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SHARE-BASED PAYMENTS | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Share-Based Payments | SHARE-BASED COMPENSATION The Company maintains an equity incentive plan, known as the 2024 Amended and Restated Omnibus Equity Incentive Compensation Plan (as most recently amended and approved by the Company's Board of Directors on May 24, 2024 and ratified by the Company's shareholders at its Annual General and Special Meeting of Shareholders held on June 11, 2024) (the “Compensation Plan”), for directors, executives, eligible employees and consultants. Existing equity incentive awards include employee non-qualified stock options, RSUs and SARs. The Company issues new Common Shares to satisfy exercises and vesting under its equity incentive awards. Under the Compensation Plan, full value awards mean any award other than employee non-qualified stock options, SARs or similar awards, the value of which non-qualified stock options, SARs or similar award is based solely on an increase in the value of the Common shares over the grant price, option price or similar exercise price applicable to such award (“Full Value Awards”). The number of Common Shares reserved for issuance to participants under the Compensation Plan shall not exceed 10,000,000 (the “Total Share Authorization”). In addition to being subject to the Total Share Authorization limit, the aggregate number of Shares that may be issued under all Full Value Awards shall not exceed 7,500,000 (the “Full Value Share Authorization”). As of December 31, 2024, the total Common Shares authorized for future equity incentive plan awards was 6,621,232 Common Shares under the Total Share Authorization and 6,356,854 Common Shares under the Full Value Share Authorization. The Company’s share-based compensation expense, by type of award, is as follows:
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
RSUs(1) | $ | 3,450 |  |  | $ | 2,595 |  |  | $ | 2,244 |
SARs | 295 |  |  | 1,583 |  |  | 2,038 |
Stock options | 1,669 |  |  | 447 |  |  | 359 |
Total share-based compensation expense(2) | $ | 5,414 |  |  | $ | 4,625 |  |  | $ | 4,641 |
(1)The fair value of the RSUs granted under the Compensation Plan was estimated at the date of grant using the higher of the closing share price on the NYSE American on the last trading day before the date of grant and the five-day VWAP on the NYSE American ending on the last trading day before the grant date. (2)Share-based compensation is included in Selling, general and administration in the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2024, there were $3.09 million, $0.01 million and $0.98 million of unrecognized compensation costs related to the unvested RSU awards, SARs and stock options, respectively, to be recognized over a weighted average period of 1.33 years, 0.08 years and 1.44 years, respectively. Restricted Stock Units The Company grants RSUs to directors, executives and eligible employees. Awards for executives and eligible employees are determined as a target percentage of base salary and generally vest over three years with certain Base Resources employees retained vesting over one year. Holders of unvested RSUs do not have voting rights on those RSUs. The RSUs are subject to forfeiture risk and other restrictions. Upon vesting, the employee is entitled to receive one Common Share of the Company for each RSU at no additional payment. A summary of the Company’s unvested RSU activity is as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested, December 31, 2021 | 900,064 |  |  | $ | 2.94 |
Granted | 411,467 |  |  | 6.52 |
Vested | (518,856) |  |  | 2.93 |
Forfeited | (45,250) |  |  | 5.40 |
Unvested, December 31, 2022 | 747,425 |  |  | $ | 4.77 |
Granted | 450,232 |  |  | 7.36 |
Vested | (448,883) |  |  | 4.24 |
Forfeited | (106,935) |  |  | 7.03 |
Unvested, December 31, 2023 | 641,839 |  |  | $ | 6.57 |
Granted | 879,699 |  |  | 6.50 |
Vested | (373,067) |  |  | 6.20 |
Forfeited | (5,325) |  |  | 5.59 |
Unvested, December 31, 2024 | 1,143,146 |  |  | $ | 6.65 |
The total intrinsic value of RSUs that vested and were settled for equity was $2.72 million, $3.00 million and $2.93 million for the years ended December 31, 2024, 2023 and 2022, respectively. Stock Appreciation Rights The Company has granted SARs to executives and eligible employees from time-to-time. 2019 Stock Appreciation Rights Grants During the year ended December 31, 2019, the Company’s Board of Directors issued SARs under the Compensation Plan with a fair value of $1.25 per SAR. These SARs are intended to provide additional long-term performance-based equity incentives for the Company’s senior management. The SARs are performance-based because they only vest upon the achievement of performance goals designed to significantly increase shareholder value. Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the fair market value (“FMV”) of the Company’s Common Shares on the date of exercise and $2.92 (the closing market price or “Grant Price” at the time of grant). FMV as used herein means the closing price of the Shares on the TSX or the NYSE American on the last trading day immediately prior to the date of exercise. The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day volume-weighted average price (“VWAP”) of the Company’s Common Shares on the NYSE American equaling or exceeding $5.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $7.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $10.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the Date of Grant; the date first exercisable being January 22, 2020. The first two tranches of these vesting performance goals were met. The third tranche was not met and the outstanding awards expired during the year ended December 31, 2024. 2022 Stock Appreciation Rights Grants During the year ended December 31, 2022, the Company’s Board of Directors issued SARs under the Compensation Plan. The fair value of the SARs granted during the year ended December 31, 2022 was estimated at the date of grant using a Monte Carlo simulation. Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the FMV of the Company’s Common Shares on the date of exercise and $6.47 (the Grant Price at the time of grant). The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following performance goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs may be exercised by the holder for an initial period of one year from the date of grant; the date first exercisable being January 25, 2023. As a result, the SARs granted in the first quarter of 2022 for 2021 performance are a long-term equity incentive and are 100% performance based. 2023 Stock Appreciation Rights Grants On January 26, 2023, the Company’s Board of Directors issued SARs under the Compensation Plan, which are intended to provide additional long-term equity incentives for the Company’s senior management. Each SAR granted entitles the holder to receive, upon a valid exercise, payment from the Company in cash or Common Shares (at the sole discretion of the Company) in an amount representing the difference between the FMV of the Company’s Common Shares on the date of exercise and $7.36 (being the greater of (i) the VWAP of the Company’s Common Shares on the NYSE American for the five trading days immediately prior to the date of grant, and (ii) the Grant Price). Fair Market Value as used herein means the closing price of the Common Shares on the TSX or the NYSE American on the last trading day immediately prior to the date of exercise. The term of the SARs grant is five years, with SARs vesting only upon the achievement of the following goals: as to one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $12.00 for any continuous 90-calendar-day period; as to an additional one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $14.00 for any continuous 90-calendar-day period; and as to the final one-third of the SARs granted, automatically upon the 90-calendar-day VWAP of the Company’s Common Shares on the NYSE American equaling or exceeding $16.00 for any continuous 90-calendar-day period. Further, notwithstanding the foregoing vesting schedule, no SARs were able to be exercised by the holder for an initial period of one year from the date of grant, the date first exercisable being January 26, 2024. No SARs were granted in 2024. The following table with the following weighted average assumptions used to determine fair values:
|  |  | Years Ended December 31,
|  |  | 2023 |  | 2022 |  |
Risk-free interest rate |  |  | 3.58 | % |  | 1.68 | % |  |
Expected life(1) |  |  | 5.0 years |  | 5.0 years |  |
Expected volatility(2) |  |  | 55.00 | % |  | 72.81 | % |  |
Expected dividend yield |  |  | — | % |  | — | % |  |
Weighted average grant date fair value |  |  | $ | 3.45 |  |  | $ | 3.99 |  |  |
(1)Monte Carlo analysis of SARs assumes employee suboptimal exercise at first vesting time for each tranche. (2)Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the SARs. A summary of the Company’s SARs activity is as follows:
| Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Intrinsic Value
Outstanding, December 31, 2021 | 1,672,422 |  |  | $2.92 |  |  |  |
Granted | 833,315 |  |  | 6.47 |  |  |  |
Exercised | (6,730) |  |  | 2.92 |  |  |  |
Forfeited | (46,239) |  |  | 5.95 |  |  |  |
Outstanding, December 31, 2022 | 2,452,768 |  |  | $4.07 |  |  |  |
Granted | 308,333 |  |  | 7.36 |  |  |  |
Exercised | (842,107) |  |  | 2.92 |  |  |  |
Forfeited | (79,466) |  |  | 7.30 |  |  |  |
Outstanding, December 31, 2023 | 1,839,528 |  |  | $5.01 |  |  |  |
Granted | — |  |  | — |  |  |  |
Exercised | (250,036) |  |  | 2.92 |  |  |  |
Forfeited | (3,152) |  |  | 7.36 |  |  |  |
Expired | (569,595) |  |  | 2.94 |  |  |  |
Outstanding, December 31, 2024 | 1,016,745 |  |  | $6.67 |  | 2.30 |  | — |
Exercisable, December 31, 2024 | — |  |  | — |  | 0.00 |  | — |
The total intrinsic value for exercised SARs was $1.24 million, $3.55 million and $0.05 million for the years ended December 31, 2024, 2023 and 2022, respectively. A summary of the Company’s unvested SARs activity is as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested, December 31, 2021 | 573,549 |  |  | $ | 1.19 |
Granted | 833,315 |  |  | 3.99 |
Vested | — |  |  | — |
Forfeited | (46,239) |  |  | 4.13 |
Unvested, December 31, 2022 | 1,360,625 |  |  | $ | 2.81 |
Granted | 308,333 |  |  | 3.45 |
Vested | — |  |  | — |
Forfeited | (79,466) |  |  | 3.58 |
Unvested, December 31, 2023 | 1,589,492 |  |  | $ | 2.89 |
Granted | — |  |  | — |
Vested | — |  |  | — |
Expired | (569,595) |  |  | 1.22 |
Forfeited | (3,152) |  |  | 3.45 |
Unvested, December 31, 2024 | 1,016,745 |  |  | $ | 3.83 |
Employee Stock Options The Company, under the Compensation Plan, may grant stock options to directors, executives, employees and consultants to purchase Common Shares of the Company. The exercise price of the stock options is set as the higher of the Company’s closing share price on the NYSE American on the last trading day before the date of grant and the five-day VWAP on the NYSE American ending on the last trading day before the grant date. 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, such period not to exceed 10 years. In January 2024, the Company granted stock options to its executives and certain other high-level employees stock options intended to incentivize senior management to achieve the Company’s strategic long-term goals over the specified terms of the grants, based on significant common share price growth objectives, and to reward management for achieving those growth objectives. The grant entitles the recipients to purchase one Common Share of the Company at an exercise price of $8.23 per share (the “Performance-Based Options”), being a 10% premium to the higher of (i) the VWAP of the Common Shares of the Company on the NYSE American for the five trading days ending on the last trading day prior to the date of the meeting when granted, and (ii) the closing price of the common shares of the Company on the NYSE American on the last trading day prior to the date of such meeting, which, as of January 24, 2024, was $7.48. The Performance-Based Options vest as to 50% on January 25, 2025 and as to the remaining 50% on January 25, 2026. The term of the Performance-Based Options is five years, ending on January 24, 2029. The fair value of all stock options, including Performance-Based Options, granted under the Compensation Plan for the years ended December 31, 2024, 2023 and 2022 estimated at the date of grant, using the Black-Scholes Option Valuation Model, with the following weighted average assumptions:
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
Risk-free interest rate | 4.6 | % |  | 4.0 | % |  | 2.4 | %
Expected life | 3.1 years |  | 3.2 years |  | 3.2 years
Expected volatility(1) | 68.2 | % |  | 74.0 | % |  | 73.2 | %
Expected dividend yield | — | % |  | — | % |  | — | %
Weighted average grant date fair value | $ | 3.33 |  |  | $ | 3.80 |  |  | $ | 4.93 |
(1) Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the stock options. A summary of all the Company’s stock option activity, including Performance-Based Options, is as follows:
| Range of Exercise Prices |  | Number of Shares |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Life (Years) |  | Intrinsic Value
Outstanding, December 31, 2021 | $1.70 - $8.41 |  | 942,882 |  |  | $ | 2.79 |  |  |  |  |
Granted | 5.84 - 10.03 |  | 118,318 |  |  | 6.52 |  |  |  |  |
Exercised | 1.70 - 5.46 |  | (256,315) |  |  | 2.93 |  |  |  |  |
Forfeited | 3.06 - 10.03 |  | (20,700) |  |  | 5.91 |  |  |  |  |
Expired | 1.76 - 5.18 |  | (16,507) |  |  | 2.52 |  |  |  |  |
Unvested, December 31, 2022 | $1.70 - $8.41 |  | 767,678 |  |  | $ | 3.24 |  |  |  |  |
Granted | 5.34 - 8.60 |  | 153,299 |  |  | 7.20 |  |  |  |  |
Exercised | 1.70 - 6.47 |  | (348,538) |  |  | 2.83 |  |  |  |  |
Forfeited | 3.89 - 7.36 |  | (32,250) |  |  | 6.74 |  |  |  |  |
Expired | 1.76 - 6.47 |  | (16,720) |  |  | 3.75 |  |  |  |  |
Outstanding, December 31, 2023 | $1.76 - $8.60 |  | 523,469 |  |  | $ | 4.48 |  |  |  |  |
Granted | 5.09 - 8.23 |  | 772,189 |  |  | 7.45 |  |  |  |  |
Exercised | 1.76 - 6.47 |  | (122,236) |  |  | 2.92 |  |  |  |  |
Forfeited | 6.12 - 8.23 |  | (32,637) |  |  | 7.25 |  |  |  |  |
Expired | 2.92 - 7.36 |  | (7,813) |  |  | 6.76 |  |  |  |  |
Outstanding, December 31, 2024 | $1.76 - $8.60 |  | 1,132,972 |  |  | $ | 6.58 |  |  | 3.34 |  | $ | 461 |
Exercisable, December 31, 2024 | $1.76 - $8.60 |  | 334,168 |  |  | $ | 4.53 |  |  | 1.46 |  | $ | 461 |
The total intrinsic value of options exercised was $0.49 million, $1.53 million and $2.23 million for the years ended December 31, 2024, 2023 and 2022, respectively. A summary of the Company’s unvested stock option activity is as follows:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Unvested, December 31, 2021 | 213,317 |  |  | $ | 1.34 |
Granted | 118,318 |  |  | 4.93 |
Vested | (170,349) |  |  | 1.15 |
Forfeited | (20,700) |  |  | 4.54 |
Unvested, December 31, 2022 | 140,586 |  |  | $ | 4.12 |
Granted | 153,299 |  |  | 3.71 |
Vested | (92,453) |  |  | 3.57 |
Forfeited | (32,250) |  |  | 3.78 |
Unvested, December 31, 2023 | 169,182 |  |  | $ | 4.11 |
Granted | 772,189 |  |  | 3.33 |
Vested | (109,931) |  |  | 4.29 |
Forfeited | (32,637) |  |  | 3.61 |
Unvested, December 31, 2024 | 798,803 |  |  | $ | 3.35 |

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