11. CAPITAL STOCK

Authorized:

Unlimited Class A non-cumulative, preferred shares without par value, of which 5,000,000 are designated Class A, convertible, voting, preferred shares. No preferred shares have been issued.

Unlimited common shares without par value.

(a) Common shares:

During the year ended December 31, 2024, the Company issued 716,664 common shares valued at $152,020. These shares were issued pursuant to RSU agreements.

During the year ended December 31, 2023, the Company issued 123,336 common shares valued at $60,400. These shares were issued pursuant to RSU agreements.

There were no share issuances during the year ended December 31, 2022.

(b) Stock options:

The Company has a stock option plan (the "Plan") available to employees, directors, officers and consultants with grants under the Plan approved from time to time by the Board of Directors. Under the Plan, the Company is authorized to issue options to purchase an aggregate of up to 10% of the Company's issued and outstanding common shares. Each option can be exercised to acquire one common share of the Company. The exercise price for an option granted under the Plan may not be less than the market price at the date of grant less a specified discount dependent on the market price.

Options to purchase common shares have been granted to directors, employees and consultants as follows:

Exercise	Expiry	December 31,			Forfeited/		December 31,
Price	Date	2023	Granted	Exercised	Expired		2024
$0.78(USD)	August 19, 2024	700,000	-	-	(700,000	)	-
$0.82(USD)	November 8, 2024	10,000	-	-	(10,000	)	-
$0.76(USD)	February 11, 2025	200,000	-	-	-		200,000
$0.75(USD)	August 18, 2025	750,000	-	-	-		750,000
Total outstanding		1,660,000	-	-	(710,000	)	950,000
Total exercisable		1,660,000	-	-	(710,000	)	950,000

Exercise	Expiry	December 31,			Forfeited/		December 31,
Price	Date	2022	Granted	Exercised	Expired		2023
$0.57(USD)	April 17, 2023	200,000	-	-	(200,000	)	-
$0.50(USD)	August 20, 2023	700,000	-	-	(700,000	)	-
$1.45(USD)	May 17, 2024	10,000	-	-	(10,000	)	-
$0.78(USD)	August 19, 2024	700,000	-	-	-		700,000
$0.82(USD)	November 8, 2024	10,000	-	-	-		10,000
$0.76(USD)	February 11, 2025	200,000	-	-	-		200,000
$0.75(USD)	August 18, 2025	750,000	-	-	-		750,000
Total outstanding		2,570,000	-	-	(910,000	)	1,660,000
Total exercisable		2,570,000	-	-	(910,000	)	1,660,000

Subsequent to the year ended December 31, 2024, the 200,000 options exercisable at $0.76(USD) expired unexercised.

A summary of the Company's stock options as at December 31, 2024 and 2023, and changes for the years then ended are as follows:

				Weighted
				Average Exercise
	Number			Price
Outstanding, December 31, 2022	2,570,000		$	0.68
Expired	(910,000	)	$	0.53
Outstanding and exercisable, December 31, 2023	1,660,000		$	0.76
Expired	(710,000	)	$	0.78
Outstanding and exercisable, December 31, 2024	950,000		$	0.75

The weighted average contractual life for the remaining options at December 31, 2024 is 0.52 years (2023 - 1.15) years.

Share-based expense

Share-based expense of $Nil (2023 - $Nil; 2022 - $7,733) was recognized in the year ended December 31, 2024 for stock options.

Warrants outstanding as at December 31, 2024 and 2023 are summarized below:

	Share Purchase			Weighted average
	warrants			exercise price
Outstanding, December 31, 2022	3,500,005		$	0.96⁽¹	⁾
Expired	(3,500,005	)	$	0.96⁽¹	⁾
Outstanding, December 31, 2023 and 2024	-		$	-

⁽¹⁾ These warrants are denominated in CAD and have been re-translated based on the exchange rate in effect as at December 31, 2022 of $1.00 = $1.3544 CAD.

During the year ended December 31, 2023, all warrants expired unexercised.

(d) Restricted share units:

On April 28, 2021, the Company implemented a Restricted Share Unit Plan (the "RSU Plan"). Pursuant to the RSU Plan, the Company will grant RSUs to directors, officers, employees, and consultants for services as approved from time to time by the Board. The maximum number of common shares made available for issuance pursuant to the RSU Plan shall not exceed 5% of common shares issued and outstanding and shall not exceed 10% of the common shares issued and outstanding less any common shares reserved for issuance under all other share compensation arrangements. The vesting terms, settlement, and method of settlement of the RSUs granted under the RSU Plan will be determined by the Board of Directors.

A summary of the Company's RSUs as at December 31, 2024 and 2023, and changes for the periods then ended, are as follows:

Outstanding, December 31, 2022	645,000
Settled	(123,336	)
Repurchased	(130,850	)
Granted	525,000
Outstanding, December 31, 2023	915,814
Settled	(716,664	)
Repurchased	(251,667	)
Cancelled / forfeited	(155,826	)
Granted	750,000
Outstanding December 31, 2024	541,657

During the year ended December 31, 2024, the Company granted 750,000 (2023 - 525,000; 2022 - 410,000) Incentive RSUs with an estimated fair value of $92,837 (2023 - $61,574; 2022 - $123,000) based on the fair market value of one common share on the date of issuance. The fair value will be recognized as an expense using the graded vesting method over the vesting period. The RSUs granted in 2024 vest as follows: 66.66% immediately, 16.67% one year after grant, and 16.67% the second year after grant. The RSUs granted in 2023 and 2022 vest as follows: 33% one year after grant and 33% every year thereafter.

During the year ended December 31, 2024, the Company repurchased 251,667 (2023 - 130,850; 2022 - 117,500) equity-settled RSUs with a fair value of $38,655 (2023 - $66,073; 2022 - $81,075) through a cash payment of $32,625 (2023 - $25,288; 2022 - $35,269) based on an average share price of $0.13 (2023 - $0.19; 2022 - $0.30) on vesting date, and recorded a gain on repurchase of RSUs of $6,030 (2023 - $40,785; 2022 - $45,806).

For the year ended December 31, 2024, the RSU liability decreased to $18,729 to recognize the vested portion of previously granted and outstanding RSUs. This represents 541,657 (2023 - 915,814) RSUs valued at $0.13 (2023 - $0.15).

In connection with the RSUs awarded, the Company recognized share-based expense of $165,510 (2023 - $129,490; 2022 - $155,318) for the year ended December 31, 2024.

(e) Deferred share units:

On April 28, 2021, the Company implemented a Non-Employee Directors Deferred Share Unit Plan (the "DSU Plan"). Pursuant to the DSU Plan, non-employee directors may elect to receive deferred share units ("DSUs") in lieu of a cash payment of up to 50% of their annual base compensation determined by the Board. The maximum number of common shares made available for issuance pursuant to the DSU Plan shall not exceed 2% of the common shares issued and outstanding and shall not exceed 10% of the common shares issued and outstanding less any common shares reserved for issuance under all other share compensation agreements.

At December 31, 2024 and 2023, no DSUs have been granted to non-employee directors.