v3.26.1
Shareholders' Equity
3 Months Ended
Mar. 31, 2026
Shareholders' Equity  
Shareholders' Equity

6.Shareholders’ Equity

a.

Authorized

Unlimited number of common shares without par value.
Unlimited number of first preferred shares without par value.
Unlimited number of second preferred shares without par value.

b.

Share-based compensation

On March 8, 2021, the Corporation adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation. The Plan was approved by the Corporation’s shareholders on April 16, 2021. On May 16, 2024, the Corporation’s shareholders approved an amendment to the Plan to increase the aggregate number of common shares available for the grant of awards under the Plan.

The Plan allows for awards in the following forms: share purchase option, restricted share unit, performance share unit or deferred share unit. Under the terms of the Plan, as amended, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 8,280,530 shares. Shares delivered under the Plan can be: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase.

Pursuant to the terms of the Plan, unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met, termination by the Company without cause and upon death or disability. Certain executives of the Company are also party to employment agreements which provide for vesting of unvested units upon a termination of employment by the executive for good reason and upon the consummation of a change in control of the Company.

Share-based compensation was recognized in the unaudited condensed consolidated statements of operations as follows:

Three months ended March 31, 

In thousands of U.S. Dollars

  ​ ​ ​

2026

  ​ ​ ​

2025

Exploration and pre-development

$

749

$

543

General and administration

1,006

673

Total

$

1,755

$

1,216

Share purchase options

The following table summarizes activity for share purchase option activity awarded under the Omnibus Equity Incentive Plan (the “Plan”) that vest over the required service period of the participant:

Number of

Weighted Average

  ​ ​ ​

Options

  ​ ​ ​

 Exercise Price (C$)

Balance December 31, 2024

 

695,500

$

10.88

Options expired

 

(11,000)

 

6.20

Options exercised

 

(396,500)

 

11.22

Balance December 31, 2025

 

288,000

$

10.59

Options expired

 

(20,000)

 

11.80

Options exercised

(223,000)

10.78

Options cancelled or forfeited

(45,000)

9.13

Balance March 31, 2026

 

$

No options were granted during the three months ended March 31, 2026 and March 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company’s total share-based compensation from options was $nil.

Restricted Share Units

The following table summarizes activity for restricted share units (“RSUs”) awarded under the Plan that vest over the required service period of the participant:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted Average

Share

Grant Date

Units

 

Fair Value

Unvested, December 31, 2024

871,728

 

$

3.28

Granted

266,564

 

9.42

Distributed (vested)

(470,091)

 

3.58

Cancelled

(121,587)

 

4.68

Unvested, December 31, 2025

546,614

$

5.70

Granted

132,287

30.52

Distributed (vested)

(178,627)

4.10

Cancelled

(1,844)

9.78

Unvested, March 31, 2026

498,430

$

12.85

During the three months ended March 31, 2026, the Company awarded 132,287 RSUs (March 31, 2025: 248,777 RSUs) with a weighted average grant date fair value of $30.52 per RSU (March 31, 2025: $8.35) or approximately $4.0 million in total (March 31, 2025: $2.1 million).

During the three months ended March 31, 2026, the fair value of RSU awards distributed was approximately $5.5 million (March 31, 2025: $3.9 million).

During the three months ended March 31, 2026, the Company recognized $0.6 million (March 31, 2025: $0.4 million) in compensation expense related to RSUs and expects to record an additional $4.6 million in compensation expense over a weighted average remaining vesting period of 1.8 years.

Unvested units as of March 31, 2026 are expected to vest as follows:

Remainder of 2026

  ​ ​ ​

153,208

2027

195,185

2028

 

106,058

2029

43,979

Total

 

498,430

Performance Share Units

The following table summarizes activity for performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan that vest over the required service period of the participant:

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted Average

Share

Grant Date

Units

Fair Value

Unvested, December 31, 2024

 

1,057,443

 

$

5.61

Granted

193,481

13.56

Added by performance factor

246,318

6.99

Distributed

(687,081)

(6.40)

Cancelled

(177,269)

(6.97)

Unvested, December 31, 2025

 

632,892

 

$

7.34

Granted

123,852

50.70

Added by performance factor

130,788

5.98

Distributed

(424,034)

6.13

Cancelled

(769)

13.64

Unvested, March 31, 2026

462,729

$

19.66

During the three months ended March 31, 2026, the Company recognized $0.5 million (March 31, 2025: $0.6 million) in compensation expense related to PSUs and MPSUs and expects to record an additional $7.5 million in compensation expense over a weighted average remaining vesting period of 2.7 years.

During the three months ended March 31, 2026, the fair value of PSUs distributed was $12.8 million (March 31, 2025: $4.2 million).

The PSUs and MPSUs are expected to vest as follows:

Remainder of 2026

  ​ ​ ​

58,500

2027

 

152,761

2028

 

115,730

2029

135,738

Total

 

462,729

PSUs: The PSUs vest upon completion of the performance period and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives. The Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions. Upon the achievement of the conditions, any unvested PSUs become fully vested.

During the three months ended March 31, 2026 and March 31, 2025, the Company awarded no PSUs.

Market-based PSUs: During the three months ended March 31, 2026 and 2025, the Company granted MPSUs where vesting is based on the Company’s cumulative total shareholder return (“TSR”) as compared to the constituents that comprise the VanEck Junior Gold Miners ETF (“GDXJ Index”) a group of similar junior gold mining companies, over a three-year period (the “Performance Period”). The ultimate number of MPSUs that vest may range from 0% to 200% of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Performance Period. Because the number of MPSUs that are earned will be based on the Company’s TSR over the Performance Period, the MPSUs are

considered subject to a market condition. Compensation cost is recognized ratably over the Performance Period regardless as to whether the market condition is actually satisfied; however, the compensation cost will reverse if an employee terminates prior to satisfying the requisite service period.

During the three months ended March 31, 2026, the Company awarded 123,852 MPSUs (2025: 176,481 MPSUs) that had a weighted grant date fair value of $50.70 (2025: $12.53) per MPSU or approximately $6.3 million (2025: $2.2 million) in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables:

  ​ ​ ​

2026

  ​ ​ ​

2025

Grant date fair value

$

50.70

$

12.53

Risk-free interest rate

3.52

%  

4.15

%

Expected term (in years)

3.0

 

3.0

Expected share price volatility

58.55

%  

55.16

%

Expected dividend yield

Nil

 

Nil

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period.

Deferred Share Units

The following table summarizes activity for deferred share units (“DSUs”) awarded under the Plan that vest on the date of grant and settle upon the participant’s separation from service:

Weighted Average

Share

Grant Date

  ​ ​ ​

Units

  ​ ​ ​

Fair Value

Outstanding, December 31, 2024

341,681

$

3.79

Granted

36,360

11.24

Distributed

 

(30,783)

3.46

Outstanding, December 31, 2025

347,258

$

4.60

Granted

 

20,832

29.74

Distributed

 

 

Outstanding, March 31, 2026

 

368,090

$

6.02

Under the Plan, the Company may issue DSUs to non-employee directors. During the three months ended March 31, 2026, 20,832 (March 31, 2025: 27,573) share units with a grant date fair value of $0.6 million (March 31, 2025: $0.2 million) were granted to the non-employee directors and the related compensation expense was charged to general and administration in the consolidated statements of operations.