Annual report [Section 13 and 15(d), not S-K Item 405]

Share Capital

v3.26.1
Share Capital
12 Months Ended
Dec. 31, 2025
Share Capital [Abstract]  
SHARE CAPITAL
8. SHARE CAPITAL

 

  a) Authorized share capital

 

The Company is authorized to issue is three hundred million (300,000,000) shares, of which two hundred million (200,000,000) shares shall be Common Stock, and one hundred million (100,000,000) shares shall be Preferred Stock.

 

  b) Issued share capital

 

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, 2025 the Company did not issue any share capital.

 

  c) Stock options

 

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 15% 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, 2024     2,555       64.99  
Granted     399,078       2.18  
Forfeited     (76 )     165.38  
Outstanding – December 31, 2025     401,557       2.57  
Vested and exercisable     277,807       2.74  

 

During the year ended December 31, 2025 and 2024 the Company recorded share-based compensation of $430,428 and $160,865, respectively, relating to options vested during the period. The remaining share-based compensation to be recognized is over the vesting term of the unvested options is $193,285 as of December 31, 2025. The remaining weighted average contractual term of the options outstanding as of December 31, 2025 is 9.2 years. The remaining expense is expected to be recognized over a weighted-average period of approximately 2.25 years.

 

The fair value of the options granted during the year ended December 31, 2025 was $1.56 per share. No options were granted during the year ended December 31, 2024.

 

The intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at December 31, 2025 the total intrinsic value of all outstanding options was none.

 

The Company used the following assumptions in calculating the fair value of stock options for the period ended:

 

    December 31,
2025
 
Risk-free interest rate     4.03 %
Expected life of options     5.0 years  
Expected dividend yield     Nil  
Volatility     98.83 %
  d) Warrants outstanding

 

During the year ended December 31, 2024, the Company issued 1,077,586 common stock warrants in conjunction with the conversion of the Senior Note issuance, with an exercise price of $4.00 per share.

 

At December 31, 2025, the Company had share purchase warrants outstanding as follows:

 

Expiration Date   Warrants
Outstanding
    Exercise
Price
    Weighted
Average
Remaining Life
 
          ($)     (years)  
January 26, 2026     7,030       1,800.00       0.08  
February 28, 2027     20,689       460.80       1.07  
December 6, 2027     13,781       20.00       1.83  
December 9, 2027     9,876       17.60       1.83  
January 18, 2028     25,906       124.80       2.08  
February 2, 2028     10,938       14.40       2.08  
October 17, 2028     543,468       3.68       2.58  
October 17, 2028     24,457       4.05       2.58  
December 24, 2029     1,077,586       4.00       3.67  
      1,733,741       18.71       3.45