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SHARE CAPITAL | 6 Months Ended
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Jun. 30, 2025
Equity [Abstract] |
SHARE CAPITAL | 10. SHARE CAPITAL As disclosed in Note 1(b), the Share Consolidation has been applied retrospectively herein. The authorized capital of the Company comprises an unlimited number of Common Shares without par value and 20,000,000 Preferred Shares, issuable in series, of which 4,000,000 are authorized to be designated as Series 1 Convertible Preferred Shares. There are currently 118,186 Series 1 Convertible Preferred Shares outstanding, without par value, which are convertible at a ratio of 180:1, to 657 Common Shares.
a) | Common Shares Issued and Outstanding
Six months ended June 30, 2025 On March 18, 2025, the Company closed the March 2025 Financing which included a non-brokered private placement and the conversion of its $20,882,353 three-year Term Loan with Cymbria (Note 8). The non-brokered private placement (the “Private Placement”) consisted of issuing 7,666,667 units (each, a “Private Placement Unit”) of the Company at a price of $6.00 per unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “Private Placement Warrant”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $11.00 per share until March 18, 2028. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) In connection with the March 2025 Financing, the Company issued: (i) 200,000 Common Shares to TriView for its services as finder; (ii) 450,000 Common Shares to Fiore and 187,500 Common Shares to Bowering for certain advisory services; and (iii) 179,335 Common Shares to a financial advisor for financial advisory services. The fair value of these shares was determined to be $5,179,586. In addition to the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $2,371,203. Certain of these fees were allocated between the Private Placement and Debt Conversion (Note 8) transactions based on the value of the units issued under each transaction. All securities issued as part of the Private Placement are subject to a hold period which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 19, 2026. The fair value of the Common Shares issued under the Private Placement was estimated at $39,048,922 and was determined by applying an implied discount for lack of marketability to the market observed price on the date of issuance. The fair value of the Private Placements Warrants was estimated at $6,951,078 using the Black-Scholes Option Pricing Model. The fair value of the Private Placement Warrants was calculated using the following assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS
|  | Private Placement Warrants |
Expected dividend yield |  |  | 0 | %
Share price |  | $ | 5.00 |
Expected share price volatility |  |  | 81.8 | %
Risk free interest rate |  |  | 2.57 | %
Expected life of warrant |  |  | 3 years |
The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation. As at June 30, 2025, the Company had 21,449,318 Common Shares issued and outstanding (December 31, 2024 – 9,285,424). Year ended December 31, 2024 During the year ended December 31, 2024, 6,313 Common Shares were issued for the net exercise of 13,905 options. In addition, 1,814,070 Common Shares were issued as a result of the following financing transactions: On June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the “June 2024 Financing”), pursuant to which the Company issued an aggregate 961,730 units of the Company (the “June 2024 Units”) at a price of $15.60 per Unit for aggregate gross proceeds of $15,002,999. Each June 2024 Unit was comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “June 2024 Warrant”). On June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional 801,090 June 2024 Units at $15.60 per Unit for gross proceeds of $12,497,000. Each June 2024 Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $22.00 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares is at least $40.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the Expiry Date with 30 days’ notice to the June 2024 Warrant holders. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) In connection with the June 2024 Financing, the Company issued 51,250 June 2024 Units (comprised of 51,250 Common Shares and 51,250 non-transferable June 2024 Warrants) to a financial advisor. The fair value of the June 2024 Warrants, calculated using the Monte Carlo model, was estimated at $12,533,135. Gross proceeds raised of $27,499,999 and related issuance costs of $358,746 in cash, and the value of $1,087,755 for 51,250 June 2024 Units granted to the financial advisor were allocated to the Common Shares and the June 2024 Warrants based on relative fair values. The key inputs used in the Monte-Carlo model were as follows: SCHEDULE OF FAIR VALUE OF WARRANTS
|  | June 14, 2024 |  |  | June 21, 2024 |
Expected dividend yield |  |  | 0 | % |  |  | 0 | %
Share price |  | $ | 16.20 |  |  | $ | 16.80 |
Expected share price volatility |  |  | 83.17 | % |  |  | 83.71 | %
Risk free interest rate |  |  | 3.23 | % |  |  | 3.30 | %
Expected life of warrant |  |  | 5 years |  |  |  | 5 years |
The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.
b) | Warrants
The following summarizes Common Share purchase warrant activity: SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY
|  | Six months ended |  |  | Year ended |
|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Number Outstanding |  |  | Weighted Average Exercise Price $ |  |  | Number Outstanding |  |  | Weighted Average Exercise Price $ |
Outstanding, beginning of the year |  |  | 2,126,342 |  |  |  | 23.02 |  |  |  | 344,555 |  |  |  | 30.00 |
Issued |  |  | 7,313,726 |  |  |  | 9.57 |  |  |  | 1,814,070 |  |  |  | 22.00 |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | (11,072 | ) |  |  | (35.00 | ) |  |  | (32,283 | ) |  |  | (41.00 | )
Outstanding, end of the period |  |  | 9,428,996 |  |  |  | 12.58 |  |  |  | 2,126,342 |  |  |  | 23.02 |
At June 30, 2025, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows: SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING
Warrants Outstanding |  |  | Warrants Exercisable |  |  | Expiry Date |  | Exercise Price $ |  |  | Intrinsic Value $ |
| 301,200 |  |  |  | 301,200 |  |  | June 28, 2026 |  |  | 28.75 |  |  |  | - |
| 1,012,981 |  |  |  | 1,012,981 |  |  | June 14, 2029 |  |  | 22.00 |  |  |  | - |
| 801,089 |  |  |  | 801,089 |  |  | June 21, 2029 |  |  | 22.00 |  |  |  | - |
| 3,833,334 |  |  |  | 3,833,334 |  |  | March 18, 2028 |  |  | 11.00 |  |  |  | 6,133,334 |
| 3,480,392 |  |  |  | 3,480,392 |  |  | March 18, 2028 |  |  | 8.00 |  |  |  | 16,009,803 |
| 9,428,996 |  |  |  | 9,428,996 |  |  |  |  |  |  |  |  |  | 22,143,137 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)
c) | Omnibus Plan
During the second quarter of 2025, the Company adopted a new “rolling up to 10%” long-term omnibus incentive plan (the “Omnibus Plan”) which replaces the Company’s existing stock option plan, restricted share unit plan, and deferred share unit plan. The Omnibus Plan provides for the award of Restricted Share Units (“RSUs”), Deferred Share Units (“DSUs”) and options to purchase Common Shares (“Options” and together with RSUs and DSUs, “Awards”) to directors, officers, employees and consultants upon approval by the Board of Directors. The maximum aggregate number of Common Shares issuable in respect of all past and future Awards granted or issued, at any point, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such point in time, subject to certain participation limits on grants. No Award granted or issued under the Omnibus Plan, other than Options, may vest before the date that is one year following the date it is granted or issued. Options An Option is an Award that gives a participant the right to purchase one Common Share at a specified price. The exercise price of each Option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of the Company. The Options can be granted for a maximum term of ten years. The following summarizes the Option activity: SCHEDULE OF OPTION ACTIVITY
|  | Six months ended |  |  | Year ended |
|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Number Outstanding |  |  | Weighted Average Exercise Price $ |  |  | Number Outstanding |  |  | Weighted Average Exercise Price $ |
Outstanding, beginning of the year |  |  | 779,343 |  |  |  | 25.60 |  |  |  | 674,401 |  |  |  | 27.80 |
Granted |  |  | 299,000 |  |  |  | 9.99 |  |  |  | 170,500 |  |  |  | 21.00 |
Exercised |  |  | - |  |  |  | - |  |  |  | (13,905 | ) |  |  | (17.20 | )
Expired/cancelled |  |  | (42,920 | ) |  |  | (17.21 | ) |  |  | (51,653 | ) |  |  | (40.20 | )
Outstanding, end of the period |  |  | 1,035,423 |  |  |  | 21.44 |  |  |  | 779,343 |  |  |  | 25.60 |
The total intrinsic value of options exercised for the year ended December 31, 2024, was $149,405. During the six months ended June 30, 2025, the Company granted an aggregate of 299,000 Options to employees, directors, officers and consultants with a term of five years. The Options have a weighted average exercise price of $9.99 per Common Share. Of the 299,000 stock options granted, 287,500 vest as to one-half on the date of grant and the balance on the first anniversary of the date of grant, 7,000 vested immediately on the date of grant, and 4,500 vest annually in equal thirds beginning on the date of grant. For the three and six months ended June 30, 2025, a total of $498,099 (three months ended June 30, 2024 - $389,612) and $1,377,612 (six months ended June 30, 2024 – $779,224), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to Options. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) The fair value of Options granted was calculated using the Black-Scholes Option Pricing Model. The volatility was determined using the historical daily volatility over the expected life of the Options. The expected life of the Options considered the contractual term of the Options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED
|  | Six months ended |  |  | Year ended |
|  | June 30, 2025 |  |  | December 31, 2024 |
Expected dividend yield |  |  | 0 | % |  |  | 0 | %
Expected forfeiture rate |  |  | 0 | % |  |  | 0 | %
Expected share price volatility range |  |  | 76.3-78.6% |  |  |  | 74.2-79.8% |
Weighted average expected share price volatility |  |  | 77.5 | % |  |  | 75.9 | %
Risk free interest rate |  |  | 2.54%-2.70% |  |  |  | 2.91%-3.23% |
Expected life of Options |  |  | 2.5-3.5 years |  |  |  | 2.5-3.5 years |
Details of Options outstanding as at June 30, 2025, are as follows: SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING
Options Outstanding |  |  | Options Exercisable |  |  | Expiry Date |  | Exercise Price $ |  |  | Intrinsic Value $ |
| 12,000 |  |  |  | 12,000 |  |  | August 19, 2025 |  |  | 9.00 |  |  |  | 43,200 |
| 160,736 |  |  |  | 160,736 |  |  | January 26, 2026 |  |  | 7.80 |  |  |  | 771,533 |
| 21,250 |  |  |  | 21,250 |  |  | February 25, 2026 |  |  | 32.00 |  |  |  | - |
| 55,335 |  |  |  | 55,335 |  |  | September 29, 2026 |  |  | 18.20 |  |  |  | - |
| 49,940 |  |  |  | 49,940 |  |  | October 25, 2026 |  |  | 40.00 |  |  |  | - |
| 97,499 |  |  |  | 97,499 |  |  | January 20, 2027 |  |  | 48.00 |  |  |  | - |
| 169,163 |  |  |  | 56,388 |  |  | August 8, 2028 |  |  | 35.00 |  |  |  | - |
| 155,500 |  |  |  | 51,833 |  |  | August 14, 2029 |  |  | 22.00 |  |  |  | - |
| 15,000 |  |  |  | 10,833 |  |  | December 4, 2029 |  |  | 9.80 |  |  |  | 30,333 |
| 287,500 |  |  |  | 143,750 |  |  | March 18, 2030 |  |  | 10.00 |  |  |  | 373,750 |
| 11,500 |  |  |  | 8,500 |  |  | April 24, 2030 |  |  | 9.80 |  |  |  | 23,800 |
| 1,035,423 |  |  |  | 668,064 |  |  |  |  |  |  |  |  |  | 1,242,616 |
RSUs A RSU is an Award that upon settlement, entitles the recipient participant to receive one Common Share. The number, terms, and vesting conditions of RSUs awarded will be determined by the Board of Directors from time to time. The Company uses the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs was determined based on the closing price of the Company’s Common Shares on the grant date. During the six months ended June 30, 2025, the Company granted an aggregate of 158,750 RSUs to employees, directors, officers and consultants with each RSU vesting in full on the first anniversary of the date of grant. The following is a continuity of the RSUs which are fixed and are not subject to vesting conditions other than service: SCHEDULE OF CONTINUITY OF RSU
|  | Six months ended |  |  | Year ended |
|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Number Outstanding |  |  | Weighted Average Grant-Date Fair Value Per Award $ |  |  | Number Outstanding |  |  | Weighted Average Grant-Date Fair Value Per Award $ |
Outstanding, beginning of the year |  |  | 50,000 |  |  |  | 12.00 |  |  |  | - |  |  |  | - |
Granted |  |  | 158,750 |  |  |  | 8.20 |  |  |  | 50,000 |  |  |  | 12.00 |
Outstanding, end of the period |  |  | 208,750 |  |  |  | 9.00 |  |  |  | 50,000 |  |  |  | 12.00 |
For the three and six months ended June 30, 2025, a total of $430,484 (three months ended June 30, 2024 – $nil) and $578,552 (six months ended June 30, 2024 - $nil), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to RSUs. Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars) DSUs DSUs are granted annually by the Board of Directors and outstanding DSUs are settled in cash upon redemption. The number and vesting conditions of DSUs awarded will be determined by the Board of Directors from time to time. Each director may elect to receive any part or all of their director fees in DSUs. The DSUs credited to the account of a director may only be redeemed following the date upon which the holder ceases to be a director but prior to the end of the calendar year following the year in which the holder ceases to be a director. The following is a continuity of the DSUs: SCHEDULE OF DSU GRANTED
|  | Number of Awards |  |  | Price(1) $ |  |  | Fair Value $ |
DSUs outstanding at December 31, 2023 |  |  | 36,548 |  |  |  | 24.20 |  |  |  | 884,481 |
Granted |  |  | 71,688 |  |  |  | 14.24 |  |  |  | 1,020,523 |
Fair value adjustment |  |  | - |  |  |  | - |  |  |  | (963,340 | )
DSUs outstanding at December 31, 2024 |  |  | 108,236 |  |  |  | 8.70 |  |  |  | 941,664 |
Redeemed |  |  | (19,335 | ) |  |  | 9.85 |  |  |  | (190,446 | )
Fair value adjustment |  |  | - |  |  |  | - |  |  |  | 368,935 |
DSUs outstanding at June 30, 2025 |  |  | 88,901 |  |  |  | 12.60 |  |  |  | 1,120,153 |
Less: current portion |  |  | 39,915 |  |  |  | 12.60 |  |  |  | 502,929 |
Non-current portion |  |  | 48,986 |  |  |  | 12.60 |  |  |  | 617,224 |
Note:
(1) | For DSUs granted and outstanding, price represents the closing price of the Company’s Common Shares on the grant date and balance sheet date, respectively. For DSUs redeemed, price represents the volume weighted average price on the TSXV for the last five trading days immediately preceding the redemption date.
During the six months ended June 30, 2025, the Company did not grant DSUs. During the three and six months ended June 30, 2025, the Company recorded a fair value adjustment gain of $379,759 and $368,935, respectively, on the outstanding DSUs. During the three and six months ended June 30, 2024, the DSU compensation, net of fair value adjustments, was $189,750 and $244,397, respectively. The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss. The fair value of the DSUs was determined based on the closing price of the Company’s Common Shares on the respective balance sheet date. As at June 30, 2025, the Company reassessed the fair value of the DSUs at $1,120,153 and recorded the amount as a DSU liability (December 31, 2024 - $941,664). Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and six months ended June 30, 2025 and 2024 (Expressed in Canadian dollars)

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