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 December 31, 2016, a total of 6,620,515 common 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 0.45 million options granted in the year ended December 31, 2016 (December 31, 2015 – 2.17 million, December 31, 2014 - 307,250). At December 31, 2016, there were 2.15 million options outstanding with 1.82 million options exercisable, at a weighted average exercise price of $5.69, with a weighted average remaining contractual life of 3.58 years. The aggregate intrinsic value of the fully vested shares was $nil.

The summary of the Company’s stock options at December 31, 2016, 2015 and 2014, and the changes for the fiscal periods ending on those dates is presented below:



	Range of Exercise Prices $	Weighted Average Exercise Price $	Number of Options
Balance, January 1, 2014	7.60 - 44.22	14.27	795,318
Granted	9.05	9.05	307,250
Exercised	8.75	8.75	(15,000)
Forfeited	7.60 - 44.22	14.70	(158,655)
Expired	17.50	17.50	(23,500)
Balance, December 31, 2014	7.60 - 44.22	11.66	905,413
Granted	2.55 - 18.55	6.02	2,176,330
Exercised	2.55 - 4.48	3.78	(48,802)
Forfeited	4.44 - 29.71	7.29	(574,486)
Expired	7.47 - 32.10	7.42	(335,558)
Balance, December 31, 2015	2.55 - 32.10	6.54	2,122,897
Granted	2.12 - 2.22	2.13	449,537
Exercised	2.12	2.12	(8,369)
Forfeited	2.12 - 18.99	5.52	(317,960)
Expired	2.95 - 32.03	8.03	(200,962)
Balance, December 31, 2016	2.12 - 15.61	5.69	2,045,143

As of December 31, 2016, the outstanding stock options denominated in Cdn$ were as follows:



	Options outstanding						Options exercisable
Exercise price (Cdn$)	Quantity	Weighted average price ($Cdn)		Weighted average remaining contractual life	Intrinsic Value		Quantity	Weighted average price ($Cdn)		Weighted average remaining contractual life	Intrinsic Value
$0.00 to $4.99	—	$	—	0.00	$	—	—	$	—	0.00	$	—
$5.00 to $9.99	421,850	6.55		1.37	—		395,100	6.99		1.46	—
$10.00 to $14.99	171,370	11.50		0.64	—		171,370	11.50		0.64	—
$15.00 to $19.99	62,900	$	15.50	0.18	—		62,900	$	15.50	0.18	—
	656,120				$	—	629,370				$	—

As of December 31, 2016, the outstanding stock options denominated in USD$ were as follows:



	Options outstanding						Options exercisable
Exercise price ($)	Quantity	Weighted average price ($)		Weighted average remaining contractual life	Intrinsic Value		Quantity	Weighted average price ($)		Weighted average remaining contractual life	Intrinsic Value
$0.00 to $4.99	876,987	$	3.47	5.35	$	—	676,559	$	3.80	5.76	$	—
$5.00 to $9.99	370,512	6.13		3.70	—		370,512	6.13		3.70	—
$10.00 to $14.99	127,499	10.68		1.22	—		127,499	10.68		1.22	—
$15.00 to $19.99	14,025	$	15.61	4.02	—		14,025	$	15.61	4.02	—
	1,389,023				$	—	1,188,595				$	—

In the years ended December 31, 2016 the Company issued 8,369 shares upon exercise of stock options at an average exercise price of $2.12 for proceeds of less than $0.02 million. These options had an intrinsic value of less than $0.01 million.

In the year ended December 31, 2015 the Company issued 48,802 shares upon exercise of stock options at an average exercise price of $3.87 for proceeds of $0.18 million. These options had an intrinsic value of $0.06 million.

In the year ended December 31, 2014 the Company issued 15,000 shares upon exercise of stock options at an average exercise price of $7.97 (Cdn$8.75) for proceeds of $0.12 million. These options had an intrinsic value of $0.02 million.

The share-based compensation recorded during the years ended months ended December 31, 2016, 2015 and 2014 is as follows:



	Years ended
	December 31,
	2016		2015		2014
Share-based compensation ₍₁₎₍₂₎	$	2,657	$	1,099	$	1,405
Replacement of options from business combinations and asset acquisitions ₍₃₎	—		3,681		—
Value of stock options and RSUs granted	$	2,657	$	4,780	$	1,405


(1)	The fair value of the options granted under the Compensation Plan for the years ended December 31, 2016, 2015 and 2014, was estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted-average assumptions:



	2016		2015		2014
Risk-free interest rate	1.03% - 1.43%		0.87	%	1.6	%
Expected life	5.0 years		5.0 years		5.0 years
Expected volatility	64.7% -74.8%*		75.1%*		81%*
Expected dividend yield	0	%	0	%	0	%
Weighted-average expected life of option	5.00		4.99		5.00
Weighted-average grant date fair value	$1.22 - $1.23		2.64		5.27


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


(2)	The fair value of the RSUs granted under the Compensation Plan for the years ended December 31, 2016, 2015 and 2014, was estimated at the date of grant, using the stated market price.

(3)

During business combinations and asset acquisitions the Company may issue options to replace options of the acquired companies. For the year ended December 31, 2015, the fair value of stock options granted to employees, directors and consultants of companies acquired through business combinations and asset acquisitions was estimated on the closing date of the transaction using the Black-Scholes option pricing model with the following assumptions:




Risk-free interest rate	0.0% to 2.35%
Expected life	0.05 years to 10 years
Expected volatility	18.47 to 93.31%*
Expected dividend yield	0	%
Weighted-average expected life of option	4.52
Weighted-average grant date fair value	$1.89


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

A summary of the status and activity of non-vested stock options at December 31, 2016 is as follows:



	Number of shares		Weighted Average Grant- Date Fair Value
Non-vested January 1, 2014	—		$	—
Granted	307,250		5.27
Vested	(153,625	)	5.27
Forfeited	(14,025	)	5.27
Non-vested December 31, 2014	139,600		5.27
Granted	2,176,330		1.93
Vested	(2,119,803	)	2.00
Forfeited	(18,429	)	5.17
Non-vested December 31, 2015	177,698		3.44
Granted	449,537		1.29
Vested	(331,482	)	2.26
Forfeited	(68,575	)	1.56
Non-vested December 31, 2016	227,178		$	1.48

Restricted Stock 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 year ended December 31, 2016, the Company’s Board of Directors approved the issuance of 1.21 million RSUs under the Compensation Plan (2015 – 0.27 million).

A summary of the status and activity of non-vested RSUs at December 31, 2016 is as follows:



	Number of shares		Weighted Average Grant- Date Fair Value
Non-vested January 1, 2014	—		$	—
Granted	—		—
Vested	—		—
Forfeited	—		—
Non-vested December 31, 2014	—		—
Granted	282,716		4.05
Vested	—		—
Forfeited	(9,850	)	4.68
Non-vested December 31, 2015	272,866		4.03
Granted	1,205,336		2.14
Vested	(138,608	)	4.65
Forfeited	(9,125	)	5.39
Non-vested December 31, 2016	1,330,469		$	2.37

The total fair value of RSUs that vested and were settled for equity in the year ended December 31, 2016 was $0.30 million (2015 – $nil, 2014- $nil).

At December 31, 2016, there was $0.08 million and $0.84 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 three years.