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SHARE CAPITAL AND SHARE-BASED PAYMENTS
12 Months Ended
Jan. 31, 2020
9. SHARE CAPITAL AND SHARE-BASED PAYMENTS

 

a)

Authorized

 

 

 

 

 

Unlimited common shares without par value. All shares outstanding are fully paid.

 

 

 

 

b)

Issued during 2020 and 2019

 

 

 

 

 

During the year ended January 31, 2020, the Company issued 840,000 common shares upon the exercise of stock options for gross proceeds of $205,425.

 

 

 

 

 

During the year ended January 31, 2019, the Company issued 205,000 common shares upon the exercise of stock options for gross proceeds of $50,350.

 

During the year ended January 31, 2019, the Company issued 3,469,500 common shares upon the exercise of warrants for gross proceeds of $520,524.

 

During the year ended January 31, 2018, the Company issued 510,000 common shares upon the exercise of stock option for gross proceeds of $150,600.

 

During the year ended January 31, 2018, the Company issued 3,965,000 common shares upon the exercise of warrants for gross proceeds of $404,750 

 

 

 

 

c)

Share repurchases and cancellations

 

 

 

 

 

Normal Course Issuer Bids (“NCIB”)

 

2019-2020 NCIB

 

On August 28, 2019, the Company announced that the TSX Venture Exchange (“TSX-V”) has accepted the Company’s notice for its third normal course issuer bid (the “Third NCIB”).

 

Pursuant to the Third NCIB, the Company may purchase up to 2,950,485 common shares up until August 28, 2020, which represents approximately 10% of the total current public float (being total issued shares, less shares held by insiders, and their associates and affiliates).

 

During the year ended January 31, 2020, the Company purchased and cancelled 2,536,500 common shares (year ended January 31, 2019 – 2,781,000) pursuant to this NCIB. As at January 31, 2020 and 2019, the Company held no treasury shares associated with this NCIB. 

 

 

 

 

 

2018-2019 NCIB

 

 

 

 

 

On July 30, 2018, the Company announced that the TSX Venture Exchange (“TSX-V”) had accepted the Company’s Notice for a NCIB.

 

Pursuant to the NCIB, the Company may purchase up to 3,938,462 common shares up until July 30, 2019, which represents approximately 10% of the total current public float (being total issued shares, less shares held by insiders, and their associates and affiliates).

 

During the year ended January 31, 2019, the Company purchased and cancelled 2,781,000 common shares (year ended January 31, 2018 - Nil) pursuant to this NCIB. As at January 31, 2019 and 2018, the Company held no treasury shares associated with this NCIB.

 

 

 

 

 

2017-2018 NCIB

 

 

 

 

 

On June 26, 2017, the Company announced that the TSX Venture Exchange (“TSX-V”) had accepted the Company’s Notice for a NCIB

 

Pursuant to the NCIB, the Company may purchase up to 3,844,000 common shares up until June 26, 2018, which represents approximately 10% of the total public float (being total issued shares, less shares held by insiders, and their associates and affiliates.

 

During the year ended January 31, 2019, the Company purchased 681,500 common shares (year ended January 31, 2018 – 1,344,000) and cancelled 1,114,000 common shares (year ended January 31, 2018 – 911,500) pursuant to this NCIB. As at January 31, 2019, this NCIB was completed and the Company held nil treasury shares (January 31, 2018 – 432,500 trasury shares) associated with this NCIB.

 

Cancellation of Shares – Sale of Robertson Property

 

During the year ended January 31, 2018, and pursuant to the closing of the transaction with Barrick (Note 5), 4,150,000 common shares of the Company were returned and cancelled.

 

 

 

 

d)

Share purchase warrants 

 

 

 

 

 

A summary of the share purchase warrants issued, exercised and expired is as follows: 

 

 

 

Number of Warrants

 

 

Weighted Average Exercise Price

 

Balance, January 31, 2018

 

 

3,484,500

 

 

$ 0.15

 

Exercised

 

 

(3,469,500 )

 

$ 0.15

 

Expired

 

 

(15,000 )

 

$ 0.15

 

Balance, January 31, 2019

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

Balance, January 31, 2020

 

 

-

 

 

 

-

 

 

 

e)

Stock options

 

 

 

 

 

The Company has a stock option plan to purchase the Company’s common shares, under which it may grant stock options of up to 10% of the Company’s total number of shares issued and outstanding on a non-diluted basis. The stock option plan provides for the granting of stock options to directors, officers, and employees, and to persons providing investor relations or consulting services, the limits being based on the Company’s total number of issued and outstanding shares per year. The stock options vest on the date of grant, except for those issued to persons providing investor relations services, which vest over a period of one year. The option price must be greater than or equal to the discounted market price on the grant date, and the option term cannot exceed ten years from the grant date.

 

 

 

 

 

Stock option activity is summarized as follows:

 

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

Stock options outstanding and exercisable, January 31, 2018

 

 

3,395,000

 

 

$ 0.29

 

Granted

 

 

1,545,000

 

 

$ 0.36

 

Exercised

 

 

(205,000 )

 

$ 0.30

 

Cancelled

 

 

(85,000 )

 

$ 0.29

 

Stock options outstanding and exercisable, January 31, 2019

 

 

4,650,000

 

 

$ 0.31

 

Granted

 

 

1,120,000

 

 

$ 0.41

 

Exercised

 

 

(840,000 )

 

$ 0.24

 

Cancelled

 

 

(275,000 )

 

$ 0.34

 

Expired

 

 

(60,000 )

 

$ 0.29

 

Stock options outstanding, January 31, 2020

 

 

4,595,000

 

 

$ 0.36

 

 

 

 

 

 

 

 

 

 

A summary of stock options outstanding as at January 31, 2020 is as follows:

 

 

 

 

 

Outstanding

 

 

Exercisable

 

        Expiry Date

 

Price

 

 

Options Outstanding

 

 

Weighted Average Remaining Contractual Life (Years)

 

 

Options

Outstanding

 

 

Weighted Average Remaining Contractual Life (Years)

 

October 6, 2020

 

$ 0.125

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.150

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.175

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.200

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

October 6, 2020

 

$ 0.225

 

 

 

100,000

 

 

 

0.68

 

 

 

100,000

 

 

 

0.68

 

July 5, 2022

 

$ 0.355

 

 

 

1,530,000

 

 

 

2.43

 

 

 

1,530,000

 

 

 

2.43

 

September 4, 2023

 

$ 0.380

 

 

 

1,245,000

 

 

 

3.59

 

 

 

1,245,000

 

 

 

3.59

 

January 25, 2024

 

$ 0.390

 

 

 

200,000

 

 

 

3.99

 

 

 

200,000

 

 

 

3.99

 

November 14, 2024

 

$ 0.410

 

 

 

1,120,000

 

 

 

4.79

 

 

 

280,000

 

 

 

4.79

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,595,000

 

 

 

3.20

 

 

 

3,755,000

 

 

 

2.84

 

 

 

 

 

 

 

Option pricing requires the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates. The fair value of the options re-valued and granted to officers, directors, consultants and employees was calculated using the Black-Scholes model with following weighted average assumptions:

 

 

 

2020

 

 

2019

 

 

2018

 

Weighted average assumptions:

 

 

 

 

 

 

 

 

 

Risk-free interest rate

 

 

2.13 %

 

 

2.12 %

 

 

1.42 %

Expected dividend yield

 

 

-

 

 

 

-

 

 

 

-

 

Expected option life (years)

 

 

5.00

 

 

 

5.00

 

 

 

4.96

 

Expected stock price volatility

 

 

89.70 %

 

 

112.34 %

 

 

129.96 %

Forfeiture rate

 

 

-

 

 

 

-

 

 

 

-

 

Weighted average fair value at grant date

 

$ 0.27

 

 

$ 0.31

 

 

$ 0.32