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SHARE BASED PAYMENTS

6 Months Ended

Sep. 30, 2015

7.	SHARE BASED PAYMENTS

(a)	Stock options

The Company has a stock option plan whereby the Company is authorized to grant up to 12,108,016 options. Vesting and the term of an option is determined at the discretion of the Board of Directors of the Company.

The continuity of stock options for the periods as at September 30 and March 31, 2015, are as follows:

				Weighted
				Average		Aggregate
				Exercise Price		Intrinsic Value
	Number			(CAD)		(CAD)

Balance outstanding at March 31, 2015	4,920,000		$	1.14	$	10,120,000
Exercised	(94,640	)	$	0.60		-
Granted	50,000			0.98		-

Balance outstanding at September 30, 2015	4,875,360		$	1.15	$	-

Balance exercisable at September 30, 2015	3,272,862		$	1.15	$	-

The options outstanding and exercisable at September 30, 2015 are as follows:

		Options
		outstanding
		remaining					Number of
Number of		contractual life		Exercise		Grant date fair	options
options	Expiry date	(years)		Price (CAD)		value (CAD)	exercisable

3,520,000	June 18, 2019	3.72	$	0.60	$	0.23	2,346,667
155,360	June 20, 2019	3.72	$	0.60	$	0.23	92,860
100,000	July 14, 2017	1.79	$	2.52	$	1.06	100,000
450,000	December 8, 2019	4.19	$	2.92	$	1.65	450,000
100,000	December 8, 2019	4.19	$	2.92	$	1.49	33,334
400,000	December 8, 2019	4.19	$	2.96	$	1.56	200,000
100,000	March 16, 2020	4.46	$	3.20	$	1.61	33,334
50,000	August 15, 2015	4.88	$	0.98	$	0.45	16,667
4,875,360							3,272,862

The fair value of stock options vested during the periods ended September 30, 2015 and September 30, 2014 were estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

	September 30, 2015	September 30, 2014

Stock price	$0.872	$0.55
Exercise Price	$1.105	$0.65
Expected life	4.1 years	4.1 years
Expected volatility	67.85%	115.73%
Risk – free interest rate	1.05%	1.46%
Dividend rate	0.00%	0.00%

The Company has adopted the simplified method prescribed by the SEC in SAB Topic 14 in respect of estimating the expected term of its stock options as its limited share purchase option history does not provide a reasonable basis to estimate the expected terms. Expected volatility was determined by reference to the average volatility rates of other companies in the same industry due to the Company’s limited trading history.

Non-Employee Stock Options

In accordance with the guidance of ASC 815-40-15, stock options awarded to non-employees that are performing services for Neuro are required to be accounted for as derivative liabilities once the services have been performed and the options have vested because they are considered not to be indexed to the Company’s stock due to their exercise price being denominated in a currency other than Neuro’s functional currency. Stock options awarded to non-employees that are not vested are accounted for as equity awards until the terms associated with their vesting requirements have been met.

The non-employee stock options are accounted for at their respective fair values and are summarized as follows for the periods ended September 30, 2015 and March 31, 2015:

	Six months ended	Year ended March
	September 30, 2015	31, 2015
	$	$

Fair value of non-employee options, beginning of the period	1,581,444	-
Issuance	-	767,879
Reallocation of vested non-employee options	86,261	74,190
Change in fair value of non-employee stock options during the period	(1,305,796)	739,375

Fair value of non-employee options, end of the period	361,909	1,581,444

The non-employee options are required to be re-valued with the change in fair value of the liability recorded as a gain or loss on the change of fair value of derivative liability and included in other items in the Company’s Consolidated Statements of Loss at the end of each reporting period. The fair value of the options will continue to be classified as a liability until such time as they are exercised, expire or there is an amendment to the respective agreements that renders these financial instruments to be no longer classified as a liability.

Share-based payments are classified in the Company’s Statement of Loss as follows for the period ended September 30, 2015 and 2014:

	September 30,	September 30,
	2015	2014
	$	$

Consulting fees	73,126	70,654
Research and development	-	50,303
Wages and salaries	362,534	473,297

	435,660	594,254

(b)	Share Purchase Warrants

The Company closed its First Financing at $2.15 per First Financing Unit of 849,273 First Financing Units raising $1,825,937 on April 30, 2015. Each First Financing Unit consists of one common stock of the Company and one half of a First Financing Warrant of the Company where one full First Financing Warrant is exercisable for 3 years at $3.00 into one common share. The Company also issued 27,396 First Financing Finder’s Warrants. Each First Financing Finder’s Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $3.00 per share for a period of thirty-six (36) months from the closing date of the First Financing.

The Company closed its Second Financing at $2.15 per Second Financing Unit of 335,463 Second Financing Units raising $721,243 on June 26, 2015. Each Second Financing Units consists of one common stock of the Company and one half of a Second Financing Warrant of the Company where one full Second Financing Warrant is exercisable for 3 years at $3.00 into one common share. The Company also issued 18,978 Second Financing Finder’s Warrants. Each Second Financing Finder’s Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $2.15 per share for a period of sixty (60) months from the closing date of the Second Financing.

The Company closed its Third Financing at $2.15 per Third Financing Unit of 125,756 Third Financing Units raising $270,375 on July 17, 2015. Each Third Financing Units consists of one common stock of the Company and one half of a Third Financing Warrant of the Company where one full Third Financing Warrant is exercisable for 3 years at $3.00 into one common share. The Company also issued 7,545 Third Financing Finder’s Warrants. Each Third Financing Finder’s Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of $2.15 per share for a period of sixty (60) months from the closing date of the Third Financing.

The continuity of warrants for the six months ended September 30, 2015 is as follows:

	Number of warrants			Weighted Average Exercise Price
	CAD	US		CAD $	US $
Balance, March 31, 2015	8,444,400	-	$	1.00	-
Granted	-	709,164	$	-	2.97
Exercised	(14,400)	-	$	1.00	-
Balance, September 30, 2015	8,430,000	709,164	$	1.00	2.97

The warrants outstanding and exercisable at September 30, 2015 are as follows:


Number of warrants outstanding	Exercise Price	Expiry Date
8,430,000	CAD $1.00	May 30, 2016
452,032	US $3.00	April 30, 2018
167,731	US $3.00	June 26, 2018
18,978	US $2.15	June 26, 2020
62,878	US $3.00	July 17, 2018
7,545	US $2.15	July 17, 2020