v3.26.1
Share capital
6 Months Ended
Jun. 30, 2026
Share Capital  
Share capital

 

14.Share capital:

 

(a)Issued:

 

   June 30, 2026   December 31, 2025 
   Number of   Number of 
Class A common shares  Shares   Amount   Shares   Amount 
                 
                 
Balance, beginning of period:   72,437,664   $242,444    53,618,357   $213,528 
Conversion of RSUs   1,344,032    818    -    - 
Private placement   -    -    15,086,208    29,345 
Issuance costs   -    -    -    (3,549)
Exercise of warrants   -    -    3,733,099    3,120 
Balance, end of period:   73,781,696   $243,262    72,437,664   $242,444 

  

During April 2026, the Company converted 1,244,032 previously vested RSUs to Class A common shares. In connection with this conversion, 681,986 RSUs were withheld and cancelled to satisfy withholding tax obligations.

 

During the first quarter of 2026, 100,000 RSUs were vested and converted into shares.

 

During the fourth quarter of 2025, 1,243,000 warrants were exercised for consideration of $857 and issuance costs of $17 were recorded.

 

In September 2025, the Company received gross proceeds of $20,653 under the “bought deal” offering issuing a total of 9,584,100 Class A common shares at a price of C$3.00. The Company recorded issuance costs of $2,460, including 575,046 warrants. The warrants were valued at $577 using the Black-Scholes pricing model with the following main assumptions: share price – C$3.05, volatility – 80.67%, risk free rate – 4.5%, dividend 0%.

 

During the third quarter of 2025, 2,380,554 warrants were exercised for consideration of $2,188.

 

In May 2025, 109,545 warrants were exercised for consideration of $75 and issuance costs of $2 were recorded.

 

In February 2025, the Company closed a “bought deal” Listed Issuer Financing Exemption offering and concurrent private placement issuing a total of 5,502,108 Class A common shares at a price of C$2.25 for aggregate gross proceeds of $8,692. The Company recorded issuance costs of $1,070, including 330,126 warrants. The warrants were valued at $267 using the Black-Scholes pricing model with the following main assumptions: share price - C$2.01 - C$2.51, volatility – 75.95%- 76.58%, risk free rate – 4.5%, dividend 0%.

 

 

(b)Contributed surplus:

 

   June 30,   December 31, 
   2026   2025 
         
Balance, beginning of period  $26,502   $28,009 
Settlement of RSUs   (818)   - 
Share-based compensation   435    273 
RSU and options surrenders   (1,605)   (1,780)
RSUs withheld for tax payment   (659)   - 
           
Balance, end of period  $23,855   $26,502 

 

(c)Earnings (loss) per share:

 

The calculation of earnings (loss) per share is based on the weighted average number of Class A common shares outstanding. Where the impact of the exercise warrants is anti-dilutive, they are not included in the calculation of diluted loss per share. The Company has incurred a net loss for each period presented and the including of the outstanding warrants in the loss per share calculation are anti-dilutive and therefore not included in the calculation.

 

The underlying Class A common shares pertaining to 590,067 restricted share units (RSUs), and 604,918 outstanding warrants could potentially dilute earnings.

 

(d)Omnibus Incentive Plan:

 

The Omnibus Incentive Plan (Omnibus Plan) was approved by the shareholders at the Annual General Meeting on March 15, 2018 and replaces the share option plan, the employee share compensation plan and the director’s share compensation plan, which provided for shares to be issued to employees and directors as compensation for services. The Omnibus Plan permits the issuance of options, stock appreciation rights, restricted share units and other share-based awards under one single plan.

 

The maximum number of common shares reserved under the Omnibus Plan was 3,363,631. Any common shares reserved under the predecessor share option plan related to awards that expire or forfeit will be rolled into the Omnibus Plan. At the Annual General Meeting on June 29, 2021, shareholders approved replenishment of 997,253 Common Shares reserved for issuance under the Omnibus Plan. At the Annual General Meeting on June 29, 2023, shareholders approved replenishment of 1,300,000 Common Shares reserved for issuance under the Omnibus Plan, for a total reserve of 5,660,884. As of June 30, 2026, no share options (December 31, 2025 – Nil) and 590,067 RSUs (December 31, 2025 – 3,672,415) are issued and outstanding. In addition, 872,183 Class A common shares were issued during 2018, 125,070 Class A common shares were issued during 2020, 50,000 shares were issued during 2021, and 1,344,032 shares were issued during the first six months of 2026 under the plan, leaving 2,679,532 awards remaining available for future issuance.

 

 

The following tables summarize information regarding RSUs outstanding:

 

   June 30,   December 31, 
   2026   2025 
   Number of   Number of 
   RSUs   RSUs 
         
RSUs outstanding, beginning of year   3,672,415    3,779,623 
Issued   86,909    502,658 
Settled   (1,344,032)   - 
Surrenders   (1,825,225)   (609,866)
           
RSUs outstanding, end of period   590,067    3,672,415 

 

During the six months ended June 30, 2026 and 2025, 86,909 RSUs and Nil, respectively, were issued. During the six months ended June 30, 2026, the Company recognized $435 (six months ended June 30, 2025 – $72) of non-cash compensation expense related to the RSUs.

 

During the six months ended June 30, 2026, the Company surrendered 1,143,239 vested RSUs through cash payments in lieu of issuing equity instruments (June 30, 2025- 609,866). The total cash paid to employees and directors for the surrender of vested awards during the six months ended June 30, 2026 was $1,605, of which $1,017 was paid to directors and key management (June 30, 2025 - $1,001, of which $638 was paid to directors and key management).

 

(e)Share-based compensation expense:

 

Non-cash compensation expense has been included in operating costs with respect to the share options, RSUs and shares granted to employees and non-employees as follows:

 

             
   For the three months    For the six months  
   ended June 30,   ended June 30, 
   2026   2025   2026   2025 
                 
Employees  $88   $21   $175   $37 
Directors and advisors   125    8    260    35 
                     
Non-cash compensation  $213   $29   $435   $72