| Shareholders’ equity and reserves |
| 4. | Shareholders’ equity and reserves |
The authorized share capital of the
Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.
All issued shares are fully paid.
Transactions for the issuance of
share capital for the six months ended June 30, 2026:
| · | In March 2026, the Company issued 4,242,429 common
shares at a fair value of $2,310,000 (approximately $0.54 each) for the acquisition of Last Bounty Gold Corp., on the acquisition of the
Forester Gold project (Note 3). |
| | | |
| · | The Company issued 56,768 common shares for services
at a fair value of $27,000, comprising 10,101 common shares at a fair value of $6,000 (approximately $0.59 each) for exploration related
services on the Laird Lake project (Note 3), and 46,667 common shares at a fair value of $21,000 ($0.45 each) for consulting services. |
Transactions for the issuance of
share capital for the six months ended June 30, 2025:
| · | On April 25, 2025, the Company issued 175,478
common shares at a fair value of $86,862 as a finder’s fee. The shares were issued pursuant to the acquisition of Laird Lake and
Oneman Lake Projects from Libra Lithium Corp. |
| | | |
| · | On April 25, 2025, the Company completed a private
placement of 1,545,455 flow-through shares at a price of approximately $0.50 each for gross proceeds of $765,000. There was no flow-through
premium liability recognized on the private placement as the subscription price was equal to the trading price of the Company’s
common share as quoted on the CSE. |
| · | On April 25, 2025, in connection with the private
placement of flow-through shares, the Company issued 48,485 units at a fair value of $24,000 (approximately $0.50 each) for finder’s
fees. |
| | | |
| · | On June 30, 2025, the Company completed a non-brokered
private placement of 335,555 units at a price of approximately $0.50 each for gross proceeds of $166,100. Each warrant is exercisable
into one common share at a price of $1.19 until June 30, 2028. The warrants are subject to an accelerated exercise provision. On initial
recognition, the warrants were measured at a fair value of $73,490 using the Black-Scholes option pricing model. |
Stock options
On June 3, 2026, the Board of Directors
of the Company adopted the 2026 Stock Option Plan (the “2026 Plan”) which will supersede and replace the 2020 Equity Incentive
Plan and all other previous stock option plans. Under the 2026 Plan, the aggregate number of common shares issuable pursuant to options
granted may not exceed 10% of the Company’s issued and outstanding common shares at the time of grant, on a rolling basis, as compared
to the fixed maximum of 1,010,101 shares reserved under the 2020 Equity Incentive Plan. All issued and outstanding stock options of the
Company previously granted under the Company’s 2020 Equity Incentive Plan shall be continued under and governed by the 2026 Stock
Option Plan.
Options granted under the 2026 Plan
have a maximum term of ten years from the date of grant, an exercise price not less than the greater of CAD (a) $0.05, and (b) the closing
market price of the Company’s common shares on the trading day immediately preceding the date of grant of the option, and (c) the
closing market price of the Company’s common shares on the date of grant of the Option, and vesting terms as determined by the Board.
As at June 30, 2026, the 2026 Plan had not yet been approved by shareholders and no options had been granted thereunder; the option activity
disclosed below relates entirely to the 2020 Equity Incentive Plan. Subsequent to period end, on July 24, 2026, the Company’s shareholders
approved the 2026 Plan at the Company’s annual general and special meeting of shareholders (Note 10).
A summary of the Company’s stock
options as at June 30, 2026 and December 31, 2025, and changes during the period/year then ended are as follows:
| |
|
Summary of stock option activity | |
|
| |
|
Period ended
June 30, 2026 | |
Year ended
December 31, 2025 |
| |
|
Options | |
Weighted
average
exercise price | |
Options | |
Weighted
average
exercise price |
| |
|
# | | |
| $ | | |
| # | | |
| | |
| Options outstanding, beginning of period/year |
|
806,061 | | |
| 0.70 | | |
| 528,283 | | |
| 0.69 | |
| Granted |
|
454,040 | | |
| 0.54 | | |
| 277,778 | | |
| 0.50 | |
| Expired |
|
(252,525 | ) | |
| 0.83 | | |
| – | | |
| – | |
| Options outstanding, end of period/year |
|
1,007,576 | | |
| 0.58 | | |
| 806,061 | | |
| 0.70 | |
In accordance with the Company’s
material accounting policy, upon the expiry of stock options the original fair value recognized on vesting of the stock options remains
within reserves and is not reclassified.
As at June 30, 2026, the Company has
stock options outstanding and exercisable as follows:
Total share-based payments expense for
the six months ended June 30, 2026, was $222,115 (2025 - $125,827) comprising the following grants:
| · | During the six months ended June 30, 2026, 204,040
options were granted to directors of the Company with a weighted average exercise price of $0.59 each expiring on March 19, 2036, which
vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options – ten
years, stock price volatility – 214%, no dividend yield, and a risk-free interest rate – 4%. Using the above assumptions,
the fair value of options granted was approximately $0.49 per option, for an aggregate total of $100,936. |
| | | |
| · | During the six months ended June 30, 2026, 250,000
options were granted to consultants and an officer of the Company with a weighted average exercise price of $0.49 each expiring on April
16, 2036, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options
– ten years, stock price volatility – 214%, no dividend yield, and a risk-free interest rate – 4%. Using the above assumptions,
the fair value of options granted was approximately $0.45 per option, for an aggregate total of $121,179. |
| | | |
| · | During the year ended December 31, 2025, 277,778
options were granted to directors and consultants of the Company with a weighted average exercise price of $0.50 each expiring on June
12, 2035, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options
– ten years, stock price volatility – 145%, no dividend yield, and a risk-free interest rate – 4%. The fair value is
particularly impacted by the Company’s stock price volatility, determined using stock price data from the previous ten years. Using
the above assumptions, the fair value of options granted was approximately $0.45 per option, for an aggregate total of $125,827. |
Warrants
As an incentive to complete private
placements, the Company may issue units which include common shares and common share purchase warrants.
Prior to January 1, 2026, share purchase
warrants that were not classified as share-based payments were classified as a derivative liability under the principles of IFRS 9, Financial
Instruments. As the exercise price of the share purchase warrants were fixed in CAD and the functional currency of the Company was
the USD, the share purchase warrants were considered a derivative liability in accordance with IAS 32, Financial Instruments: Presentation
as a variable amount of cash in the Company’s functional currency would be received upon exercise. Accordingly, the Company’s
warrant liability presented as at December 31, 2025 and January 1, 2025, was remeasured to fair value at each reporting date using the
Black-Scholes option pricing model.
A summary of the Company’s warrants
as at June 30, 2026 and December 31, 2025, and changes during the period/year then ended are as follows:
| Summary of changes in warrants | |
| |
| |
|
| | |
Period
ended
June 30, 2026 | |
Year ended
December 31,
2025 | |
|
| | |
| Warrants | | |
| Weighted
average
exercise price | | |
| Warrants | | |
| Weighted
average
exercise price | | |
| Warrant
liability | |
| | |
| # | | |
| $ | | |
| # | | |
| $ | | |
| $ | |
| Warrants outstanding, beginning of period/year | |
| 3,926,930 | | |
| 0.99 | | |
| 3,665,657 | | |
| 1.06 | | |
| 857,250 | |
| Issued - unit offerings | |
| – | | |
| – | | |
| 2,578,188 | | |
| 0.91 | | |
| 1,201,281 | |
| Issued - finders' warrants | |
| – | | |
| – | | |
| 284,095 | | |
| 0.94 | | |
| – | |
| Expired | |
| – | | |
| – | | |
| (2,601,010 | ) | |
| 1.01 | | |
| (310,494 | ) |
| Fair value adjustment
for warrants outstanding | |
| – | | |
| – | | |
| – | | |
| – | | |
| 84,154 | |
| Warrants
outstanding, end of period/year | |
| 3,926,930 | | |
| 0.99 | | |
| 3,926,930 | | |
| 0.99 | | |
| 1,832,191 | |
Warrants
As at June 30, 2026, the Company had
warrants outstanding and exercisable as follows:
| Summary of warrants outstanding and exercisable | |
| |
| |
|
| Warrants | |
Exercise | |
| |
Weighted average |
| outstanding | |
price | |
Expiry date | |
remaining life |
| # | |
$ | |
| |
(years) |
| 48,485 | |
| 1.19 | |
October 25, 2026 | |
| 0.32 | |
| 606,061 | |
| 1.19 | |
October 25, 2027 | |
| 1.32 | |
| 326,263 | |
| 1.19 | |
December 3, 2027 | |
| 1.43 | |
| 1,601,005 | |
| 0.89 | |
December 4, 2027 | |
| 1.43 | |
| 192,320 | |
| 0.89 | |
December 4, 2027 | |
| 1.43 | |
| 445,286 | |
| 0.89 | |
December 12, 2027 | |
| 1.45 | |
| 364,119 | |
| 0.89 | |
December 18, 2027 | |
| 1.47 | |
| 43,290 | |
| 0.89 | |
December 18, 2027 | |
| 1.47 | |
| 132,323 | |
| 1.19 | |
December 23, 2027 | |
| 1.48 | |
| 167,778 | |
| 1.19 | |
June 30, 2028 | |
| 2.00 | |
| 3,926,930 | |
| 0.99 | |
| |
| 1.43 | |
|