Quarterly report [Sections 13 or 15(d)]

Share Capital

v3.25.3
Share Capital
9 Months Ended
Sep. 30, 2025
Share Capital [Abstract]  
SHARE CAPITAL
5. SHARE CAPITAL

 

  a) Authorized share capital

 

The Company is authorized to issue an unlimited number of common stock. The Company had 4,901,677 shares of common stock outstanding as of September 30, 2025 and December 31, 2024.

 

  b) Issued share capital

 

During the nine month period ended September 30, 2025 and 2024, the Company did not issue 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 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, 2024     2,555       64.99  
Granted     399,078       2.18  
Exercised    
-
     
-
 
Forfeited     (76 )    
-
 
Balance – September 30, 2025     401,577       2.45  
Vested and exercisable     264,057       2.58  

 

For the three months ended September 30, 2025 and 2024 the Company recorded share-based compensation of $21,476 and none, respectively. For the nine months ended September 30, 2025 and 2024 the Company recorded share-based compensation of $408,952 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 $214,761 as of September 30, 2025. The remaining expense is expected to be recognized over a weighted-average period of approximately 2.50 years.

 

The fair value of the options granted during the nine months ended September 30, 2025 was $1.56 per share. No options were granted during the nine months ended September 30, 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 September 30, 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:

 

    September 30,
2025
 
Risk-free interest rate     4.03 %
Expected life of options     5 years  
Expected dividend yield     Nil  
Volatility     98.83 %
  d) Share purchase warrants

 

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 September 30, 2025, 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       0.33  
February 28, 2027     20,689       460.80       1.32  
December 6, 2027     13,781       20.00       2.07  
December 9, 2027     9,876       17.60       2.07  
January 18, 2028     25,906       124.80       2.33  
February 2, 2028     10,938       14.40       2.33  
October 17, 2028     543,468       3.68       2.83  
October 17, 2028     24,457       4.05       2.83  
December 24, 2029     1,077,586       4.00       3.92  
      1,733,741       18.71       3.46  

 

(1) Unit A warrant balance is 7,030 as of September 30, 2025.