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SHARE CAPITAL AND SHAREBASED PAYMENTS

9 Months Ended

Sep. 30, 2024

SHARE CAPITAL AND SHAREBASED PAYMENTS

12. SHARE CAPITAL AND SHARE-BASED PAYMENTS

(a) Authorized: Unlimited common shares without par value

(b) Issued:

(i) During the nine months ended September 30, 2024, the Company issued 5,050,585 common shares in an at-the-market offering under prospectus supplement for gross proceeds of $3,906. The Company paid a 2.75% cash commission of $107 on gross proceeds, for net proceeds of $3,799. The Company also incurred $169 in share issuance costs related to its base shelf prospectus and prospectus supplement filings.

During the nine months ended September 30, 2024, the Company issued 1,197,709 common shares upon exercise of RSUs. As a result, $1,018 was recorded to share capital.

During the nine months ended September 30, 2024, the Company issued 561,000 common shares following the exercise of 561,000 options. As a result, $572 was recorded to share capital, representing cash proceeds of $372 and the fair value upon issuance of $200.

(ii) During the year ended December 31, 2023, the Company issued 9,373,825 common shares in an at-the-market offering under prospectus supplement for gross proceeds of $5,648. The Company paid a 2.75% cash commission of $155 on gross proceeds, for net proceeds of $5,493. The Company also incurred $339 in share issuance costs related to its base shelf prospectus and prospectus supplement filings.

During the year ended December 31, 2023, the Company issued 1,005,333 common shares upon exercise of RSUs. As a result, $1,019 was recorded to share capital.

(c) Stock options:

The Company has a stock option plan to purchase the Company’s common shares, under which it may grant stock options of up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to directors, officers, and employees, and to persons providing investor relations or consulting services, the limits being based on the Company’s total number of issued and outstanding shares per year. The stock options vest on the date of grant, except for those issued to persons providing investor relations services, which vest over a period of one year. The option price must be greater than or equal to the discounted market price on the grant date, and the option term cannot exceed ten years from the grant date.

Continuity of stock options is as follows:

	Underlying Shares			Weighted Average Exercise Price (C$)

Stock options outstanding, January 1, 2023		4,256,000		$	1.36
Granted		2,545,000		$	1.12
Expired		(105,000	)	$	1.30
Cancelled / Forfeited		(30,000	)	$	1.40
Stock options outstanding, December 31, 2023		6,666,000		$	1.27
Granted		2,500,000		$	0.78
Exercised		(561,000	)	$	0.90
Cancelled / Forfeited		(190,000	)	$	1.26
Stock options outstanding, September 30, 2024		8,415,000		$	1.15
Stock options exercisable, September 30, 2024		7,165,000		$	1.21

The following table summarizes information about the stock options outstanding and exercisable at September 30, 2024:

			Outstanding				Exercisable
Expiry Date	Price (C$)		Number of Options		Weighted Average Remaining Contractual Life (Years)		Number of Options		Weighted Average Remaining Contractual Life (Years)
August 4, 2025	$	1.64		1,620,000		0.84		1,620,000		0.84
March 25, 2027	$	1.20		2,195,000		2.48		2,195,000		2.48
May 4, 2027	$	0.92		25,000		2.59		25,000		2.59
March 29, 2028	$	1.12		2,180,000		3.50		2,180,000		3.50
July 10, 2028	$	1.12		150,000		3.78		150,000		3.78
March 25, 2029	$	0.78		2,245,000		4.48		995,000		4.48

				8,415,000		2.99		7,165,000		2.10

Valuation of stock options requires the use of estimates and assumptions including the expected stock price volatility. The expected volatility used in valuing stock options is based on volatility observed in historical periods. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the stock options was calculated using the Black-Scholes model with the following weighted average assumptions and resulting fair values:

	September 30, 2024			December 31, 2023
Weighted average assumptions:
Risk-free interest rate		3.51	%		3.10	%
Expected dividend yield		0	%		0	%
Expected warrant life (years)		5			5
Expected stock price volatility		60.73	%		61.10	%
Expected forfeiture rate		15	%		17	%
Weighted average fair value	C$0.43			C$0.60

During the nine months ended September 30, 2024, the Company charged $610 (nine months ended September 30, 2023 - $783) to operations as share-based payments for the fair value of stock options granted.

(d) Restricted Share Units:

On April 19, 2018, the Company’s Restricted Share Unit (“RSU”) Plan was approved by its shareholders. The RSU Plan is administered by the Compensation Committee under the supervision of the Board of Directors as compensation to officers, directors, consultants, and employees. The Compensation Committee determines the terms and conditions upon which a grant is made, including any performance criteria or vesting period.

Upon vesting, each RSU entitles the participant to receive one common share, provided that the participant is continuously employed with or providing services to the Company. RSUs track the value of the underlying common shares, but do not entitle the recipient to the underlying common shares until such RSUs vest, nor do they entitle a holder to exercise voting rights or any other rights attached to ownership or control of the common shares, until the RSU vests and the RSU participant receives common shares.

Continuity of RSUs is as follows:

	Underlying Shares			Weighted Average Price (C$)

RSUs outstanding, January 1, 2023		2,190,666		$	1.27
Granted		1,878,320		$	1.11
Exercised		(1,005,334	)	$	1.37
Cancelled / Forfeited		(68,943	)	$	1.14
RSUs outstanding, December 31, 2023		2,994,709		$	1.03
Granted		1,881,000		$	1.02
Exercised		(1,197,709	)	$	1.15
Cancelled / Forfeited		(137,132	)	$	1.08
RSUs outstanding, September 30, 2024		3,540,868		$	1.08

The following table summarizes information about the RSUs outstanding at September 30, 2024:

Issuance Date	Price (C$)		Number of RSUs Outstanding
March 25, 2022	$	1.19		556,539
March 29, 2023	$	1.12		1,124,288
July 10, 2023	$	0.94		50,000
April 1, 2024	$	1.02		1,810,041
				3,540,868

During the nine months ended September 30, 2024, 1,881,000 RSUs (year ended December 31, 2023 – 1,878,320) were granted. The weighted average fair value at the measurement date was C$1.02, based on the TSX market price of the Company’s shares on the date the RSUs were granted.

During the nine months ended September 30, 2024, the Company charged $991 (September 30, 2023 - $1,026) to operations as share-based payments for the fair value of the RSUs vested. The fair value of the RSUs is recognized over the vesting period with reference to vesting conditions and the estimated RSUs expected to vest.

(e) Earnings (loss) per share:

The calculations for basic earnings per share and diluted earnings per share are as follows:

	Three months ended September 30,					Nine months ended September 30,
	2024		2023			2024		2023
Net income (loss) for the period	$	1,169	$	(803	)	$	3,008	$	(21	)
Basic weighted average number of shares outstanding		135,070,079		122,433,272			132,925,193		120,093,760
Effect of dilutive share options, warrants, and RSUs		5,359,782		-			5,798,710		-
Diluted weighted average number of shares outstanding		140,429,861		122,433,272			138,723,903		120,093,760
Basic income (loss) per share	$	0.01	$	(0.01	)	$	0.02	$	(0.00	)
Diluted income (loss) per share	$	0.01	$	(0.01	)	$	0.02	$	(0.00	)