XML 32 R19.htm IDEA: XBRL DOCUMENT v3.25.3
SHARE CAPITAL
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
SHARE CAPITAL

11. SHARE CAPITAL

 

As disclosed in Note 2(d), 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

 

Nine months ended September 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 9).

 

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.

 

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 9) 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:

 

   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.

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

 

During the nine months ended September 30, 2025, 2,124 Common Shares were issued for the net exercise of 12,000 Options, and 4,166 Common Shares were issued for the vesting and settlement of RSUs.

 

As at September 30, 2025, the Company had 21,455,608 Common Shares issued and outstanding (December 31, 2024 – 9,285,424).

 

Year ended December 31, 2024

 

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 June 2024 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 June 2024 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 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.

 

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 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:

 

   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.

 

During the year ended December 31, 2024, 6,313 Common Shares were issued for the net exercise of 13,905 Options.

 

b) Warrants

 

The following summarizes Common Share purchase warrant activity:

 

   Nine months ended   Year ended 
   September 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 
Expired   (11,072)   (35.00)   (32,283)   (41.00)
Outstanding, end of the period   9,428,996    12.58    2,126,342    23.02 

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

 

At September 30, 2025, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:

 

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    - 
 3,480,392    3,480,392   March 18, 2028   8.00    - 
 9,428,996    9,428,996            - 

 

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:

 

   Nine months ended   Year ended 
   September 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   (12,000)   (9.00)   (13,905)   (17.20)
Expired/cancelled   (52,553)   (19.53)   (51,653)   (40.20)
Outstanding, end of the period   1,013,790    21.51    779,343    25.60 

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

 

The total intrinsic value of Options exercised for the nine months ended September 30, 2025, was $30,996 (year ended December 31, 2024 - $149,405).

 

During the nine months ended September 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 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 nine months ended September 30, 2025, a total of $287,499 (three months ended September 30, 2024 - $933,619) and $1,665,111 (nine months ended September 30, 2024 – $1,712,843), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to Options.

 

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:

 

   Nine months ended   Year ended 
   September 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 September 30, 2025, are as follows:

 

Options

Outstanding

  

Options

Exercisable

  

Expiry

Date

 

Exercise

Price

$

  

Intrinsic Value

$

 
 160,736    160,736   January 26, 2026   7.80    - 
 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    - 
 163,330    108,887   August 8, 2028   35.00    - 
 151,700    101,133   August 14, 2029   22.00    - 
 15,000    10,833   December 4, 2029   9.80    - 
 287,500    143,750   March 18, 2030   10.00    - 
 11,500    8,500   April 24, 2030   9.80    - 
 1,013,790    757,863            - 

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)

 

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 nine months ended September 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:

 

   Nine months ended   Year ended 
   September 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 
Vested / Settled   (4,166)   (12.00)   -    - 
Outstanding, end of the period   204,584    9.04    50,000    12.00 

 

For the three and nine months ended September 30, 2025, a total of $408,908 (three months ended September 30, 2024 – $nil) and $987,460 (nine months ended September 30, 2024 - $nil), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to RSUs.

 

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:

 

   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   -    -    (73,792)
DSUs outstanding at September 30, 2025   88,901    12.60    677,426 
Less: current portion   39,915    12.60    339,959 
Non-current portion   48,986    12.60    337,467 

 

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 nine months ended September 30, 2025, the Company did not grant DSUs. During the three and nine months ended September 30, 2025, the Company recorded a fair value adjustment gain of $442,727 and $73,792, respectively, on the outstanding DSUs. During the three and nine months ended September 30, 2024, the DSU compensation, net of fair value adjustments, was $164,193 and $408,590, 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 September 30, 2025, the Company reassessed the fair value of the DSUs at $677,426 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 nine months ended September 30, 2025 and 2024

(Expressed in Canadian dollars)