Note 7 - Omnibus Equity Incentive Compensation Plan

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

7. OMNIBUS EQUITY INCENTIVE COMPENATION PLAN  

As of December 31, 2024, the the Company’s Omnibus Equity Incentive Plan approved by the Board on August 9, 2024 (the “Omnibus Plan”), which was most recently approved by Stockholders at the Company’s annual stockholder meeting held on September 30, 2024.

Under the Omnibus Plan, the maximum number of Shares issuable at any time pursuant to outstanding awards will be equal to: (a) 10% of the outstanding common shares issued pursuant to options; and (b) 9,142,257 issued pursuant to share units (which represents 10% of the outstanding common shares as of the date the plan was approved by the Board), or such other number as may be approved by the Exchange and the shareholders of the Company from time to time. For so long as the Company is listed on the Exchange or on another exchange that requires the Company to fix the number of Common Shares to be issued pursuant to Share Units, the maximum number of Common Shares available for issuance pursuant to the settlement of RSUs, DSUs and PSUs together will be an aggregate of 9,142,257 Common Shares. 

The maximum number of common shares for which awards may be issued to any one participant in any 12-month period shall not exceed 5% of the outstanding common shares, unless the Company obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of common shares for which awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the Exchange) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.

Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding common shares; and (ii) the aggregate number of awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an award is granted to any insider.

During the year ended December 31, 2024, the Company did not grant any stock options and recorded $5,969 (2023 - $84,034) of share-based compensation for vested portion of options that were previously granted.

The changes in options are as follows:

	Number of options			Weighted average exercise price (CAD)		Aggregate Intrinsic Value
Options outstanding, December 31, 2022		5,415,000		$	0.50	$	3,910,950
Granted		(3,850,000	)		0.36		-
Options outstanding, December 31, 2023		1,565,000			0.85		-
Expired		(1,465,000	)		0.86		-
Options outstanding, December 31, 2024		100,000		$	0.80	$	-

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options that were in-the-money at December 31, 2024.

Details of options outstanding as at December 31, 2024 are as follows: 

Exercise price (CAD)		Number of options outstanding		Expiry date	Number of options exercisable		Remaining contractual life (years)
$	0.800		100,000	January 31, 2025*		100,000		0.09
			100,000			100,000

* expired subsequent to December 31, 2024