v3.26.1
Common Shares
12 Months Ended
Jan. 31, 2026
Common Shares  
Common Shares

8. Common Shares

 

Authorized: Unlimited number of common shares without par value

 

During the year ended January 31, 2026:

 

(a) The Company issued units pursuant to conversion of convertible debentures at conversion price of $0.10 as follows (Notes 5(a), 5(c) and 5(d)):

 

 

 

Allocated To

 

 

Number of

 

Issuance Date of

Convertible Debentures

 

Common Shares

$

 

 

Warrants

$

 

 

Common Shares

Issued

 

 

Warrants

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

844

 

 

 

149

 

 

 

9,932

 

 

 

9,932

 

March 28, 2024

 

 

259,984

 

 

 

68,477

 

 

 

2,973,151

 

 

 

2,973,151

 

April 2, 2024

 

 

358,863

 

 

 

97,935

 

 

 

4,090,904

 

 

 

4,090,904

 

 

 

 

619,691

 

 

 

166,561

 

 

 

7,073,987

 

 

 

7,073,987

 

 

(b) The Company issued 250,000 common shares pursuant to the exercise of 250,000 share purchase warrants for proceeds of $25,000. $2,348 previously recorded as fair value of share purchase warrants were reclassified to common shares during the year ended January 31, 2026.

 

(c) On April 30, 2025, the Company issued 14,999,303 common shares with a fair value of $1,349,937 pursuant to the settlement of accounts payable and amounts due to related parties totaling $1,499,930 (Note 14). A gain on settlement of debts of $149,993 was recorded within gains from extinguishment/forgiveness of debts on the consolidated statements of loss and comprehensive loss.

 

(d) The Company received $198,191 in subscription proceeds.

 

During the year ended January 31, 2025:

 

(e) On April 2, 2024, the Company issued 218,750 common shares with a fair value of $19,688 to a third party for settlement of accounts payable.

 

(f) The Company issued units pursuant to conversion of convertible debentures at conversion price of $0.10 as follows (Notes 5(b), 5(c), 5(d), 5(f) and 13):

 

 

 

Allocated To

 

 

Number of

 

Issuance Dates of

Convertible Debentures

 

Common Shares

$

 

 

Warrants

$

 

 

Common Shares

Issued

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

323,883

 

 

 

 

 

 

3,035,342

 

 

 

3,035,342

 

February 29, 2024

 

 

36,394

 

 

 

 

 

 

350,000

 

 

 

350,000

 

March 28, 2024

 

 

310,296

 

 

 

 

 

 

2,983,699

 

 

 

2,983,699

 

April 30, 2024

 

 

31,607

 

 

 

 

 

 

300,000

 

 

 

300,000

 

 

 

 

702,180

 

 

 

 

 

 

6,669,041

 

 

 

6,669,041

 

 

(g) On June 14, 2024, the Company closed on a non-brokered private placement and issued 5,300,000 units at price of $0.10 per unit for gross proceeds of $530,000 (Note 14). Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on June 13, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)).

 

(h) On July 2, 2024, the Company closed on a non-brokered private placement and issued 1,750,000 units at price of $0.10 per unit for gross proceeds of $175,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.13 and expiring on July 1, 2026. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $nil allocated to the warrants (Note 9(c)).

 

(i) On October 4, 2024, 189,708 common shares were returned to the Company and cancelled.

 

(j) The Company received subscription proceeds totaling $43,100.

 

During the year ended January 31, 2024:

 

(k) On March 14, 2023, the Company closed on a brokered private placement and issued 15,000,000 units at price of $0.10 per unit for gross proceeds of $1,500,000 (Note 14). Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.15 and expiring on March 14, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $225,000 allocated to warrants (Note 9(c)).

 

Share issue costs totaling $228,972 consisted of the following: 840,000 brokers’ warrants with fair value of $39,972, brokers’ fee of $84,000 and other transaction costs of $105,000. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expiring on March 14, 2025. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants (Note 9(c)).

 

(l) On March 14, 2023, the Company closed on a non-brokered private placement and issued 3,571,429 units at price of US$0.07 per unit for gross proceeds of $357,143 (US$250,000). Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of US$0.11 and expiring on March 14, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $48,846 allocated to warrants (Note 9(a)).

 

(m) On July 10, 2023, the Company closed on a non-brokered private placement and issued 2,200,000 units at price of $0.10 per unit for gross proceeds of $220,000. Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.15 and expiring on July 9, 2028. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $44,000 allocated to warrants (Note 9(c)).

 

(n) On August 31, 2023, the Company closed on a non-brokered private placement and issued 2,950,000 units at price of $0.10 per unit for gross proceeds of $295,000 (Note 14). Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.10 and expiring on August 30, 2025. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $44,250 allocated to warrants (Note 9(c)).

 

Share issue costs totaling $12,999 consisted of the following: 114,000 brokers’ warrants with fair value of $5,399 and brokers’ fee of $7,600. Brokers’ warrants entitle the holder to purchase one common share at an exercise price of $0.10 and expiring on August 30, 2025. The fair values of the brokers’ warrants were determined using the fair values of the common shares issued as values of services provided could not be estimated reliably. The Company used the Black-Scholes option pricing model to value the brokers’ warrants (Note 9(c)).

 

(o) On December 15, 2023, the Company closed on a non-brokered private placement and issued 2,000,000 units at price of $0.10 per unit for gross proceeds of $200,000 (Note 14). Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase one common share at an exercise price of $0.10 and expiring on December 14, 2025. The residual method was used to allocate the proceeds between the common shares and the warrants which resulted in a value of $80,000 allocated to warrants (Note 9(c)).