| SHARE CAPITAL |
| |
a) |
Authorized share capital |
The Company is authorized to issue an
unlimited number of Class A Shares. The Class A Shares do not have any special rights or restrictions attached. As of December 31, 2024
and 2023, there were 0 and 0 Class A Shares issued and outstanding, respectively. The Class A shares were converted to common shares on
December 22, 2023.
During the year ended December 31, 2024, the Company:
| | i) | Issued 2,155,172 shares at a price of $1.16 per share for total proceeds
of $2,500,000 as a result of the conversion of the Senior Note, net of issuance cost of $106,768. |
| | ii) | Issued 240,490 common shares pursuant to exercise of 240,490 warrants at a price of $3.68 per share for total proceeds of $885,003. |
During the year ended December 31, 2023, the Company:
| | i) | Issued 156,238 shares at a price of $14.40 per share for total proceeds of $2,250,000 in a registered direct offering. In connection with the offering, the Company incurred $226,545 in issuance costs as part of the transaction. |
| | ii) | Issued 283,875 common shares pursuant to exercise of 283,875 warrants at a price of $17.37 per share for total proceeds of $4,561,200. |
| | iii) | Issued 815,217 shares at a price of $3.68 per share for total proceeds of $3,000,000 in a registered direct offering. In connection with the offering, the Company incurred $453,345 in issuance costs as part of the transaction. |
| | ix) | Issued 989,903 shares at a price of $2.59 per share for total proceeds of $2,562,660 in a private placement. |
| | xi) | Issued 21 shares upon the conversion of Class A shares.
|
The Company may grant incentive stock
options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”)
whereby the Company can issue up to 10% of the issued and outstanding common shares of the Company. Options have a maximum term of ten
years and vesting is determined by the Board of Directors.
A continuity schedule of outstanding stock options is as follows:
| |
|
Number Outstanding |
|
|
Weighted Average Exercise
Price |
|
| |
|
|
|
|
($) |
|
| Outstanding – December 31, 2022 |
|
|
14,238 |
|
|
|
594.08 |
|
| Granted |
|
|
25,000 |
|
|
|
14.40 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
(10,247 |
) |
|
|
392.60 |
|
| Outstanding – December 31, 2023 |
|
|
28,990 |
|
|
|
165.38 |
|
| Forfeited |
|
|
(26,435 |
) |
|
|
135.62 |
|
| Outstanding – December 31, 2024 |
|
|
2,555 |
|
|
|
64.99 |
|
During the year ended December 31,
2023, no stock options were granted by the Company, and the Company recorded share-based compensation of $160,865 relating to options
vested during the period. As of December 31, 2024, there was approximately none of unrecognized compensation cost related to outstanding
unvested stock options.
During the year ended December 31, 2023,
25,000 stock options were granted by the Company, and the Company recorded share-based compensation of ($1,452,380) relating to options
vested during the period.
The Company used the following assumptions in calculating
the fair value of stock options for the period ended:
| | | December 31,
2024 | | | December 31,
2023 | |
| Risk-free interest rate | | | - | | | | 3.93% | |
| Expected life of options | | | - | | | | 3.69 years | |
| Expected dividend yield | | | - | | | | Nil | |
| Volatility | | | - | | | | 132.65% | |
During the year ended December 31, 2024, the Company:
| | i) | Issued 1,077,586 warrants in conjunction with the conversion of the Senior Note issuance, with an exercise price of $4.00 per share. |
During the year ended December 31, 2023, the Company:
| | iv) | Issued 10,938 placement agent warrants in conjunction with a registered direct offering on February 2, 2023, with an exercise price of $14.40 per share. |
| | v) | Issued 815,217 warrants in conjunction with a public offering on October 17, 2023, with an exercise price of $3.68 per share. |
| | vi) | Issued 24,457 placement agent warrants in conjunction with a public offering on October 17, 2023, with an exercise price of $4.05 per share. |
The Company used the following assumptions
in calculating the fair value of the warrants for the period ended:
| |
| December 31,
2024 |
| December 31,
2023 |
| Risk-free interest rate |
| 4.43% |
| 4.13% - 4.49% |
| Expected life of warrants |
| 5 years |
| 2.06 – 4.80 years |
| Expected dividend yield |
| Nil |
| Nil |
| Volatility |
| 132.78% |
| 132.78% |
| Weighted average fair value per warrant |
| $1.71 |
| $4.69 |
At December 31, 2024, the Company had
share purchase warrants outstanding as follows:
| Expiration Date |
|
Warrants Outstanding
|
|
|
Exercise Price
|
|
| Weighted Average Remaining Life |
|
| |
| |
|
| ($) |
|
| (years) |
|
| January 20, 2026(1) |
| |
7,030 |
|
| |
1,800.00 |
|
| |
1.06 |
|
| February 28, 2027 |
| |
20,689 |
|
| |
460.80 |
|
| |
2.16 |
|
| December 6, 2027 |
| |
13,781 |
|
| |
20.00 |
|
| |
2.93 |
|
| December 9, 2027 |
| |
9,876 |
|
| |
17.60 |
|
| |
2.94 |
|
| January 18, 2028 |
| |
25,906 |
|
| |
124.80 |
|
| |
3.05 |
|
| February 2, 2028 |
| |
10,938 |
|
| |
14.40 |
|
| |
3.10 |
|
| October 17, 2028 |
| |
543,468 |
|
| |
3.68 |
|
| |
3.80 |
|
| October 17, 2028 |
| |
24,457 |
|
| |
4.05 |
|
| |
3.80 |
|
| December 24, 2029 |
| |
1,077,586 |
|
| |
4.00 |
|
| |
4.92 |
|
| |
| |
1,733,741 |
|
| |
32.36 |
|
| |
4.45 |
|
| | (1) | Unit A warrant balance is 7,030 as of December 31, 2024 and 2023. |
|