v3.26.1
Warrants Liability
12 Months Ended
Dec. 31, 2025
Warrants Liability [Abstract]  
WARRANTS LIABILITY
12.WARRANTS LIABILITY

 

The following represents warrants denominated in Canadian dollars and classified as derivative financial liabilities:

 

  

Year ended

December 31, 2025

  

Year ended

December 31, 2024

 
   Number of warrants   $   Number of warrants   $ 
                 
Opening balance   2,250,000    3,163,115    1,836,150    1,638,808 
Subscription Warrants issued – March 2024 (b)           2,250,000    1,193,632 
Warrants exercised   (2,250,000)   (13,727,590)   (1,836,150)   (1,784,361)
Fair value revaluation of warrants liability (a) (b)       10,564,475        2,115,036 
Balance, end of period           2,250,000    3,163,115 
Current portion           (2,250,000)   (3,163,115)
Long-term portion                

 

(a)Subscription Warrants – October 2022 Offering

 

On October 25, 2022, the Company closed a Bought Deal Offering (the “October 2022 Offering”) of C$10,762,650 ($7,890,716), conducted by a syndicate of underwriters, and consisted of the sale of 4,783,400 Units at a price of C$2.25 per Unit.

 

Each Unit consisted of one common share of CML and one-half share purchase warrant of CML (each whole warrant, a “Subscription Warrant”). Each Subscription Warrant has an exercise price of C$3.25 with an expiry date on April 25, 2024.

The Warrants are classified as derivative financial liabilities as they are denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the Offering October 2022 are allocated between Common Shares and Subscription Warrants on the residual fair value method within the unit.

 

The issue date fair value of the Warrants was determined to be C$0.55 per warrant with the resulting allocation of the total proceeds for the Offering October 2022 being:

 

   C$   $ 
Warrants liability – Subscription Warrants   1,326,628    972,627 
Share capital – Subscription Shares   9,436,022    6,918,089 
Total gross proceeds   10,762,650    7,890,716 

 

For the year ended December 31, 2025, the Company recognized $nil (year ended December 31, 2024 – $145,555 (derivative loss)) in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

 

As at December 31, 2025, there were no outstanding Subscription Warrants – October 2022 Offering and the balance of the warrants was $nil. As at April 25, 2024, all 2,391,700 Subscription Warrants – October 2022 were exercised with total proceeds received of $5,702,773 (C$7,773,025) representing the exercise of all Subscription Warrants.

 

(b)Subscription Warrants – March 2024 Offering

 

On March 4, 2024, the Company closed a strategic investment by a single purchaser on a non-brokered private placement (the “March 2024 Offering”) of C$18,900,000 ($13,925,729). The March 2024 Offering consisted of the sale of 4,500,000 Units at a price of C$4.20 per Unit.

 

Each Unit was comprised of one common share in the capital of the Company (“Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share, subject to standard anti-dilution provisions, at a price of $5.01 until March 4, 2027, however the Company has the right to accelerate the expiry of the Subscription Warrants in the event that the Company’s closing price on the TSXV remains equal to or higher than $6.00 for 20 consecutive trading days following the date that is 24 months after the Closing Date, the Company may accelerate the Warrant Term to the date which is 30 trading days following the date a notice is provided to holders of Warrants and a press release is issued by the Company announcing the accelerated Warrant Term.

 

The Warrants were classified as derivative financial liabilities as they were denominated in Canadian dollars and the Company’s functional currency is the US dollar. Proceeds from the March 2024 Offering were allocated between Common Shares and Subscription Warrants based on the residual fair value method within the unit.

 

The issue date fair value of the Warrants was determined to be C$0.72 per warrant with the resulting allocation of the total proceeds for the March 2024 Offering being:

 

   C$   $ 
Warrants liability – Subscription Warrants   1,620,000    1,193,634 
Share capital – Subscription Shares   17,280,000    12,732,095 
Total gross proceeds   18,900,000    13,925,729 

 

For the year ended December 31, 2025, the Company recognized a derivative loss of $10,564,475 (year ended December 31, 2024 – $1,969,481 (derivative loss)), in the consolidated statement of operations and comprehensive loss for the revaluation of the Warrants.

Fair value for the Subscription Warrants was determined using the Binomial pricing model using the following weighted average assumptions as at March 20, 2025:

 

Weighted average share price  C$13.75 
Weighted average risk-free interest rate   2.75%
Weighted average dividend yield   Nil 
Weighted average stock price volatility   52.56%
Weighted average period to expiry (years)    

 

On March 20, 2025, all 2,250,000 Warrants – March 2024 Offering were exercised with total proceeds received of $7,857,044 (C$11,272,500).