Stock-Based Compensation

9 Months Ended

Feb. 28, 2025

Stock-Based Compensation [Abstract]

Stock-based Compensation

NOTE 8. Stock-based Compensation

In August 2022, the Company established a Stock Option Plan, superseded by the 2023 Equity Incentive Plan (the “Incentive Plan”), under which the Company’s Board of Directors may, from time-to-time, in its discretion, grant stock options to directors, officers, consultants and employees of the Company.

Stock options outstanding vest in equal tranches over a period of three years. During the three and nine months ended February 28, 2025, the Company granted 1,340,000 and 1,520,000 stock options (February 29, 2024 – nil and nil), respectively. The Company estimated the fair value of the stock options on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

	October 4, 2024			February 3, 2025
Stock price	$USD	0.27		$USD	0.61
Number of Options issued		180,000			1,340,000
Risk-free interest rate		3.8	%		4.5	%
Term (years)		5			5
Volatility		76	%		76	%
Forfeiture rate		0	%		0	%
Dividend yield		0	%		0	%

A summary of stock option activity for the Company is as follows:

	Number of Shares		Weighted Average Exercise Price (USD)		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding stock options May 31, 2024		685,230	$	0.60		6.5	$	139
Exercised		-		-		-		-
Expired		-		-		-		-
Issued October 4, 2024		180,000	$	0.27		9.6	$	61
Issued February 3, 2025		1,340,000	$	0.61		9.9	$	-
Outstanding stock options February 28, 2025		2,205,230	$	0.58		8.8	$	68
Exercisable as of February 28, 2025		391,396	$	0.59		5.3	$	8

During the three and nine months ended February 28, 2025, the Company recorded stock-based compensation expenses of $71 and $189 (February 29, 2024 - $10 and $56), respectively, relating to stock options and shares issued for services of $74 in the quarter ended August 31, 2024.

On February 3, 2025, the Company issued 335,000 Performance Share Units (“PSU’s”) that vest upon achievement of 100% Total Shareholder Return. The Company has determined that this vesting condition is not yet probable and accordingly has not recognized any compensation cost related to these PSU’s.