17. Share-based compensation

The Company grants share purchase options (“Options”) for the purchase of common shares to its directors, officers, employees and consultants.

Options may be exercisable over periods of up to 10 years as determined by the Board of Directors of the Company. The Option price for shares that are the subject of any Option shall be fixed by the Board when such Option is granted but shall not be less than the market value of such shares at the time of grant.

The Omnibus Plan allows the Company to award restricted share units to directors, officers, employees and consultants of the Company and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee. The purchase price for common shares of the Company issuable under each RSU award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the board.

The maximum number of common shares available for issuance pursuant to the settlement of RSUs and Options shall be 20% of the issued and outstanding common shares as of January 1 each year, or 6.5 million common shares as of January 1, 2025. On January 1, 2026, the amount was 19.6 million, being 20% of the outstanding common shares on January 1, 2026.

(a) Options

The following is a summary of Options outstanding as of December 31, 2025 and 2024, and changes during the years then ended, by Option exercise currency:

Schedule of option outstanding 

See Note 4 for a summary of the significant valuation inputs used to value Options issued in relation to the acquisition of FaZe. 

The fair value of option award granted was estimated on the date of grant using the Black-Scholes option pricing model using the following significant assumptions:

 Schedule of fair value of each option award was estimated significant assumptions

Volatility was estimated by using the average historical volatility of the Company. The expected life in years represents the period of time that options issued are expected to be outstanding. The risk-free rate is based on government treasury bond rates issued with a remaining term approximately equal to the expected life of the options.

Share-based compensation expense related to the vesting of options was $4 thousand and $0.8 million for the years ended December 31, 2025 and 2024, respectively, and is included in general and administrative expense on the consolidated statements of operations and comprehensive loss.

(b) RSUs

The following is a summary of RSUs outstanding on December 31, 2025, and December 31, 2024, and changes during the periods then ended:

 Schedule of RSUs outstanding

The grant-date fair values of the RSUs are based on the Company’s stock price as of the grant dates.

Share-based compensation expense related to the vesting of RSUs was $2.5 million and $1.3 million for the years ended December 31, 2025 and 2024, respectively, and is included in general and administrative expense on the consolidated statements of operations and comprehensive loss.