| SHARE CAPITAL |
| |
a) |
Authorized share capital |
The Company is authorized to issue
an unlimited number of Class A Shares and an unlimited number of common shares. The Class A Shares and common shares do not have any
special rights or restrictions attached, respectively. The Class A shares were converted to common shares on December 22, 2023, and as of December
31, 2023, there were no Class A Shares issued and outstanding and only common shares outstanding.
During the year ended December 31, 2023, the Company:
| | i) | Issued 156,250 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 $226,544 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. |
| | iv) | Issued 989,903 shares at a price of $2.59 per share for total proceeds of $2,562,660 in a private placement. |
| | v) | Issued 21 shares upon the conversion of Class A shares. |
During the six months ended June 30, 2024, the Company:
| |
i) |
Did not enter into any capital transactions. |
The Company may grant incentive stock
options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”)
whereby the Company can issue up to 10% of the issued and outstanding common shares of the Company. Options have a maximum term of ten
years and vesting is determined by the Board of Directors.
A continuity schedule of outstanding stock options is as
follows:
| |
|
Number
Outstanding |
|
|
Weighted Average
Exercise Price |
|
| |
|
|
|
|
($) |
|
| Balance – December 31, 2022 |
|
|
14,238 |
|
|
|
594.08 |
|
| Granted |
|
|
25,000 |
|
|
|
14.40 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
(10,247 |
) |
|
|
392.60 |
|
| Balance – December 31, 2023 |
|
|
28,990 |
|
|
|
165.38 |
|
| Granted |
|
|
- |
|
|
|
- |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
(13,860 |
) |
|
|
186.49 |
|
| Balance – June 30, 2024 |
|
|
15,130 |
|
|
|
146.03 |
|
During the three months ended June 30, 2024 and 2023 the Company recorded
share-based compensation of none and $90,896, respectively, relating to options vested during the period. During the six months ended
June 30, 2024 and 2023 the Company recorded share-based compensation of $160,865 and $(1,156,217), respectively, relating to options vested
during the period.
The Company used the following assumptions in calculating
the fair value of stock options for the period ended:
| | | June 30,
2024 | | | June 30,
2023 | |
| Risk-free interest rate | | | 3.93 | % | | | 3.93 | % |
| Expected life of options | | | 3.38 years | | | | 5.0 years | |
| Expected dividend yield | | | Nil | | | | Nil | |
| Volatility | | | 132.65 | % | | | 132.65 | % |
At June 30, 2024, the Company had incentive
stock options outstanding as follows:
| Expiry Date |
| Options Outstanding |
|
| Exercise
Price |
|
| Weighted
Average
Remaining Life |
|
| |
| |
|
| ($) |
|
| (years) |
|
| September 27, 2024 |
| |
572 |
|
| |
1,087.20 |
|
| |
0.24 |
|
| July 24, 2025 |
| |
287 |
|
| |
715.20 |
|
| |
1.07 |
|
| July 31, 2025 |
| |
276 |
|
| |
715.20 |
|
| |
1.08 |
|
| June 1, 2026 |
| |
59 |
|
| |
1,689.60 |
|
| |
1.92 |
|
| August 19, 2026 |
| |
761 |
|
| |
1,008.00 |
|
| |
2.14 |
|
| August 17, 2027 |
| |
1,504 |
|
| |
96.00 |
|
| |
3.13 |
|
| September 20, 2027 |
| |
140 |
|
| |
55.20 |
|
| |
3.22 |
|
| February 13, 2028 |
| |
11,531 |
|
| |
14.40 |
|
| |
3.62 |
|
| |
| |
15,130 |
|
| |
146.03 |
|
| |
3.27 |
|
| |
d) |
Share purchase warrants |
A continuity schedule of outstanding share purchase warrants
is as follows:
| |
|
Number
Outstanding |
|
|
Weighted
Average
Exercise
Price |
|
| |
|
|
|
|
($) |
|
| Balance –December 31, 2022 |
|
|
329,908 |
|
|
|
91.84 |
|
| Exercised |
|
|
(283,875 |
) |
|
|
16.19 |
|
| Expired |
|
|
- |
|
|
|
- |
|
| Issued |
|
|
850,612 |
|
|
|
3.83 |
|
| Balance – December 31, 2023 |
|
|
896,645 |
|
|
|
32.36 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Expired |
|
|
- |
|
|
|
- |
|
| Issued |
|
|
- |
|
|
|
- |
|
| Balance
– June 30, 2024 |
|
|
896,645 |
|
|
|
32.36 |
|
During the year ended December 31, 2023, the Company:
| | i) | 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. |
| | ii) | Issued 815,217 warrants in conjunction with a public offering on October 17, 2023, with an exercise price of $3.68 per share. |
| | iii) | 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:
| |
|
June 30,
2024 |
|
|
December 31,
2023 |
|
| Risk-free interest rate |
|
4.13% – 4.49% |
|
|
4.13% – 4.49% |
|
| Expected life of warrants |
|
1.81 – 4.55 years |
|
|
2.06 – 4.80 years |
|
| Expected dividend yield |
|
Nil |
|
|
Nil |
|
| Volatility |
|
132.78% |
|
|
132.78% |
|
| Weighted average fair value per warrant |
|
$4.44 |
|
|
$4.69 |
|
At June 30, 2024, the Company had share
purchase warrants outstanding as follows:
| Expiration Date |
|
Warrants Outstanding
|
|
|
Exercise Price
|
|
| Weighted
Average
Remaining
Life |
|
| |
| |
|
| ($) |
|
| (years) |
|
| January 20, 2026 |
| |
7,030 |
|
| |
1,800.00 |
|
| |
1.56 |
|
| February 28, 2027 |
| |
20,689 |
|
| |
460.80 |
|
| |
2.67 |
|
| December 6, 2027 |
| |
13,781 |
|
| |
20.00 |
|
| |
3.43 |
|
| December 9, 2027 |
| |
9,876 |
|
| |
17.60 |
|
| |
3.44 |
|
| January 18, 2028 |
| |
25,906 |
|
| |
124.80 |
|
| |
3.55 |
|
| February 2, 2028 |
| |
10,938 |
|
| |
14.40 |
|
| |
3.60 |
|
| October 17, 2028 |
| |
783,968 |
|
| |
3.68 |
|
| |
4.30 |
|
| October 17, 2028 |
| |
24,457 |
|
| |
4.05 |
|
| |
4.30 |
|
| |
| |
896,645 |
|
| |
32.36 |
|
| |
4.19 |
|
|