vested June 30, 2016	250,168		$	1.54	1,076,530		$	2.41

The total intrinsic value and fair value of RSUs that vested and were settled for equity in the three months and six months ended June 30, 2016 was $0.30 million (2015 – nil) and $0.6 million (2015 – nil) respectively.

At June 30, 2016, there was $0.18 million and $1.49 million of unrecognized compensation costs related to the unvested stock options and RSU awards, respectively. This cost is expected to be recognized over a period of approximately two years.

In the six months ended June 30, 2016 the Company issued 1,200 shares upon exercise of stock options at an average exercise price of $2.12 for proceeds of less than $0.01 million. These options had an intrinsic value of less than $0.01 million.

The share-based compensation recorded during the three and six months ended June 30, 2016 and 2015 is as follows:

		Three months ended				Six months ended
		June 30,				June 30,
		2016		2015		2016		2015
Share-based compensation	$	445	$	374	$	1,112	$	497
Replacement of options from business combinations and asset acquisitions		-		-		-		3,683
Value of stock options granted	$	445	$	374	$	1,112	$	4,180