CAPITAL STOCK

12 Months Ended

Jul. 31, 2014

CAPITAL STOCK [Text Block]

NOTE 10: CAPITAL STOCK

Capital Stock

At July 31, 2014, the Company’s capital stock was 750,000,000 authorized common shares with a par value of $0.001 per share.

Equity Financing

On October 23, 2013, the Company completed a public offering of 3,380,954 units at a price of $2.10 per unit for gross proceeds of $7,100,003 pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 previously filed with the SEC (the “2011 Shelf” as described below). Each unit was comprised of one share of common stock of the Company and 0.55 of one share purchase warrant, each whole warrant exercisable at a price of $2.60 for a three year period to purchase one share of common stock of the Company.

The shares were valued at the Company’s closing price of $1.89 at October 23, 2013. The share purchase warrants were valued using the Black-Scholes option pricing model with the following assumptions:

Expected Risk Free Interest Rate	0.60%
Expected Annual Volatility	66.34%
Expected Contractual Life in Years	3.00
Expected Annual Dividend Yield	0%

The net proceeds from the equity financing were allocated to the fair values of the shares and share purchase warrants. The relative fair values of the shares and share purchase warrants calculated from the allocation is presented below:

Fair Value of Shares	$	6,390,003
Fair Value of Share Purchase Warrants		627,775
Total Fair Value Before Allocation to Net Proceeds		7,017,778
Gross Proceeds		7,100,003
Share Issuance Costs		(567,880	)
Net Proceeds Received		6,532,123
Relative Fair Value Allocation to:
Shares		5,947,792
Share Purchase Warrants		584,331
	$	6,532,123

The Company previously filed a Form S-3 “Shelf” Registration Statement effective September 2, 2011 (the “2011 Shelf”) providing for the public offer and sale of certain securities of the Company from time to time, at its discretion, up to an aggregate amount of $50 million. A total of $34.4 million of the 2011 Shelf was utilized through public offers and sales of shares and units ($22.5 million in gross proceeds through an offering of the Company’s shares on April 10, 2012, $7.1 million in gross proceeds through an offering of units consisting of the Company’s shares and share purchase warrants on October 23, 2013, and $4.8 million representing the aggregate exercise price of those share purchase warrants should they be exercised in full). The Company filed a further registration statement effective December 31, 2013 providing for the public offer and sale of certain securities of the Company representing an additional 20%, or $3.1 million, of the then remaining $15.6 million available under the 2011 Shelf, which increased the remaining amount available under the 2011 Shelf to $18.7 million.

On December 31, 2013, the Company filed a prospectus supplement to the 2011 Shelf, providing for the public offer and sale of the Company’s shares having an aggregate offering price of up to $18.7 million through one or more “at-the-market” offerings (the “ATM Offering”) pursuant to a Controlled Equity Offering^SM Sales Agreement effective December 31, 2013 between Cantor Fitzgerald & Co., as sales agent, and the Company. At July 31, 2014, no public offer and sale of the Company's shares was completed under the ATM Offering and transaction costs totaling $291,697 were recorded and included in the prepaid expenses and deposits on the Company’s consolidated balance sheets. Subsequent to July 31, 2014, a public offer and sale of 280,045 shares of the Company at a price of $1.70 per share for gross proceeds of $474,788 was completed under the ATM Offering.

The 2011 Shelf expired on September 2, 2014. As a result, no further public offer and sale of the Company’s shares may be completed through the ATM Offering under the 2011 Shelf.

During Fiscal 2014, the Company filed a second Form S-3 “Shelf” Registration Statement effective January 10, 2014 providing for the public offer and sale of certain securities of the Company from time to time, at its discretion, up to an aggregate offering of $100 million.

On April 10, 2012, the Company completed a public offering of its common stock for net proceeds of $20,968,743 through the sale of 6,246,078 shares of the Company at a price of $3.60 per share pursuant to a prospectus supplement to the 2011 Shelf. The Company issued an additional 38,692 shares under this financing as share issuance costs.

Share Transactions

	Common		Value per Share
Period / Description	Shares Issued		Low		High		Issuance Value
Balance, July 31, 2011	73,487,337
Equity Financing	6,284,770	$	3.60	$	3.60	$	20,968,743
Mineral Property Acquisition	4,520,669		2.29		3.90		15,957,832
Options Exercised (1)	191,872		0.33		3.72		198,728
Database Acquisition	159,236		3.21		3.21		511,148
Settlement of Convertible Debentures	128,508		3.18		3.96		699,340
Warrants Exercised	112,451		3.10		4.25		355,392
Service Agreements	50,000		2.95		4.02		167,374
Settlement of Accounts Payable	40,312		3.93		3.93		158,426
Balance, July 31, 2012	84,975,155
Debt Financing	407,239		2.35		2.35		1,065,400
Options Exercised (2)	459,891		0.33		0.45		46,464
Service Agreements	60,000		2.00		2.00		120,000
Everest Settlement Agreement	55,000		3.54		3.54		194,700
Yuty Settlement Agreement	75,000		2.54		2.54		190,500
Balance, July 31, 2013	86,032,285
Equity Financing	3,380,954		1.76		1.76		5,947,792
Extension Fees for Debt Amendment	100,000		1.74		1.74		174,347
Annual Fee Shares for Debt Facility	99,755		1.71		1.71		170,581
Bonus Adjustment Shares for Debt Facility	187,079		1.77		1.77		331,130
Service Agreements	635,303		1.06		2.41		1,101,932
Options Exercised (3)	470,492		0.33		0.45		27,401
Share Bonuses	30,386		1.81		1.81		55,000
Advance Royalty for Workman Creek	30,304		1.15		1.15		34,850
Balance, July 31, 2014	90,966,558

(1)	115,000 options were exercised on a cashless basis resulting in 34,247 net shares issued.
(2)	406,615 options were exercised on a cashless basis resulting in 346,598 net shares issued.
(3)	631,250 options were exercised on a cashless basis resulting in 387,842 net shares issued.

Share Purchase Warrants

A continuity schedule of exercisable and outstanding share purchase warrants for the underlying common shares at July 31, 2014, and the changes during the year, is presented below:

					Weighted Average
	Number of			Weighted Average	Remaining Contractual
	Warrants			Exercise Price	Term (Years)
Balance, July 31, 2011	4,348,983		$	3.57	0.79
Issued	1,276,280			9.36	0.75
Exercised	(112,451	)		3.16	1.32
Expired	(3,954,000	)		4.90	-
Balance, July 31, 2012	1,558,812			4.95	1.45
Issued	2,600,000			2.50	5.00
Expired	(1,008,812	)		7.06	-
Balance, July 31, 2013	3,150,000			2.25	4.55
Issued	1,859,524			2.60	3.00
Balance, July 31, 2014	5,009,524		$	2.38	3.08

On March 13, 2014, as part of the terms of the Amended Credit Facility, the expiry date of the bonus warrants originally issued under the Credit Facility was extended by two years. These bonus warrants are comprised of 2,600,000 share purchase warrants, each warrant exercisable for one share of common stock of the Company at a price of $2.50 per share until expiry originally on July 30, 2016, extended to July 30, 2018. Refer to Note 8: Long-Term Debt

Stock Options

At July 31, 2014, the Company had one stock option plan, the 2014 Stock Incentive Plan (the “2014 Plan”). The 2014 Plan provides for 7,500,000 shares of the Company that may be issued pursuant to awards that may be granted and an additional 7,958,941 shares of the Company that may be issued pursuant to stock options previously granted under the Company’s prior 2013 Stock Incentive Plan. The 2014 Plan supersedes and replaces the Company’s prior 2013 Stock Incentive Plan, which superseded and replaced the Company’s prior 2009 and 2006 Stock Option Plans, such that no further shares are issuable under these prior plans.

During Fiscal 2014, the Company did not grant any stock options under the 2014 Plan.

Subsequent to July 31, 2014, stock options were granted under the 2014 Plan to the Company’s directors, officers, employees and consultants to purchase a total of 7,540,000 shares of the Company exercisable at a price of $1.32 per share over a five-year term with vesting provisions over an 18 -month period.

A continuity schedule of outstanding stock options for the underlying common shares at July 31, 2014, and the changes during the period, is presented below:

					Weighted Average
	Number of Stock			Weighted Average	Remaining Contractual
	Options			Exercise Price	Term (Years)
Balance, July 31, 2011	8,579,750		$	1.79	7.40
Issued	1,372,521			3.00	9.29
Exercised	(272,625	)		1.93	6.21
Forfeited	(120,375	)		3.18	9.08
Balance, July 31, 2012	9,559,271			1.95	6.52
Issued	155,000			2.27	9.51
Exercised	(519,909	)		0.37	3.53
Expired	(42,673	)		5.37	-
Forfeited	(185,500	)		2.79	7.22
Balance, July 31, 2013	8,966,189			2.02	5.72
Exercised	(713,900	)		0.41	2.75
Expired	(41,575	)		4.85	-
Forfeited	(223,500	)		3.46	5.48
Balance, July 31, 2014	7,987,214		$	2.10	4.97

In Fiscal 2012, as a result of the acquisition of Cue effective March 30, 2012 and in exchange for Cue stock options and broker options, the Company issued the following stock options which were not issued pursuant to, and are not subject to the terms and conditions of, any of the Company’s stock option plans:

• Stock options to purchase 48,748 shares of the Company exercisable at prices ranging from $5.13 to $23.08 per share until expiry ranging from July 15, 2013 to August 3, 2016, of which stock options to purchase 28,273 shares of the Company remained outstanding at July 31, 2014 and are included in the above continuity schedule, while the remainder expired unexercised; and
• Broker options to purchase 38,773 shares of the Company exercisable at a price of $3.59 per share which expired on November 10, 2012.

The aggregate intrinsic value under the provisions of ASC 718 of all outstanding options at July 31, 2014 was estimated at $2,795,225 (vested: $2,795,225 and unvested: $Nil).

As at July 31, 2014, unrecognized compensation cost related to non-vested stock options granted under the Company’s Stock Option Plans was $21,906, which is expected to be recognized over 1.36 years.

A summary of options outstanding and exercisable at July 31, 2014 is presented below:

	Options Outstanding			Options Exercisable
Range of Exercise Prices	Outstanding at		Weighted Average	Exercisable at		Weighted Average
	July 31, 2014		Exercise Price	July 31, 2014		Exercise Price
$0.33 to $0.70	2,001,191	$	0.41	2,001,191	$	0.41
$0.71 to $2.45	3,790,250		2.37	3,770,250		2.37
$2.46 to $5.90 (1)	2,195,773		3.19	2,192,440		3.19
	7,987,214	$	2.10	7,963,881	$	2.10

(1) Options include 28,273 options issued in connection with the acquisition of Cue, which were not issued pursuant to, and are not subject to the terms and conditions of, any of the Company’s stock option plans

Stock-Based Compensation

A summary of stock-based compensation expense for Fiscal 2014, 2013 and 2012 is presented below:

		Year Ended July 31,
		2014			2013			2012
Stock-Based Consulting Fees
Common stock issued for consulting services	$	1,101,932		$	120,000		$	167,374
Common stock issued for Yuty Settlement Agreement		-			190,500			-
Options issued to consultants		74,992			297,400			763,848
		1,176,924			607,900			931,222
Stock-Based Management Fees
Common stock issued for bonuses		55,000			-			-
Options issued to management		-			-			834,219
		55,000			-			834,219
Stock-Based Wages and Benefits
Options issued to employees		82,321			407,887			1,144,062
		82,321			407,887			1,144,062
Stock-based compensation charged to inventory		(4,795	)		(53,872	)		(166,813	)
	$	1,309,450		$	961,915		$	2,742,690