10. SHARE CAPITAL

Authorized share capital consists of an unlimited number of Common Shares without par value.

(a) Issued Share Capital

As at December 31, 2024, the Company had 92,076,438 Common Shares issued and outstanding (December 31, 2023 - 90,877,231).

During the year ended December 31, 2024, the Company:

issued 429,800 Common Shares related to the conversion of a portion of the Accrued Interest Amount from the A&R Loan Facility (Note 6);
issued 250,000 Common Shares related to a private placement; and
issued 519,407 Common Shares related to the vesting of RSUs and the exercise of stock options.

During the year ended December 31, 2023, the Company:

issued 944,396 Common Shares in the at-the-market offerings at an average price of $4.90 per share for gross proceeds of $4.6 million, with aggregate commissions paid or payable to the agents of $0.1 million and other share issue costs of $0.4 million, resulting in aggregate net proceeds of $4.1 million;
issued 34,943,542 Common Shares related to the acquisition of Nova (Note 4);
issued 1,406,182 Common Shares for the acquisition of royalties and other interests (Note 4);
issued 2,835,539 Common Shares related to a subscription agreement to complete a C$15.0 ‎million ‎equity placement at an average price of C$5.29 per share;
issued 545,702 Common Shares related to the conversion of a portion of the Third Drawdown from the A&R Loan Facility (Note 6); and
issued 733,993 Common Shares related to the vesting of RSUs and the exercise of stock options.

(b) Stock Options

The Company has adopted a stock option plan approved by the Company's shareholders. The maximum number of shares that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for RSUs. The plan allows for a cash-less broker exercise, or a net exercise on some of the Company's stock options upon vesting, both of which are subject to approval from the Company's Board of Directors. The vesting terms, if any, are determined by the Company's Board of Directors at the time of the grant.

The continuity of stock options for the year ended December 31, 2024, was as follows:

		Weighted
		Average
		Exercise Price	Number
		(C$)	Outstanding
As at December 31, 2022	$	7.26	2,818,902
Granted		4.05	922,500
Issued as part of Nova Transaction (Note 4)		6.10	2,013,118
Exercised ⁽¹⁾		2.91	(779,527	)
Expired		11.73	(60,000	)
Forfeited		5.98	(80,000	)
As at December 31, 2023	$	6.83	4,834,993
Granted		4.14	160,000
Exercised ⁽¹⁾		3.69	(820,781	)
Expired		8.43	(1,176,005	)
Forfeited		4.47	(115,000	)
As at December 31, 2024	$	7.02	2,883,207

(1) During the year ended December 31, 2024, 771,063 stock options were exercised on a net exercise basis with a total of 163,999 Common Shares issued for the exercise (2023 - 581,226 and 264,988, respectively).

During the year ended December 31, 2024, the Company granted 160,000 stock options (December 31, 2023 - 922,500) with a weighted-average exercise price of C$4.14 (December 31, 2023 - C$4.05) and a fair value of $0.2 million or $1.18 per option (December 31, 2023 - $1.1 million or $1.24 per option). The fair value of the stock options granted was estimated using the Black-Scholes option pricing model with weighted average assumptions as follows:

	Year ended
	December 31,	December 31,
	2024	2023
Risk free interest rate	3.62%	3.71%
Expected dividend yield	0%	0%
Expected stock price volatility	51%	53%
Expected life in years	3.25	3.25
Forfeiture rate	0%	0%

Subsequent to December 31, 2024, on February 20, 2025, the Company granted 955,000 stock options with an exercise price of C$4.41.

For the year ended December 31, 2024, in accordance with the vesting terms of the stock options granted, the Company recorded a charge to share-based payments expense of $0.9 million (December 31, 2023 - $0.7 million), with an offsetting credit to reserves. As at December 31, 2024, the weighted average remaining life of the stock options outstanding was 2.39 years (December 31, 2023 - 2.17 years). The Company's outstanding and exercisable stock options as at December 31, 2024, and their expiry dates are as follows:

Exercise Price

Number

Expiry Date

(C$)

Outstanding

Exercisable

January 15, 2025

7.66

383,750

November 6, 2025

12.85

315,000

April 27, 2026

11.73

310,000

August 27, 2026

9.17

217,800

July 20, 2027

4.33

118,800

August 16, 2027

5.98

445,000

February 22, 2028

4.12

100,357

December 28, 2028

4.05

832,500

416,250

July 23, 2029

4.14

160,000

2,883,207

2,306,957

(c) Restricted Share Units

The Company has adopted an RSU plan approved by the Company's shareholders. The maximum number of RSUs that may be reserved for issuance under the plan is limited to 10% of the issued common shares of the Company at any time, less the amount reserved for stock options. The vesting terms are determined by the Company's Board of Directors at the time of issuance, the standard vesting terms have one-half vest in one year and one-half vest in two years. The continuity of RSUs for the year ended December 31, 2024, was as follows:

	Number
	Outstanding
As at December 31, 2022	721,554
Granted	587,500
Settled	(270,704	)
Forfeited	(60,000	)
As at December 31, 2023	978,350
Granted	300,000
Settled	(305,690	)
Forfeited	(75,000	)
As at December 31, 2024	897,660

For the year ended December 31, 2024, in accordance with the vesting terms of the RSUs granted, the Company recorded a charge to share-based payments expense of $1.7 million (December 31, 2023 - $1.5 million), with an offsetting credit to reserves. Subsequent to December 31, 2024, on February 20, 2025, the Company granted 525,788 RSUs.