10. SHARE CAPITAL

The authorized capital of the Company comprises an unlimited number of Common Shares without par value and 20,000,000 Preferred Shares, issuable in series, of which 4,000,000 are authorized to be designated as Series 1 Convertible Preferred Shares.

There are currently 118,186 Series 1 Convertible Preferred Shares outstanding, without par value, which are convertible at a ratio of 9:1, to 13,131 Common Shares.

Three months ended March 31, 2025

On March 18, 2025, the Company closed the March 2025 Financing which included a non-brokered private placement and the conversion of its $20,882,353 three-year Term Loan with Cymbria (Note 8).

The non-brokered private placement (the “Private Placement”) consisted of issuing 153,333,334 units (each, a “Private Placement Unit”) of the Company at a price of $0.30 per unit for aggregate gross proceeds of $46,000,000. Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “Private Placement Warrant”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $0.55 per share until March 18, 2028.

In connection with the March 2025 Financing, the Company issued: (i) 4,000,000 Common Shares to TriView for its services as finder; (ii) 9,000,000 Common Shares to Fiore and 3,750,000 Common Shares to Bowering for certain advisory services; and (iii) 3,586,709 Common Shares to a financial advisor for financial advisory services. The fair value of these shares was determined to be $5,179,586. In addition to the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $2,371,203. Certain of these fees were allocated between the non-brokered private placement and Debt Conversion (Note 8) transactions based on the value of the units issued under each transaction. As of March 31, 2025, the Company has made cash payments relating to these fees of $397,250.

All securities issued under the Private Placement are subject to a hold period expiring July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 19, 2026.

The fair value of the Common Shares issued under the Private Placement was estimated at $39,048,922 and was determined by applying an implied discount for lack of marketability to the market observed price on the date of issuance. The fair value of the Private Placements Warrants was estimated at $6,951,078 using the Black-Scholes Option Pricing Model.

The fair value of the Private Placement Warrants was calculated using the following assumptions:

SCHEDULE OF FAIR VALUE OF WARRANTS

The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.

As at March 31, 2025, the Company had 428,986,474 Common Shares issued and outstanding (December 31, 2024 – 185,708,588).

Year ended December 31, 2024

During the year ended December 31, 2024, 126,259 Common Shares were issued for the net exercise of 278,100 options. In addition, 36,281,409 Common Shares were issued as a result of the following financing transactions:

On June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the “June 2024 Financing”), pursuant to which the Company issued an aggregate 19,234,614 units of the Company (the “June 2024 Units”) at a price of $0.78 per Unit for aggregate gross proceeds of $15,002,999. Each June 2024 Unit was comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “June 2024 Warrant”).

On June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional 16,021,795 June 2024 Units at $0.78 per Unit for gross proceeds of $12,497,000.

Each June 2024 Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the Expiry Date with 30 days’ notice to the June 2024 Warrant holders.

In connection with the June 2024 Financing, the Company issued 1,025,000 June 2024 Units (comprised of 1,025,000 Common Shares and 1,025,000 non-transferable June 2024 Warrants) to a financial advisor.

The fair value of the June 2024 Warrants, calculated using the Monte Carlo model, was estimated at $12,533,135. Gross proceeds raised of $27,499,999 and related issuance costs of $358,746 in cash, and the value of $1,087,755 for 1,025,000 June 2024 Units granted to the financial advisor were allocated to the Common Shares and the June 2024 Warrants based on relative fair values. The key inputs used in the Monte-Carlo model were as follows:

SCHEDULE OF FAIR VALUE OF WARRANTS

The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

The following summarizes Common Share purchase warrant activity:

SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY

At March 31, 2025, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:

 SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING

The Company has a stock option plan (the “Option Plan”) providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 27,100,000 Common Shares of the Company. Under the Option Plan, the exercise price of each option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of the Company. The options can be granted for a maximum term of ten years.

The following summarizes the option activity under the Option Plan:

SCHEDULE OF OPTION ACTIVITY

The total intrinsic value of options exercised for the year ended December 31, 2024, was $149,405.

During the three months ended March 31, 2025, the Company granted an aggregate of 5,750,000 stock options to employees, directors, officers and consultants with a term of five years. The options have an exercise price of $0.50 per Common Share and vest as to one-half on the date of grant and the balance on the first anniversary of the date of grant.

During the year ended December 31, 2024, the Company granted an aggregate of 3,410,000 stock options to employees, directors, officers and consultants with a term of five years. The options have a weighted average exercise price of $1.05 per Common Share, with 3,235,000 vesting annually in equal thirds beginning on the date of grant, and 175,000 vesting immediately on the date of grant.

For the three months ended March 31, 2025, a total of $879,513 (three months ended March 31, 2024 – $389,612) was recorded as share-based compensation expense and credited to additional paid-in capital related to the Option Plan.

The fair value of stock options granted was calculated using the Black-Scholes Option Pricing Model. The volatility is determined using the historical daily volatility over the expected life of the options. The expected life of the options considers the contractual term of the options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions:

SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED

Details of options outstanding as at March 31, 2025, are as follows:

SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING

The Company has a restricted share unit plan (the “RSU Plan”) that enables the Company to grant RSUs to eligible participants upon approval by the Board of Directors. The maximum number of Common Shares that are issuable under the RSU Plan is 5,000,000 Common Shares. Upon settlement, the holder is entitled to receive one Common Share. The Company may elect, in its sole discretion, to settle the value of the RSUs in cash.

The number and terms of RSUs awarded will be determined by the Board of Directors from time to time and be based on the volume weighted average price on the TSXV for the last five trading days immediately preceding the grant date. The RSU grants are fixed and are not subject to vesting conditions other than service. The Company uses the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs was determined based on the closing price of the Company’s Common Shares on the grant date.

During the three months ended March 31, 2025, the Company granted an aggregate of 3,175,000 RSUs to employees, directors, officers and consultants with each RSU vesting in full on the first anniversary of the date of grant.

During the year ended December 31, 2024, the Company granted an aggregate of 1,000,000 RSUs to employees, directors, officers and consultants with one-third of the RSU grant vesting on each of the first, second and third anniversaries of the date of grant.

The following is a continuity of the RSUs:

 SCHEDULE OF CONTINUITY OF RSU

For the three months ended March 31, 2025, a total of $148,068 (three months ended March 31, 2024 – $nil) was recorded as share-based compensation expense and credited to additional paid-in capital related to the RSU Plan.

The Company has a deferred share unit plan (the “DSU Plan”) that enables the Company to grant DSUs to eligible non-management directors upon approval by the Board of Directors. The DSUs credited to the account of a director may only be redeemed following the date upon which the holder ceases to be a director. Depending upon the country of residence of a director, the DSUs may be redeemed at any time prior to December 15^th in the calendar year following the year in which the holder ceases to be a director and may be redeemed in as many as four installments. Upon redemption, the holder is entitled to a cash payment equal to the number of units redeemed multiplied by the five-day volume weighted average price of the Common Shares on that date. The Company may elect, in its sole discretion, to settle the value of the DSUs redeemed in Common Shares on a one-for-one basis, provided shareholder approval has been obtained on or prior to the relevant redemption date.

The following is a continuity of the DSUs:

SCHEDULE OF DSU GRANTED

Note:

During the three months ended March 31, 2025, the Company did not grant DSUs, and recorded a fair value adjustment gain of $10,824 on the outstanding DSUs. During the three months ended March 31, 2024, the DSU compensation, net of fair value adjustments, was $54,647.

The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss. The fair value of the DSUs was determined based on the closing price of the Company’s Common Shares on the respective balance sheet date. As at March 31, 2025, the Company reassessed the fair value of the DSUs at $930,840 and recorded the amount as a DSU liability (December 31, 2024 - $941,664).