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Share capital
9 Months Ended
Sep. 30, 2026
Stockholders' Equity Note [Abstract]  
Share capital [Text Block]

5. Share capital

Authorized

The Company has authorized an unlimited number of common shares participating, voting and without nominal or par value. Each holder of common shares is entitled to one vote for each share owned on all matters voted upon by shareholders.

Share Consolidation

At the Company's 2026 Annual General meeting and Special Meeting held on June 3, 2026, the Company's shareholders approved a proposal authorizing the Company's board of directors to effect a consolidation of the common shares at a ratio of up to 50-to-1. Subsequently, the Company's board of directors approved a share consolidation of the Company's common shares on a 50-to-1 basis, which became effective on October 12, 2026.

As a result of the share consolidation, every 50 pre-split common shares issued and outstanding were automatically combined into one new common share. No fractional common shares were issued in connection with the consolidation. Shareholders who otherwise were entitled to receive a fractional share because they held a number of shares not evenly divisible by the share consolidation ratio were rounded down to the next whole share with cash paid in lieu of such fractional shares.

Pursuant to the anti-dilution provisions of the Company's option and warrant agreements, the 50-to-1 share consolidation proportionally adjusted the terms of all outstanding options and warrants, so that 50 options or warrants are now required to purchase one common share. Accordingly, the number of options and warrants outstanding remain unchanged under the original agreements. However, the number of common shares that the options and warrants can be exercised for were adjusted to reflect the share consolidation.

All share, option, warrant and per share amounts in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect the share consolidation for all periods presented.

Regulation A Offering

On March 10, 2025, the Company closed a Tier II Regulation A offering for gross proceeds of $4,172,000. The Company issued 29,800 units at a price of $140 per unit. Each unit consisted of one common share of the Company and one warrant to purchase one common share of the Company (each a "Regulation A Warrant"). The Regulation A Warrants have an exercise price of $140 per share and will expire 5 years from the date of issuance on March 10, 2030. The Company incurred total issuance costs of $483,020, including legal fees and placement fees directly related to the issuance. The issuance costs incurred were recognized as a reduction in equity and allocated based on the relative fair values of the Regulation A Warrants and common shares on a standalone basis. The fair value of the common shares was based on the Company's share price on the day of issuance of $170 and the fair value of the Regulation A Warrants was $131.50 per warrant. The Regulation A Warrants were recognized in additional paid-in capital as they met the criteria for equity classification.

The Company's Regulation A Warrants are not actively traded and are therefore classified as Level 3 within the fair value hierarchy. The fair value of these warrants is estimated using a Black-Scholes option pricing model. The valuation incorporates significant unobservable inputs and management judgment.

As of September 30, 2026, 29,476 of the 29,800 Regulation A Warrants have been exercised for cash for proceeds to the Company of $4,126,639. No Regulation A Warrants were exercised during the nine months ended September 30, 2026.

The fair value of the Regulation A Warrants were estimated using the Black-Scholes model with the following assumptions:

   

Issue Date

March 10,

2025

 
Valuation date share price $ 170  
Exercise price $ 140  
Dividend yield   -  
Risk-free interest rate   3.98%  
Expected warrant life   5.00 years  
Expected volatility   97.81%  

 

Warrant activity as below:

    Number of
common share
warrants
outstanding
    Weighted
average exercise
price $
     
Weighted average
remaining life
(years)
 
Outstanding as at December 31, 2025   145,636     135     4.90  
Warrants granted   -     -     -  
Warrants exercised   -     -     -  
Total Warrants outstanding as at September 30, 2026   145,636     135     4.16  

The number of warrants outstanding as at the nine months ended September 30, 2026:

 

Warrants outstanding

 

Expiry date

Exercise price

Number outstanding

Number
exercisable

Warrants issued as part of the IPO

November 15, 2029

$ 232

19,712

19,712

Regulation A Warrants

March 10, 2030

$ 140

324

324

June 30, 2030 Warrants

June 2, 2030

$ 155

45,200

45,200

Series C and D Warrants

June 5, 2031

$ 100

80,400

80,400

Standby Equity Purchase Agreement and At the market program

On February 10, 2025, the Company also announced that it had entered into a standby equity purchase agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"). Pursuant to the SEPA and subject to the satisfaction of certain conditions, Yorkville was committed to purchase the Company's common shares in increments up to an aggregate gross sales price of $15,000,000 during the 36 months following the date of the SEPA (such shares, the "Shares"). The Shares were to be sold at the Company's option pursuant to the SEPA at 97% of the Market Price (as defined pursuant to the SEPA) and purchases were subject to certain limitations set forth in the SEPA. For the nine months ended September 30, 2026, the Company issued 106,735 common shares pursuant to the SEPA at market prices for gross proceeds of $4,229,823 and net proceeds of $4,102,740. During the nine months ended September 30, 2026, $3,223,980 of the gross proceeds received under the SEPA were held back to partially repay the Company's Yorkville debenture and related interest obligations. The Company and YA II PN, LTD mutually agreed to terminate the SEPA, effective September 11, 2026.

On December 29, 2025, the Company entered into an equity distribution agreement (the "ATM Agreement") with Maxim Group LLC and Yorkville Securities LLC ("Yorkville Securities" and together with Maxim Group LLC, the "Agents") to create an at-the-market equity program (the "ATM"). Under the ATM Agreement, the Company may offer and sell its common shares from time to time through the Agents. The Company agreed to pay the Agents a commission equal to 3% of the gross sales from the sales of the shares pursuant to the ATM Agreement. For the nine months ended September 30, 2026, the Company has issued 1,035,449 common shares as part of the program. The gross proceeds from the issuance were $17,770,248.