
Share-based compensation	December 31, 2022		December 31, 2021
Option Expense	$	6,101	$	6,093
DSU Expense	529		672
RSU Expense	2,778		2,904
Total share-based compensation	$	9,408	$	9,669

Upon acquisition of Ballard Motive Solutions in November 2021 (note 7), part of the total consideration of $39,917,000 included the issuance of 337,353 shares of the Corporation in three future tranches at a fair value of $18.30 per share discounted for the timing delay in receiving the shares using an Asian put option pricing model, or $4,851,000.

During the year ended December 31, 2022, the Corporation issued the first tranche of 112,451 common shares with a fair value of $1,782,000 as per the acquisition date, offset by miscellaneous deferred financing costs of $20,000.

On February 23, 2021, the Corporation completed a bought deal offering with a syndicate of financial institutions for 14,870,000 shares of the Corporation at $37.00 per share, resulting in gross offering proceeds of $550,190,000 and net offering proceeds of $527,291,000.


Shares Transacted	14,870,000
Average Share Price	$	37.00
Gross offering proceeds	$	550,190
Less: Underwriting expenses	(22,186)
Less: Other financing expenses	(713)
Net offering proceeds	$	527,291

During March 2021, the Corporation filed a short form base Shelf Prospectus, which provides the flexibility to make offerings of securities up to an aggregate initial offering price of $1,500,000,000 during the effective period of the Prospectus, until April 2023.

The Corporation has options outstanding under a consolidated share option plan. All directors, officers and employees of the Corporation, and its subsidiaries, are eligible to participate in the share option plans although as a matter of policy, options are currently not issued to directors. Option exercise prices are denominated in either Canadian or U.S. dollars, depending on the residency of the recipient. Canadian dollar denominated options have been converted to U.S. dollars using the year-end exchange rate for presentation purposes.

All options have a term of seven years from the date of grant unless otherwise determined by the board of directors. One-third of the options vest and may be exercised, at the beginning of each of the second, third, and fourth years after granting.


Balance	Options for common shares	Weighted average exercise price
At January 1, 2021	4,149,639	$	7.07
Options granted	540,116	21.12
Options exercised	(549,281)	4.33
Options forfeited	(98,907)	10.09
Options expired	—	—
At December 31, 2021	4,041,567	8.70
Options granted	1,263,685	8.97
Options exercised	(304,635)	2.87
Options forfeited	(184,496)	12.75
Options expired	(8,501)	2.20
At December 31, 2022	4,807,620	$	9.00

The following table summarizes information about the Corporation’s share options outstanding as at December 31, 2022:


	Options outstanding				Options exercisable
	Number	Weighted average remaining contractual life	Weighted average exercise		Number	Weighted average
Range of exercise price	outstanding	(years)	price		exercisable	exercise price
$1.33 - $3.06	1,174,815	2.6	$	2.69	1,174,815	$	2.69
$3.56 - $5.50	484,493	3.3	4.04		389,085	3.68
$6.92 - $10.64	2,226,069	5.2	9.87		721,156	10.51
$12.63 - $26.13	922,243	5.1	17.53		455,966	16.66
	4,807,620	4.3	$	9.00	2,741,022	$	7.21

During 2022, compensation expense of $6,101,000 (2021 – $6,093,000) was recorded in net loss based on the grant date fair value of the awards recognized over the vesting period.

During 2022, 304,635 options were exercised for an equal amount of common shares for proceeds of $916,000. During 2021, 549,281 options were exercised for an equal amount of common shares for proceeds of $2,415,000.

During 2022, options to purchase 1,263,685 common shares were granted with a weighted average fair value of $4.92 (2021 – 540,116 options and $10.76 fair value). The granted options vest annually over three years.

The fair values of the options granted were determined using the Black-Scholes valuation model under the following weighted average assumptions:


	2022		2021
Expected life	4 years		4 years
Expected dividends	Nil		Nil
Expected volatility	69	%	67	%
Risk-free interest rate	2	%	1	%

The Corporation has a consolidated share distribution plan that permits the issuance of common shares for no cash consideration to employees of the Corporation to recognize their past contribution and to encourage future contribution to the Corporation. At December 31, 2022, there were 18,844,127 (2021 – 19,540,514) shares available to be issued under this plan.

During 2021 and 2022, no shares were issued under this plan and therefore no compensation expense was recorded against profit or loss.

Deferred share units (“DSUs”) are granted to the board of directors and executives. Eligible directors must elect to receive at least half of their annual retainers and executives may elect to receive all or part of their annual bonuses in DSUs. Each DSU is redeemable for one common share in the capital of the Corporation after the director or executive ceases to provide services to the Corporation. Shares will be issued from the Corporation’s share distribution plan.


Balance			DSUs for common shares
At January 1, 2021			820,031
DSUs granted			35,953
DSUs exercised			(99,761)
At December 31, 2021			756,223
DSUs granted			80,319
DSUs exercised			(126,862)
At December 31, 2022			709,680

During 2022, compensation expense of $529,000 (2021 - $672,000) was recorded in net loss relating to 80,319 DSUs (2021 - 35,953) granted during the year.

During 2022, 126,862 DSUs (2021 – 99,761) were exercised, net of applicable taxes, which resulted in the issuance of 58,990 common shares (2021 – 46,388), resulting in an impact on equity of $753,000 (2021 - $1,290,000).

Restricted share units (“RSUs”) are granted to employees and executives. Each RSU is convertible into one common share. The RSUs vest after a specified number of years from the date of issuance, and under certain circumstances, are contingent on achieving specified performance criteria. A performance factor adjustment is made if there is an over-achievement (or under-achievement) of specified performance criteria, resulting in additional (or fewer) RSUs being converted.

The Corporation has two plans under which RSUs may be granted, the consolidated share distribution plan and the market purchase RSU plan. Awards under the consolidated share distribution plan are satisfied by the issuance of treasury shares on maturity.


Balance			RSUs for common shares
At January 1, 2021			1,129,946
RSUs granted			195,838
RSU performance factor adjustment			(12,128)
RSUs exercised			(325,863)
RSUs forfeited			(21,573)
At December 31, 2021			966,220
RSUs granted			567,693
RSU performance factor adjustment			(29,004)
RSUs exercised			(460,681)
RSUs forfeited			(42,148)
At December 31, 2022			1,002,080

During 2022, 567,693 RSUs were issued (2021 – 195,838). The fair value of RSU grants is measured based on the stock price of the shares underlying the RSU on the date of grant.

During 2022, 460,681 RSUs (2021 – 325,863) were exercised, net of applicable taxes, which resulted in the issuance of 217,832 common shares (2021 – 156,449), resulting in an impact on equity of $2,466,000 (2021 - $4,357,000).