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Shareholders' Equity
 9 Months Ended
Sep. 30, 2025
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.

Offerings

Equity Offerings: On June 11, 2025, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 22,728,000 shares of its common shares to the underwriters at a price of $13.20 per share. On June 12, 2025, the Corporation entered into an amended and restated underwriting agreement (such underwriting agreement, as amended and restated, the “Underwriting Agreement”) in order to increase the number of common shares issued and sold in the offering to an aggregate of 24,622,000 shares at a price of $13.20 per share. In connection with this offering, the Corporation entered into an agreement with Paulson & Co. Inc. (“Paulson”) to purchase 7,575,757 common shares in a concurrent private placement at the same offering price of $13.20 per share. Prior to entering this private placement agreement, Paulson held in the aggregate approximately 35% ownership of the Corporation’s common shares and therefore, this concurrent private placement was considered a related party transaction. These sales closed on June 16, 2026. Aggregate proceeds received were approximately $411.1 million, which is net of offering costs of approximately $13.9 million.

Pursuant to the Underwriting Agreement, the Corporation granted the underwriters an option to purchase up to an additional 3,693,300 shares within 30 days of the offering, which the underwriters exercised on July 10, 2025. The sale of the option shares closed on July 14, 2025. Proceeds received from the sale of common shares pursuant to the option were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.

Subsequent to quarter end, the Corporation completed several additional equity offerings that are described in Note 9.

c.

Share-based compensation

Share-based compensation was recognized in the unaudited condensed consolidated statements of operations as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended September 30, 

​

Nine months ended September 30, 

​

    

2025

    

2024

    

2025

    

2024

Exploration

​

$

552,468

​

$

493,871

​

$

1,677,426

​

$

1,441,800

Corporate salaries and benefits

​

​

262,248

​

​

399,230

​

 

540,592

​

 

1,092,454

Directors’ fees

​

​

47,414

​

​

54,436

​

 

335,497

​

 

371,518

Total

​

$

862,130

​

$

947,537

​

$

2,553,515

​

$

2,905,772

​

Share purchase options

The following table summarizes activity for share purchase option activity awarded under the Omnibus Equity Incentive Plan (the “Plan”) that vest over the required service period of the participant:

​

​

​

​

​

​

​

​

​

Number of

​

Weighted Average

​

    

Options

    

 Exercise Price (C$)

Balance December 31, 2023

 

1,665,750

​

$

9.54

Options exercised

 

(619,375)

​

 

8.04

Options expired

 

(350,875)

​

 

9.52

Balance December 31, 2024

 

695,500

​

$

10.88

Options exercised

 

(331,500)

​

 

11.11

Options expired

​

(11,000)

​

​

6.20

Balance September 30, 2025

 

353,000

​

$

10.82

​

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the nine months ended September 30, 2025 and September 30, 2024.

During the three and nine months ended September 30, 2025, the Company’s total share-based compensation from options was $nil (September 30, 2024: nil) and $nil (September 30, 2024: nil), respectively.

As of September 30, 2025, share purchase options outstanding and exercisable were 353,000 and 263,000, respectively, have a weighted average exercise price of C$10.82 and C$11.39, respectively, and have a remaining weighted average life of 0.36 years and 0.33 years, respectively. As of September 30, 2025, all unvested options are expected to vest and there is no unvested compensation.

As of September 30, 2025, the intrinsic value of outstanding and exercisable share purchase options is approximately $4.3 million and $3.2 million, respectively. During the three and nine months ended September 30, 2025, the intrinsic value of share purchase options exercised was $391,497 (September 30, 2024: $456,237) and $2,000,193 (September 30, 2024: $897,381), respectively.

Restricted Share Units

The following table summarizes activity for RSUs awarded under the Plan that vest over the required service period of the participant:

​

​

​

​

​

​

​

​

    

    

    

Weighted Average

​

​

Share

​

Grant Date

​

​

Units

 

Fair Value

Unvested, December 31, 2023

​

601,640

 

$

3.64

Granted

​

521,128

​

 

3.10

Distributed (vested)

​

(248,755)

​

 

3.76

Cancelled

​

(2,285)

​

 

3.72

Unvested, December 31, 2024

​

871,728

​

$

3.28

Granted

​

248,777

​

​

8.35

Distributed (vested)

​

(459,091)

​

​

3.39

Cancelled

​

(86,314)

​

​

4.36

Unvested, September 30, 2025

​

575,100

​

$

5.22

​

During the nine months ended September 30, 2025, the Company awarded 248,777 RSUs (September 30, 2024: 515,128 RSUs) with a weighted average grant date fair value of $8.35 per RSU (September 30, 2024: $3.02) or approximately $2.1 million in total (September 30, 2024: $1.6 million). During the nine months ended September 30, 2025, the fair value of RSU awards distributed was approximately $4.7 million (September 30, 2024: $1.1 million).

During the three and nine months ended September 30, 2025, the Company recognized $401,336 (September 30, 2024: $367,132) and $1,088,638 (September 30, 2024: $1,059,073), respectively, in compensation expense related to RSUs and expects to record an additional $1.5 million in compensation expense over the next 1.48 years.

The unvested units as of September 30, 2025 are expected to vest as follows:

​

​

​

​

Remainder of 2025

    

7,000

2026

​

289,436

2027

 

202,961

2028

​

75,703

Total

 

575,100

​

Pursuant to the terms of the Plan, 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, termination by the Company without cause and upon death or disability.

​

Performance Share Units

The following table summarizes activity for PSUs and market-based performance share units (“MPSUs”) awarded under the Plan that vest over the required service period of the participant:

​

​

​

​

​

​

​

​

    

    

    

Weighted Average

​

​

Share

​

Grant Date

​

​

Units

​

Fair Value

Unvested, December 31, 2023

 

546,583

 

$

6.35

Granted

 

515,502

 

 

4.81

Distributed

 

(1,395)

 

 

4.79

Cancelled

 

(3,247)

 

 

4.92

Unvested, December 31, 2024

 

1,057,443

 

$

5.61

Granted

​

176,481

​

​

12.53

Added by performance factor on 2022 MPSUs

​

246,318

​

​

6.99

Distributed

​

(637,081)

​

​

6.59

Cancelled

​

(124,657)

​

​

6.25

Unvested, September 30, 2025

​

718,504

​

$

6.80

​

During the nine months ended September 30, 2025, the fair value of PSU and MPSU awards distributed was approximately $6.0 million (September 30, 2024: $nil).

During the three and nine months ended September 30, 2025, the Company recognized $413,380 (September 30, 2024: $525,969) and $1,129,380 (September 30, 2024: $1,439,175), respectively, in compensation expense related to PSUs and MPSUs and expects to record an additional $2.4 million in compensation expense over the next 1.98 years.

The unvested units as of September 30, 2025 are expected to vest as follows:

​

​

​

​

Remainder of 2025

    

56,000

2026

 

224,969

2027

 

278,257

2028

​

159,278

Total

 

718,504

​

Pursuant to the terms of the Plan, 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, termination by the Company without cause and upon death or disability.

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, 2025, the Company awarded nil PSUs (2024: 120,000 PSUs) that had a weighted average grant date fair value of $nil (2024: $3.95),or $nil (2024: $474,000) in total.

Market-based PSUs: During the nine months ended September 30, 2025 and 2024, 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, 2025, the Company awarded 176,481 MPSUs (2024: 389,502 MPSUs) that had a weighted grant date fair value of $12.53 (2024: $5.00) per MPSU or approximately $2.2 million (2024: $1.9 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:

​

​

​

​

​

​

​

​

​

​

    

2025

    

2024

​

Grant date fair value

​

$

12.53

​

$

5.00

​

Risk-free interest rate

​

​

4.15

%  

​

4.38

%

Expected term (in years)

​

​

3.0

 

​

3.0

​

Expected share price volatility

​

​

55.16

%  

​

57.36

%

Expected dividend yield

​

​

Nil

 

​

Nil

​

​

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

The following table summarizes activity for DSUs awarded under the Plan that vest on the date of grant and settle upon the participant’s separation from service:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Share

​

Grant Date

​

    

Units

    

Fair Value

Outstanding, December 31, 2023

​

226,574

​

$

3.68

Granted

​

115,107

​

​

4.01

Outstanding, December 31, 2024

​

341,681

​

$

3.79

Granted

 

33,713

​

​

9.95

Distributed

 

(30,783)

​

 

3.46

Outstanding, September 30, 2025

 

344,611

​

$

4.42

​

Under the Plan, the Company may issue DSUs to non-employee directors. During the three and nine months ended September 30, 2025, 2,514 (September 30, 2024: 5,822) and 33,713 (September 30, 2024: 110,005) share units, respectively, with a fair value of $47,414 (September 30, 2024: $54,436) and $335,497 (September 30, 2024: $407,523) were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the consolidated statements of operations.