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Shareholders' Equity
9 Months Ended
Sep. 30, 2024
Shareholders' Equity  
Shareholders' Equity

4.Shareholders’ Equity

a.Authorized
Unlimited number of common shares without par value.
Unlimited number of first preferred shares without par value.
Unlimited number of second preferred shares without par value.
b.ATM Offering

On May 12, 2023, the Company entered into the Sales Agreement providing for the sale by the Company, from time to time, of the Company’s common shares having an aggregate gross offering price of up to $20 million (the “ATM Offering”). The Company expects to raise relatively small amounts of capital from time to time through the ATM Offering for general corporate purposes, which may include, among other things, general corporate, legal and ASAOC expenses.

During the twelve month period ended December 31, 2023, the Company sold 894,882 common shares in exchange for proceeds of approximately $2.1 million which is net of offering costs of approximately $0.7 million. During the three and nine months ended September 30, 2024, the Company sold 1,834,104 common shares in exchange for proceeds of approximately $10.4 million which is net of offering costs of approximately $0.6 million. Since its inception and through September 30, 2024, the Company has sold 2,728,986 common shares in exchange for proceeds of approximately $12.5 million which is net of offering costs of approximately $1.3 million under the program. As of September 30, 2024, $6.2 million remained available under the program.

c.Share based compensation

Share based compensation was recognized in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows:

Three months ended

Nine months ended

September 30, 

September 30, 

    

2024

    

2023

    

2024

    

2023

Exploration

$

493,871

$

400,306

$

1,441,800

$

1,215,542

Corporate salaries and benefits

399,230

266,349

1,092,454

795,925

Directors’ fees

54,436

29,411

371,518

309,708

Total

$

947,537

$

696,066

$

2,905,772

$

2,321,175

Share purchase options

A summary of share purchase option activity within the Company’s share-based compensation plan (the “Plan”) for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

Number of

Weighted Average

    

Options

    

 Exercise Price (C$)

Balance December 31, 2022

 

1,945,650

$

9.23

Options exercised

 

(25,000)

 

4.40

Options cancelled or forfeited

 

(35,500)

 

11.48

Options expired

 

(219,400)

 

7.07

Balance December 31, 2023

 

1,665,750

$

9.54

Options exercised

 

(368,666)

 

6.60

Options expired

(350,875)

9.52

Balance September 30, 2024

 

946,209

$

10.69

During the three and nine months ended September 30, 2024 and 2023, the Company’s total share based compensation from options was $nil (2023: $49,628) and $nil (2023: $213,670), respectively. No options were granted during the nine months ended September 30, 2024 nor 2023. During the three and nine months ended September 30, 2024, the intrinsic value of share purchase options exercised was $456,237 (2023: $nil) and $897,381 (2023: $30,594), respectively.

An analysis of outstanding share purchase options as of September 30, 2024 is as follows:

Options Outstanding

    

Options Exercisable

Range of Exercise

Remaining

Remaining

Prices (C$)

    

Number

    

Price (C$)1

    

Life2

    

Number

    

Price (C$)1

    

Life2

$3.50 - $5.90

 

20,000

3.50

 

0.47

20,000

3.50

 

0.47

$5.91 - $7.20

 

96,209

6.21

 

0.29

96,209

6.20

 

0.29

$7.21 - $9.70

 

130,000

9.13

 

1.45

40,000

9.13

 

1.45

$9.71 - $11.80

 

700,000

11.80

 

1.30

700,000

11.80

 

1.30

$3.50 - $11.80

 

946,209

10.69

 

1.20

856,209

10.85

 

1.17

1

Weighted Average Exercise Price (C$)

2

Weighted Average Remaining Contractual Life (Years)

As of September 30, 2024, all unvested options are expected to vest and there is no unvested compensation. As of September 30, 2024, the intrinsic value of outstanding and exercisable share purchase options is approximately $1.3 million and $1.1 million, respectively.

Restricted Share Units

A summary of restricted share units (“RSUs”) activity awarded under the Plan for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

    

    

    

Weighted Average

Share

Grant Date

Units

 

Fair Value

Unvested, December 31, 2022

371,956

 

$

4.13

Granted

385,039

 

3.40

Distributed (vested)

(147,506)

 

4.23

Cancelled

(7,849)

 

3.72

Unvested, December 31, 2023

601,640

3.64

Granted

515,128

3.02

Distributed (vested)

(241,755)

3.72

Cancelled

(2,285)

3.72

Unvested, September 30, 2024

872,728

$

3.25

During the nine months ended September 30, 2024, the Company awarded 515,128 RSUs (2023: 370,039 RSUs) with a weighted average grant date fair value of $3.02 per RSU (2023: $3.42) or approximately $1.6 million in total (2023: $1.3 million).

During the three and nine months ended September 30, 2024 and 2023, the Company has recognized $367,132 (2023: $306,265) and $1,059,073 (2023: $956,684), respectively, in compensation expense related to RSUs and expects to record an additional $1.2 million in compensation expense over the next 1.43 years. The unvested units of September 30, 2024 are scheduled to vest as follows:

Remainder of 2024

    

5,000

2025

438,945

2026

 

249,818

2027

148,023

Total

 

841,786

Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met.

Performance Share Units

A summary of performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

    

    

    

Weighted Average

Share

Grant Date

Units

Fair Value

Unvested, December 31, 2022

 

263,266

 

$

6.77

Granted

 

301,035

 

 

5.80

Distributed

 

(12,725)

 

 

2.74

Cancelled

 

(4,993)

 

 

5.03

Unvested, December 31, 2023

 

546,583

 

$

6.35

Granted

509,502

4.75

Distributed

(1,395)

4.79

Cancelled

(3,247)

4.92

Unvested, September 30, 2024

1,051,443

$

5.58

During the three and nine months ended September 30, 2024 and 2023, the Company has recognized $525,969 (2023: $292,971) and $1,439,175 (2023: $801,108), respectively, in compensation expense related to PSUs and MPSUs and expects to record an additional $2.8 million in compensation expense over the next 1.81 years. The unvested units of September 30, 2024 are scheduled to vest as follows:

Remainder of 2024

    

2025

 

377,233

2026

 

283,862

2027

328,448

Total

 

989,543

PSUs: These PSUs vest upon completion of the performance period and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives. The Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions. Upon the achievement of the conditions, any unvested PSUs become fully vested. During the nine months ended September 30, 2024, the Company awarded 120,000 PSUs (2023: 23,500 PSUs) that had a weighted average grant date fair value of $3.95 (2023: $3.67), or $474,000 (2023: $86,165) in total.

Market-based PSUs: During the nine months ended September 30, 2024 and 2023, the Company granted MPSUs where vesting is based on the Company’s cumulative total shareholder return (“TSR”) as compared to the constituents that comprise the VanEck Junior Gold Miners ETF (“GDXJ Index”) a group of similar junior gold mining companies, over a three year period (the “Performance Period”). The ultimate number of MPSUs that vest may range from 0% to 200% of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Performance Period. Because the number of MPSUs that are earned will be based on the Company’s TSR over the Performance Period, the MPSUs are considered subject to a market condition. Compensation cost is recognized ratably over the Performance Period regardless as to whether the market condition is actually satisfied; however, the compensation cost will reverse if an employee terminates prior to satisfying the requisite service period.

During the nine months ended September 30, 2024, the Company awarded 389,502 MPSUs (2023: 277,535 MPSUs) that had a weighted grant date fair value of $5.00 (2023: $5.98) per MPSU or approximately $1.9 million (2023: $1.7 million) in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables:

    

2024

    

2023

Grant date fair value

$

5.00

$

5.98

Risk-free interest rate

4.38

%  

4.15

%

Expected term (in years)

3.0

 

3.0

Expected share price volatility

57.36

%  

65.74

%

Expected dividend yield

 

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period.

Deferred Share Units

A summary of deferred share units (“DSUs”) awarded under the Plan for the year ended December 31, 2023 and nine months ended September 30, 2024 is as follows:

Weighted Average

Share

Grant Date

    

Units

    

Fair Value

Outstanding, December 31, 2022

145,675

$

3.82

Granted

112,465

3.53

Distributed

(31,566)

3.77

Outstanding, December 31, 2023

 

226,574

 

3.68

Granted

 

110,005

 

3.70

Outstanding, September 30, 2024

 

336,579

$

3.69

Under the Plan, the Company may issue DSUs to non-employee directors. During the three and nine months ended September 30, 2024, 5,822 (2023: 14,479) and 110,005 (2023: 97,577) share units, respectively, with a fair value of $54,436 (2023: $47,202) and $407,523 (2023: $349,713) were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the unaudited condensed consolidated statements of operations.

d.Warrants

There was a total of 200,000 warrants outstanding as of December 31, 2022 that expired on May 9, 2023.