Note 12 - Capital and Other Components of Equity

12 Months Ended

Mar. 31, 2022

Notes To Financial Statements [Abstract]

Stockholders' Equity Note Disclosure

12. Capital and other components of equity

a. Common Shares

Authorized capital stock

Unlimited number of shares

➣Class A shares (Common Shares), voting (one vote per share), participating and without par value.

➣Class B shares, voting (ten votes per share), non-participating, without par value and maximum annual non-cumulative dividend of 5% on the amount paid per share. Class B shares are convertible, at the holder’s discretion, into Class A shares (Common Shares), on a one-for-one basis, and Class B shares are redeemable at the holder’s discretion for CAD $0.80 per share, subject to certain conditions. There are none issued and outstanding.

➣Class C shares, non-voting, non-participating, without par value and maximum annual non-cumulative dividend of 5% on the amount paid per share. Class C shares are convertible, at the holder’s discretion, into Class A shares (Common Shares), on a one-for-one basis, and Class C shares are redeemable at the holder’s discretion for CAD $0.20 per share, subject to certain conditions. There are none issued and outstanding.

➣Class D and E shares, they are non-voting, non-participating, without par value and maximum monthly non-cumulative dividend between 0.5% and 2% on the amount paid per share. Class D and E shares are convertible, at the holder’s discretion, into Class A shares (Common Shares), on a one-for-one basis, and Class D and E shares are redeemable at the holder’s discretion, subject to certain conditions. There are none issued and outstanding.

“At-the-market” sales agreement

On February 14, 2019, the Corporation entered into an “at-the-market” (ATM) sales agreement with B. Riley FBR, Inc. (“B. Riley”) pursuant to which the Common Shares may be sold from time to time for aggregate gross proceeds of up to $30 million, with sales only being made on the NASDAQ Stock Market. The Common Shares would be issued at market prices prevailing at the time of the sale and, as a result, prices may vary between purchasers and during the period of distribution. The ATM has a 3-year term and requires the Corporation to pay between 3% and 4% commission to B. Riley based on volume of sales made.

On June 29, 2020, the Corporation entered into an amended and restated sales agreement (the Sales Agreement) with B. Riley, Oppenheimer& Co. Inc. and H.C. Wainwright & Co., LLC (collectively, the “Agents”) to amend the existing ATM program. Under the terms of the Sales Agreement, which has a three-year term, the Corporation may issue and sell from time to time its common shares (the Shares) having an aggregate offering price of up to US $75,000,000 through the Agents. Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the Shares from time to time, based upon the Corporation’s instructions. The Corporation has no obligation to sell any of the Shares and may at any time suspend sales under the Sales Agreement. The Corporation and the Agents may terminate the Sales Agreement in accordance with its terms. Under the terms of the Sales Agreement, the Corporation has provided the Agents with customary indemnification rights and the Agents will be entitled to compensation, at a commission rate equal to 3.0% of the gross proceeds from each sale of the Shares.

On November 10, 2021, the Corporation filed a prospectus supplement relating to its at-the-market program with B. Riley, Oppenheimer& Co. Inc. and H.C. Wainwright & Co., LLC acting as agents. Under the terms of the ATM Sales Agreement and the prospectus supplement, the Corporation may issue and sell from time-to-time common shares having an aggregate offering price of up to $75,000,000 through the agents. The common shares will be distributed at market prices prevailing at the time of the sale and, as a result, prices may vary between purchasers and during the period of distribution. The volume and timing of sales under the ATM program, if any, will be determined at the sole discretion of the Corporation’s board of directors and management. Costs incurred relating to prospectus supplement were $198 and are included

in General and administrative expenses. For the year ended March 31, 2022, no common shares were sold under the ATM program.

For the year ended March 31, 2021, $14.7 million common shares were sold for total net proceeds of approximately $59.3 million. Commission, legal and costs related to share sale amounted to $2.0 million. The shares were sold at the prevailing market prices, which resulted in an average price of approximately $4.16 per share. Accordingly, proportional costs of $18 related to the common shares sold, were reclassified from deferred financings costs to equity. Total costs incurred to register the Sales Agreements were initially recorded as deferred financing costs in the Consolidated Balance Sheet. As at March 31, 2021, the remaining balance of the costs incurred of $264 were written off to financing expenses.

b. Warrants

The warrants of the Corporation are composed of the following:

	March 31, 2022				March 31, 2021
	Number outstanding		Amount		Number outstanding		Amount
			$				$
Liability
May 2018 public offering warrants 2018 (i)		824,218		10		824,218		2,597
Series December 2017 U.S. public offering warrants 2017 (ii)		884,120		—		884,120		2,622
		1,708,338		10		1,708,338		5,219
Equity
Public offering warrants
Public offering U.S. broker warrants December 2017 (iii)		32,390		161		32,390		161
Public offering warrants February 2017 (iv)		—		—		215,491		631
		32,390		161		247,881		792

(i) Warrants to acquire one common share at an exercise price of CAD $10.48, expiring on May 9, 2023.

(ii) Warrants to acquire one common share at an exercise price of $10.08, expiring on December 27, 2022.

(iii) Warrants to acquire one common share at an exercise price of $10.10, expiring on December 19, 2022.

(iv) Warrants to acquire one common share at an exercise price of CAD $17.20, expired on February 21, 2022.

During the year ended March 31, 2022, no warrants were exercised. During the year ending March 31, 2021, 222,975 broker warrants offered as part of the May 2018 public offering were exercised at a price of $0.83 per Common Share of the Company, resulting in $183 of cash proceeds.