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Note 7 - Capital Stock and Reserves

12 Months Ended

Mar. 31, 2024

Disclosure of share capital, reserves and other equity interest [text block]

7.	CAPITAL STOCK AND RESERVES

Authorized capital stock

Unlimited number of common shares without par value

Issued capital stock

All issued shares are fully paid.

During the period ended June 30, 2024, the Company:

closed on Tranche 2 on a non-brokered private placement issuing 247,471 flow-through units (“FT Units”) at $5.88 per FT Unit for gross proceeds of $1,455,129 (of which $105,000 was received in March 2024 as subscriptions received in advance). The FT Units are comprised of one flow-through common share and one non-flow-through common share purchase warrant (each, a “Warrant”), entitling the holder to purchase additional common shares at an exercise price of $4.00 per Warrant. If at any time, the volume-weighted average trading price of the common shares on the CSE trades on or above $6.00 for 14 consecutive trading days, the Company may elect to accelerate the expiry date of the Warrants by giving notice to the holders, by way of a news release, that the Warrants will expire 30 calendar days following the date of such notice. The Company also paid a cash finder’s fees of $175 on the financing and issued 51 finder’s warrants, (“Finders Warrants”) (valued at $100), entitling the holder to purchase one common share at a price of $3.40 per share. All Warrants and Finder’s Warrants are exercisable for a period of 24 months from the date of issuance expiring April 29, 2026. All securities issued under the second tranche of will be subject to a hold period of four months and one day from the date of issuance. . The Company also incurred legal and filing fees of $22,869 on the private placement. Each Finder’s warrant entitles the holder to purchase one common share at a price of $3.40 for a two-year period. All of the securities issued under the first tranche of the Offering will be subject to a hold period of four months and one day from the date of issuance expiring on August 29, 2024. A value of $57,012 was attributed to the flow-through premium liability and $480,000 was allocated to reserves in connection with the financing. The Company is committed to incur a total of $1,455,129 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2025. As at June 30, 2024, the Company has spent $117,839 in qualifying CEE.

issued 28,818 common shares at a value of $100,000 as part of the annual payment due under the Peg North Property option agreement (see Note 4).

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

closed an underwritten public offering in the United States (the “Offering”). The Company sold 800,000 units, each consisting of one common share and one warrant to purchase one common share, at a public offering price of $6.77 (USD $5.00) per unit. The warrants are exercisable into common shares at a price of USD $6.25 for five years. As the warrants are denominated in a currency other than the functional currency, the Company recognized a derivative liability valued at $823,597 associated with the warrants. As at March 31, 2024, the Company revalued the derivative liability at $656,946 resulting in an unrealized gain on change in fair value of warrants of $166,651 through profit or loss for the period ended March 31, 2024. It was estimated using a Level 1 fair value measurement. The aggregate gross proceeds to the Company from the Offering were $5,418,400 (USD $4,000,000), before deducting underwriting discounts of $387,416 (USD $286,000) and offering expenses. The Company also issued 40,000 underwriter’s warrants (valued at $270,400). All securities issued are free from any resale restrictions under applicable Canadian and United States securities laws. The common shares and unit warrants sold in the Offering began trading on NASDAQ under the symbols FMST and FMSTW, respectively, on August 22, 2023;

closed Tranche 1 of 2 on a non-brokered private placement issuing 188,651 flow-through units consisting of one flow-through common share and one non-flow-through share purchase warrant at $5.88 per unit for gross proceeds of $1,109,268 and 152,941 non-flow-through units consisting of one non-flow-through common share and one non-flow-through share purchase warrant at $3.40 per unit for gross proceeds of $520,000. The warrants are exercisable into common shares at a price of $4.00 until March 13, 2026. The Warrants will be subject to an accelerated expiry, if, at any time following the date of issuance, the volume weighted average trading price of the Shares on the Canadian Securities Exchange is or exceeds $6.00 for any 14 consecutive trading days, the Company may elect to accelerate the expiry date of the Warrants and NFT Warrants by giving notice to the holders, by way of a news release, that the Warrants and NFT Warrants will expire 30 calendar days following the date of such notice. In connection with the first tranche closing, cash finder’s fees of $11,134 were paid on the financings and the Company issued 3,274 share purchase finders warrants (valued at $9,700). Each Finder’s warrant entitles the holder to purchase one common share at a price of $3.40 for a two-year period. All of the securities issued under the first tranche of the Offering will be subject to a hold period of four months and one day from the date of issuance expiring on July 14, 2024. A value of $20,143 was attributed to the flow-through premium liability and $377,911 was allocated to reserves in connection with the financing. The Company is committed to incur a total of $1,109,268 of qualifying Canadian Exploration Expenses (“CEE”) on or before December 31, 2025. As at June 30, 2024 the Company had spent the required $1,109,268 in qualifying CEE.

issued 10,700 common shares at a value of $85,600 as part of the acquisition payments for the Lac Simard South option agreement (see Note 4);

issued 13,072 common shares at a value of $100,000 as part of the acquisition payments for the Peg North option agreement (see Note 4);

issued 6,128 common shares at a value of $50,000 as part of the acquisition payments for the Jean Lake option agreement (see Note 4);

issued 30,900 common shares at a value of $187,872 to a non-related consulting firm for services; and

issued 36,000 common shares upon exercise of options for gross proceeds of $131,400, resulting in a reallocation of share-based reserves of $53,400 from reserves to share capital. The weighted average share price on the date of the option exercises was $4.95.

Stock Incentive Plan:

The Board of Directors adopted the Company’s 2023 Stock Incentive Plan under which allows the Company to grant equity-based incentive awards (each, an “Award”) in the form of stock options (“Options”), restricted stock units (“RSUs”), preferred stock units (“PSUs”) and deferred stock units (“DSUs”) to executive, officers, directors, employees, and consultants. The Stock Incentive Plan was ratified by shareholders at the AGSM on January 25, 2024, and is a fixed number share plan providing an aggregate maximum number of common shares that may be issued upon the exercise or settlement of Awards granted under the plan, not to exceed 850,000 common shares, subject to the adjustment provisions provided within the plan.

Stock Options:

Under the policies of the Canadian Securities Exchange, which the Company follows, the exercise price of each option may not be less than the market price of the Company’s stock as calculated on the day before the date of grant. The options can be granted for a maximum term of ten years.

During the period ended June 30, 2024, the Company:

granted Nil Stock options;

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

granted a stock options for 17,500 shares to a consultant of the Company. The option is exercisable at $5.65 per share for three years with an estimated fair value of $60,200 and vests immediately;

granted stock options for an aggregate of 40,000 shares to directors and a consultant of the Company. The options are exercisable at $6.60 per share for three years with an estimated fair value of $173,500 and vest immediately;

granted stock options for an aggregate of 85,000 shares to officers of the Company. The options are exercisable at $6.60 per share for five years with an estimated fair value of $445,500 and vest immediately;

granted a stock option for 36,000 shares to a consultant of the Company. The option is exercisable at $3.65 per share for one year with an estimated fair value of $53,400 and vests immediately;

granted a stock option for 20,000 shares to a director of the Company. The option is exercisable at $5.47 per share for three years with an estimated fair value of $75,500 and vests immediately;

granted a stock option for 20,000 shares to an officer of the Company. The option is exercisable at $3.98 per share for five years with an estimated fair value of $66,600 and vests immediately;

granted a stock option for 20,000 shares to a consultant of the Company. The option is exercisable at $3.30 per share for two years with an estimated fair value of $66,600 and vests immediately;

had 36,000 stock options exercised by issuing 36,000 shares for proceeds of $131,400; and

had 80,300 stock options that expired or were forfeited, resulting in a reallocation of share-based reserves of $860,158 from reserves to deficit.

Stock option transactions for the period ended June 30, 2024, are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2024		Granted		Exercised			Forfeited / Expired			Balance June 30, 2024		Exercisable

March 8, 2025	$	15.50		4,000		-		-			-			4,000		4,000
September 2, 2025	$	12.75		20,000		-		-			-			20,000		20,000
September 6, 2025	$	13.75		8,000		-		-			-			8,000		8,000
November 20, 2025	$	4.00		6,000		-		-			-			6,000		6,000
December 2, 2025	$	9.00		62,000		-		-			(20,000	)		42,000		42,000
December 13, 2025	$	9.50		21,000		-		-			-			21,000		21,000
March 26, 2026	$	3.30		20,000		-		-			-			20,000		20,000
August 25, 2026	$	5.65		17,500		-		-			-			17,500		17,500
September 6, 2026	$	6.60		40,000		-		-			-			40,000		40,000
November 1, 2026	$	7.50		10,000		-		-			-			10,000		10,000
December 4, 2026	$	5.47		20,000		-		-			-			20,000		20,000
September 6, 2028	$	6.60		85,000		-		-			(32,500	)		52,500		52,500
February 15, 2029	$	3.98		20,000		-		-			-			20,000		20,000

Total				333,500		-		(-	)		(52,500	)		281,000		281,000

Weighted average exercise price			$	7.38	$	-	$	-		$	7.51		$	7.36	$	7.36

Weighted average remaining life (years)			$	2.61										2.33

Stock option transactions for the year ended March 31, 2024, are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised			Forfeited / Expired			Balance March 31, 2024		Exercisable

March 1, 2024	$	16.50		15,000		-		-			(15,000	)		-		-
November 14, 2024	$	3.65		-		36,000		(36,000	)		-			-		-
March 8, 2025	$	15.50		4,000		-		-			-			4,000		4,000
September 2, 2025	$	12.75		20,000		-		-			-			20,000		20,000
September 6, 2025	$	13.75		8,000		-		-			-			8,000		8,000
November 20, 2025	$	4.00		6,000		-		-			-			6,000		6,000
December 2, 2025	$	9.00		62,000		-		-			-			62,000		62,000
December 13, 2025	$	9.50		31,000		-		-			(10,000	)		21,000		21,000
January 15, 2026	$	7.25		35,300		-		-			(35,300	)		-		-
March 26, 2026	$	3.30		-		20,000		-			-			20,000		20,000
August 25, 2026	$	5.65		-		17,500		-			-			17,500		17,500
September 6, 2026	$	6.60		-		40,000		-			-			40,000		40,000
November 1, 2026	$	7.50		10,000		-		-			-			10,000		10,000
December 4, 2026	$	5.47		-		20,000		-			-			20,000		20,000
February 16, 2027	$	17.50		20,000		-		-			(20,000	)		-		-
September 6, 2028	$	6.60		-		85,000		-			-			85,000		85,000
February 15, 2029	$	3.98		-		20,000		-			-			20,000		20,000
	$	-		-		-		-			-			-		-

Total				211,300		238,500		(36,000	)		(80,300	)		333,500		333,500

Weighted average exercise price			$	10.81	$	5.87	$	4.70		$	9.95		$	7.38	$	7.38

Weighted average remaining life (years)			$	2.57										2.61

The average market price of the 36,000 options exercised was $4.95 per share.

The fair value of stock options was calculated using the Black-Scholes option pricing model with the following weighted average assumptions.

	March 31, 2024

Fair value per option	$	5.42
Exercise price	$	5.49
Expected life (years)		3.50
Interest rate		4.17	%
Annualized volatility (based on historical volatility)		108	%
Dividend yield		0.00	%

Performance Stock Options:

During the period ended June 30, 2024, the Company recorded $Nil ( March 31, 2024 - $Nil) as share-based compensation. The 15,000 performance-based stock option expired during the year ended March 31, 2024.

Performance stock option transactions for the year ended June 30, 2024 and March 31, 2024, are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Forfeited / Expired			Balance March 31, 2024 and June 30, 2024		Exercisable

March 31, 2024	$	14.25		15,000		-		-		(15,000	)		-		-

Total				15,000		-		-		(15,000	)		-		-

Weighted average exercise price			$	14.25	$	-	$	-	$	14.25		$	-	$	-

Weighted average remaining life (years)													-

Warrants:

A continuity of the warrants granted for the period ended June 30, 2024, are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2024		Granted		Exercised		Forfeited / Expired		Balance June 30, 2024

August 24, 2028	$	USD 6.25		800,000		-		-		-		800,000
March 13, 2026	$	4.00		341,592		-		-		-		341,592
April 29, 2026	$	4.00		-		247,471		-		-		247,471

Total				1,141,592		247,471		-		-		1,389,063

Weighted average exercise price			$	5.58	$	4.00	$	-	$	-	$	5.30

Weighted average remaining life (years)				3.67								3.14

The company records warrants with an exercise price that is in a currency that is different from the functional currency as a derivative liability. Any gains or losses are recorded in the consolidated statements of comprehensive loss as they relate to the issue of warrants recorded on the Company’s balance sheet as a derivative liability measured at FVTPL.

The fair value of the 800,000 transferrable warrants ($823,597) issued on August 24, 2023, are quoted on the NASDAQ . The warrant derivative liability was calculated using following assumptions:

	As at June 30, 2024		As at March 31, 2024		At grant date August 24, 2023

Number of warrants outstanding		800,000		800,000		800,000
Warrant price at valuation date	0.44 USD		0.61 USD		0.76 USD
Exchange rate		1.36781		1.35397		1.35460
Fair value of warrants outstanding (derivative liability)	$	481,469	$	656,946	$	823,597

A continuity of the warrants granted for the year ended March 31, 2024, are summarized as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Forfeited / Expired			Balance March 31, 2024

December 2, 2023	$	6.50		24,000		-		-		(24,000	)		-
August 24, 2028	$	USD 6.25		-		800,000		-		-			800,000
March 13, 2026	$	4.00		-		341,592		-		-			341,592

Total				24,000		1,141,592		-		(24,000	)		1,141,592

Weighted average exercise price			$	6.50	$	5.58	$	-	$	6.50		$	5.58

Weighted average remaining life (years)				0.67									3.67

The fair value of the $480,000 (on 247,471 warrants) and $377,911 (on 341,592 warrants) were allocated to reserves and calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	June 30, 2024			March 31, 2024

Fair value per option	$	3.71		$	3.77
Exercise price	$	4.00		$	4.00
Expected life (years)		2.00			2.00
Interest rate		4.30	%		3.50	%
Annualized volatility (based on historical volatility)		100.90	%		110.96	%
Dividend yield		0.00	%		0.00	%

Agent warrants:

During the period ended June 30, 2024, the Company issued 51 warrants to certain underwriters/agents in connection with private placement financings which are subject to cashless exercise. A continuity of the agent warrants granted is as follows:

Expiry Date	Exercise Price		Balance March 31, 2024		Granted		Exercised		Cancelled / Expired		Balance March 31, 2024

July 19, 2024	$	10.00		5,765		-		-		-		5,765
August 21, 2028	$	USD 6.25		40,000		-		-		-		40,000
March 13, 2026	$	3.40		3,274		-		-		-		3,274
April 29, 2026	$	3.40		-		51		-		-		51

Total				49,039		51		-		-		49,090

Weighted average exercise price			$	6.50	$	3.40	$	-	$	-	$	6.49

Weighted average remaining life (years)				2.94								3.51

Agent warrants:

During the period ended March 31, 2024, the Company issued 40,000 warrants to certain underwriters/agents in connection with private placement financings which are subject to cashless exercise. A continuity of the agent warrants granted is as follows:

Expiry Date	Exercise Price		Balance March 31, 2023		Granted		Exercised		Cancelled / Expired		Balance March 31, 2024

July 19, 2024	$	10.00		5,765		-		-		-		5,765
August 21, 2028	$	USD 6.25		-		40,000		-		-		40,000
March 13, 2026	$	3.40		-		3,274		-		-		3,274

Total				5,765		43,274		-		-		49,039

					$	USD 6.25
Weighted average exercise price			$	10.00	$	CAD 3.40	$	-	$	-	$	6.50

Weighted average remaining life (years)												2.94

The fair value of agent warrants was calculated using the Black-Scholes option pricing model with the following weighted average assumptions:

	June 30, 2024			March 31, 2024

Fair value per option	$	1.96		$	7.95
Exercise price	$	3.40		$	8.09
Expected life (years)		2.00			4.78
Interest rate		4.30	%		4.09	%
Annualized volatility (based on historical volatility)		100.9	%		113.0	%
Dividend yield		0.00	%		0.00	%