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STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The Company was formed with one class of common stock, $0.0001 par value, and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

 

Share-based compensation

 

During the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation as follows:

 

   2026   2025 
  

Three months ended

March 31,

 
   2026   2025 
Officer and directors  $128,117   $- 
Officer – former VP of Operations   -    116,667 
Consultants   77,778    116,667 
Total  $205,895   $233,334 

 

Officer – Former VP of Operations:

 

On February 24, 2023, the Company entered into a consulting agreement with the Company’s former Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vested rateably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at March 31, 2025, the Company had distributed all the shares under the VP Agreement, and no future compensation was recognized for this award.

 

Consultants:

 

On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of 2,000,000 shares of its common stock. All shares vested rateably over a three-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at March 31, 2026, the Company had distributed all the shares under the Consulting Agreement, and no future compensation will be recognized for this award.

 

Equity Incentive Plan:

 

On May 5, 2025, the Board of Directors approved the Company’s 2025 Equity Incentive Plan (the “Plan”), which was subsequently approved by stockholders on June 27, 2025, at the Company’s annual meeting of shareholders. The Plan provides for the issuance of up to 2,800,000 common shares, with an annual increase of up to 4% of the Company’s outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares.

 

On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to 1,800,000 common shares of the Company at an exercise price of $0.83 per share. 50% of the options vested immediately on the date of grant, and 50% vest one year thereafter, provided the grantees continue to provide service to the Company. The options expire on September 10, 2028. None of the 900,000 vested options were exercised nor forfeited during the three months ended March 31, 2026, and the year ended December 31, 2025.

 

 

The fair value of the stock options was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected life of three years, risk-free interest rate of 3.47%, expected dividend yield of $Nil, and expected share price volatility of 138%. The total grant-date fair value of the options amounted to $1,039,173, which will be recognized as stock-based compensation expense over the vesting period. For the three months ended March 31, 2026, the Company recognized $128,117 in stock-based compensation expense relating to these options, included in director and officer compensation on the Condensed Consolidated Statements of Operations (2025 - $Nil).

 

Unrecognized compensation cost related to non-vested stock options as of March 31, 2026, was approximately $232,035, and is expected to be recognized over the remaining weighted-average vesting period of five months. The intrinsic value of total outstanding and total vested shares is $Nil at March 31, 2026.

 

Warrants

 

The changes in the number of warrants outstanding for the three months ended March 31, 2026, and for the year ended December 31, 2025, are as follows:

 

  

Three months ended

March 31, 2026

  

Year ended

December 31, 2025

 
  

Number of

warrants

  

Weighted average

exercise
price

  

Number of

warrants

  

Weighted average

exercise
price

 
                 
Warrants outstanding, beginning   124,994   $1.20    11,894,537   $1.20 
Warrants expired   -    -    (11,769,543)   1.20 
Warrants outstanding, ending   124,994   $1.20    124,994   $1.20 

 

Details of warrants outstanding as at March 31, 2026, are as follows:

 

Number of warrants

exercisable

   Expiry date 

Exercise

price

 
  55,373   September 23, 2028  $1.20 
  69,621   November 3, 2028  1.20 
  124,994      $1.20 

 

At March 31, 2026, the weighted average life of the warrants was 2.55 years.