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SHAREHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2019

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

NOTE 12 SHAREHOLDERS’ EQUITY

Equity Issuances

Registered Direct Offering (the “Offering”)

On March 29, 2019, the Company issued 14,193,548 Units under the Offering at $1.55 per Unit, for net proceeds of $20.3 million (net of issuance costs of $1.7 million). Each Unit consisted of one common share and one-half of one warrant to

purchase one common share at a price of $2.00, expiring three years from the date of issuance. Warrants are exercisable at any time prior to March 29, 2022. The warrants are not listed for trading on an exchange.

Under the same Offering, the Company issued 1,935,484 Subscription Receipts at $1.55 per Unit to certain of its executive officers, directors, employees and consultants; each Subscription Receipt entitled the holder to receive one Unit upon necessary shareholder and NYSE approvals. Upon approval on May 23, 2019, the Company issued 1,935,484 Units for net proceeds of $2.6 million (net of issuance costs of $0.3 million). All Units issued under the Offering have consistent terms.

The Company concluded that both common shares and warrants are equity-linked financial instruments and should be accounted for permanently in the shareholders’ equity section in the Consolidated Balance Sheets, with no requirement to subsequently revalue any of the instruments. Of the net proceeds of $22.9 million, $20.3 million was allocated to common stock and $2.6 million was allocated to warrants based on their relative fair value at issuance.

The Company used the Black-Scholes pricing model to determine the fair value of warrants issued in connection with the Offering using the following assumptions:


Issued on:	March 29, 2019				May 23, 2019
Risk-free interest rate		2.30	%			2.14	%
Dividend yield		0.00	%			0.00	%
Volatility factor of the expected market price of common stock		50	%			45	%
Weighted-average expected life		3 years				3 years
Weighted-average grant date fair value	$	0.43			$	0.22

All 8,064,516 warrants issued remain outstanding and unexercised as at September 30, 2019.

Shares issued for acquisition of mineral property interest

During the three months ended September 30, 2019, the Company issued a total of 353,570 shares of common stock in exchange for the acquisition of mineral interests adjacent to Gold Bar. On June 11, 2018, the Company issued 178,321 shares of common stock in exchange for the acquisition of mineral interests adjacent to the Black Fox Complex.

Flow-through shares and Restricted cash

On December 20, 2018, the Company issued 6,634,000 flow-through common shares within the meaning of subsection 66(15) of the Income Tax Act (Canada), priced at $2.24 per share for total proceeds of $14.9 million (C$20.0 million). On December 19, 2017, the Company issued 4,000,000 flow-through common shares priced at $2.50 per share for total proceeds of $10.0 million (C$12.9 million).

The Company is required to spend flow-through share proceeds on flow-through eligible Canadian exploration expenditures (“CEE”) as defined by subsection 66(15) of the Income Tax Act (Canada) and as such recorded the proceeds as restricted cash. The proceeds from the 2018 issuance are required to be spent in 2019. The proceeds from the 2017 issuance were spent in 2018. During the nine months ended September 30, 2019, the Company incurred $11.0 million (C$14.7 million) in CEE (nine months ended September 30, 2018 - $12.4 million (C$16.1 million)), with the remaining $3.9 million (C$5.3 million) to be incurred by December 31, 2019. Accounts payable and accrued liabilities at September 30, 2019 include $4.7 million (C$6.2 million) in CEE incurred expenditures.

Net proceeds from the 2018 issuance of $14.1 million were allocated as follows: $11.1 million to share capital and $3.0 million recorded as flow-through premium liability. As at September 30, 2019, the Company reduced the flow-through premium liability by $2.1 million (September 30, 2018 - $1.6 million) to amortize the flow-through premium for the costs incurred to date. The reduction of the flow-through premium was recognized in income and mining tax recovery on the Consolidated Statement of Operations.

At-the-market (“ATM”) offering

Pursuant to an equity distribution agreement dated November 8, 2018, the Company was permitted to offer and sell from time to time shares of its common stock having an aggregate offering price of up to $90.0 million, with the net proceeds to fund working capital and general corporate purposes. During the three months ended March 31, 2019, the Company issued an aggregate of 1,010,545 common shares for gross and net proceeds of $1.9 million. The Company terminated the agreement on March 13, 2019.

Stock options

During the nine months ended September 30, 2019, the Company issued 405,000 common shares for proceeds of $0.4 million upon the exercise of same number of stock options at a weighted average exercise price of $1.01 per share. During the same period in 2018, the Company issued 57,199 commons shares for proceeds of $0.1 million upon the exercise of same number of stock options at a weighted average exercise price of $1.17 per share.

Stock-based compensation

During the nine months ended September 30, 2019, 3,050,000 stock options were granted to officers, directors and certain employees at a weighted average exercise price of $1.72 per share.

Stock option expense for the three and nine months ended September 30, 2019 was $0.3 million and $0.5 million, respectively (September 30, 2018 – $0.2 million recovery and $0.2 million expense, respectively).

Shareholders’ distributions

During the nine months ended September 30, 2018, the Company paid shareholders’ distributions of $0.01 per share of common stock, for a total of $3.4 million.

Pursuant to the term loan facility dated August 10, 2018 (note 10), the Company is limited on the distributions it is authorized to declare and pay. The Company may declare and pay distributions in any fiscal year that do not exceed the amount of dividends per share made in the fiscal year ended December 31, 2017 ($0.01 per share).