Share Capital and Other Equity Instruments

12 Months Ended

Dec. 31, 2023

Share Capital and Other Equity Instruments [Abstract]

SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

NOTE 7 – SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

Authorized Capital

The holders of the Company’s common shares are entitled to one vote per share. Holders of common shares are entitled to ratably receive such dividends, if any, as may be declared by the board of directors, out of legally available funds. Upon the liquidation, dissolution, or winding down of the Company, holders of common shares are entitled to share ratably in all assets of the Company that are legally available for distribution. As of December 31, 2023 and 2022, an unlimited number of common shares were authorized for issuance.

Private Placements

On January 20, 2022, the Company closed a non-brokered private placement of 2,495,575 units at a price of CAD $1.60 per unit. The aggregate gross proceeds raised in the private placement amounted to CAD $3,992,920 (USD $3,134,417 as of December 31, 2022). Issuance costs, consisting principally of commissions and legal fees, were CAD $153,247 (USD $122,539 as of December 31, 2022). Each unit consisted of one common share plus one common share purchase warrant. Each warrant entitled the holder to purchase one common share at a price of CAD $2.50 per common share for a period of three years following the closing date of the private placement. A total of 2,495,575 common shares and warrants to purchase 2,495,575 common shares were issued to investors and warrants to purchase 98,985 common shares were issued to broker dealers in connection with the private placement.

On December 12, 2023, the Company closed a non-brokered private placement of 5,215,828 units at a price of CAD $1.39 per unit. The aggregate gross proceeds raised in the private placement amounted to CAD $7,250,000 (USD $5,324,989 as of December 31, 2023). Issuance costs, consisting principally of commissions and legal fees, were CAD $661,912 (USD $488,122 as of December 31, 2023). Each unit consisted of one common share plus one half of one warrant. Each warrant is exercisable into one share at a price of CAD $1.88 per common share for a period of four years following the closing date of the private placement. A total of 5,215,828 common shares and warrants to purchase 2,607,913 common shares were issued to investors in connection with the private placement.

Warrant Exercises

During the years ended December 31, 2023 and 2022, an aggregate of 1,165,450 and 2,020,351 warrants were exercised for total proceeds of $1,004,044 and $2,620,395, respectively.

Incentive Stock Option Plan

The Company maintains an Incentive Stock Option Plan (the “Plan”) that permits the granting of stock options as incentive compensation.

The purpose of the Plan is to attract, retain, and motivate directors, management, staff, and consultants by providing them with the opportunity, through stock options, to acquire a proprietary interest in the Company and benefit from its growth.

The Plan provides that the aggregate number of common shares for which stock options may be granted will not exceed 10% of the issued and outstanding common shares at the time stock options are granted. As of December 31, 2023, a total of 50,002,089 common shares were outstanding. As of December 31, 2023, the maximum number of stock options eligible to be issued under the Plan would be 5,000,208, and net of 4,917,666 options outstanding as of December 31, 2023, there remain 82,543 stock options available to be issued under the Plan.

Shareholder Rights Plan

On May 24, 2023, the Company adopted and on June 29, 2023, the shareholders approved a shareholder rights plan, which is designed to ensure the fair treatment of shareholders in connection with any take-over bid for the Company and to provide the Board of Directors and shareholders with sufficient time to fully consider any unsolicited takeover bid (the “Shareholder Rights Plan”). The Shareholder Rights Plan also provides the Board of Directors with time to pursue, if appropriate, other alternatives to maximize shareholder value in the event of a takeover bid.

Pursuant to the terms of the Shareholder Rights Plan subject to a triggering event as defined in the Shareholder Rights Plan and as determined by the Board of Directors, rights (the “Rights”) will be issued to holders of Common Shares at a rate of one Right for each Share outstanding.

Stock Options

On February 10, 2022, the Company granted options under the Plan for the purchase of an aggregate of 900,000 common shares to five individuals consisting of directors and officers of the Company. The options have a five year term, an exercise price of CAD $1.76 (US $1.39 as of December 31, 2023) and vest equally in thirds commencing initially on the date of grant and thereafter on April 1, 2022, and July 1, 2022.

On October 31, 2022, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,665,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a five year term, an exercise price of CAD $1.60 (US $1.17 as of December 31, 2023) and vest equally in two installments beginning on the date of grant and thereafter on April 30, 2023.

On December 20, 2023, the Board of Directors granted options under the Plan for the purchase of an aggregate of 1,525,000 common shares to individuals consisting of directors and officers of the Company. Each of these options have a term which ends five years from the vesting date, an exercise price of CAD $1.60 (US $1.20 as of December 31, 2023) and vest equally in thirds on January 31, 2024, July 31, 2024 and January 31, 2025.

During the year ended December 31, 2022, the Company issued 13,517 shares of common stock pursuant to the cashless exercise of an option to purchase 50,000 shares of common stock with an exercise price of CAD $1.00 (USD $0.74 as of December 31, 2022).

During the year ended December 31, 2023, the Company issued 18,246 shares of common stock pursuant to the cashless exercise of an option to purchase 50,000 shares of common stock with an exercise price of CAD $1.00 (USD $0.75 as of December 31, 2023).

The Company utilized the Black-Scholes option pricing model to determine the fair value of these stock options, using the assumptions as outlined below:

	For the years ended
	December 31, 2023			December 31, 2022
Stock Price		CAD $1.56			CAD $1.44 - $1.76
Exercise Price		CAD $1.60			CAD $1.60 - $1.76
Dividend Yield		0	%		0	%
Expected Volatility		90.9% - 96.1	%		103.3% - 108.4	%
Weighted Average Risk-Free Interest Rate		4.06	%		1.61% - 4.45	%
Expected life (in years)		2.62 – 3.62			2.6

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Intrinsic Value
Outstanding – January 1, 2023		4,306,334		$	1.24		3.35	$	60,965
Granted		1,525,000			1.20
Expired		(863,668	)		1.57
Exercised		(50,000	)		0.79
Outstanding – December 31, 2023		4,917,666		$	1.22		3.85	$	214,875
Exercisable – December 31, 2023		3,392,666		$	1.22		3.08	$	214,875

The weighted average grant date fair value per share was $0.72 for each of the years ended December 31, 2023 and 2022.

The Company’s stock-based compensation expense related to stock options for the year ended December 31, 2023 was $429,429, of which $78,874 and $350,555 was included in mining expenditures and general and administrative expenses, respectively, on the Company’s consolidated statements of operations and other comprehensive loss. The Company’s stock-based compensation expense related to stock options for the year ended December 31, 2022 was $1,566,520, which was included in general and administrative expenses on the Company’s consolidated statements of operations and other comprehensive loss. As of December 31, 2023 and 2022, the Company had $975,101 and $364,095 of unamortized stock option expense, respectively.

Warrants

	Number of Shares			Weighted Average Exercise Price		Weighted Average Contractual Life (Years)		Intrinsic Value
Outstanding – January 1, 2023		9,362,076		$	1.19		1.43	$	27,227
Issued		2,607,913			1.42
Exercised		(1,165,450	)		0.88
Expired/Forfeited		-			-
Outstanding – December 31, 2023		10,804,539		$	1.30		1.31	$	1,576,511
Exercisable – December 31, 2023		10,804,539		$	1.30		1.31	$	1,576,511