v3.26.1
Shareholders' Equity
6 Months Ended
Jun. 30, 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 “2021 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 the 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 2021 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 2021 Plan to increase the aggregate number of common shares available for the grant of awards under the 2021 Plan.

On April 16, 2026, the Board approved an amendment and restatement of the 2021 Plan, to be renamed the 2026 Equity Incentive Plan (the “2026 Plan”), subject to shareholder approval. On June 4, 2026, the Corporation’s shareholders approved the 2026 Plan and the 2026 Plan became effective on that date. Awards previously granted under the 2021 Plan remain outstanding in accordance with their terms and the terms of the 2021 Plan and applicable award agreements; however, no new awards may be granted under the 2021 Plan after the effective date of the 2026 Plan.

The 2026 Plan allows for awards in the following forms: share purchase option, share appreciation right, restricted share, restricted share unit, performance share, performance share unit or other share-based award, in each case with or without dividend equivalent rights. Under the terms of the 2026 Plan, as amended, the aggregate maximum number of shares that may be issued pursuant to awards granted under the 2026 Plan cannot exceed 8,280,530 shares. To the extent any award outstanding under the 2026 Plan, including awards previously granted under the 2021 Plan, expires or is terminated or cancelled without having been exercised or settled in full, or any shares acquired pursuant to an award subject to forfeiture or repurchase are forfeited or repurchased by the Corporation, the shares allocable to the terminated portion of such award or such forfeited or repurchased shares will again become available for grant under the 2026 Plan, subject to the terms of the 2026 Plan. Shares delivered under the 2026 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 2026 Plan, awards are generally subject to a minimum one-year vesting requirement, except for awards covering up to 5% of the share reserve and awards settled in cash. No non-employee director may receive an aggregate grant of awards under the 2026 Plan in any calendar year having a grant date fair value in excess of $250,000. Unvested awards will generally be forfeited by participants upon termination of employment or service in advance of vesting, except as otherwise provided in the 2026 Plan, the applicable award agreement or an applicable employment or other agreement. The 2026 Plan also provides for double-trigger vesting in connection with a change in control, such that if the successor corporation assumes the outstanding awards upon a change in control, vesting of the assumed awards will fully accelerate, with performance awards vesting at target levels only, if the participant’s employment or service is terminated by the successor without cause during the 24-month period following the date of the change in control. If the successor fails to assume outstanding awards, the vesting of such awards will become fully accelerated. Certain executives of the Company are also party to employment agreements which provide for vesting of unvested awards upon specified termination events.

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

Three months ended June 30, 

Six months ended June 30, 

In thousands of U.S. Dollars

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

Exploration and pre-development

$

445

$

582

$

1,194

$

1,125

General and administration

771

(107)

1,777

566

Total

$

1,216

$

475

$

2,971

$

1,691

Share purchase options

The following table summarizes activity for share purchase options awarded under the 2021 Plan, and following effectiveness of the 2026 Plan, the 2026 Plan (collectively, the “Plan”), as applicable, that vest over the required service period of the participant:

Number of

Weighted Average

  ​ ​ ​

Options

  ​ ​ ​

 Exercise Price (C$)

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 June 30, 2026

 

$

No options were granted during the six months ended June 30, 2026 and June 30, 2025.

Restricted Share Units

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

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted Average

Share

Grant Date

Units

 

Fair Value

Unvested, December 31, 2025

546,614

$

5.70

Granted

135,544

30.45

Distributed (vested)

(324,739)

4.67

Cancelled

(39,888)

10.69

Unvested, June 30, 2026

317,531

$

16.69

During the six months ended June 30, 2026, the Company awarded 135,544 RSUs (June 30, 2025: 248,777 RSUs) with a weighted average grant date fair value of $30.45 per RSU (June 30, 2025: $8.35) or approximately $4.1 million in total (June 30, 2025: $2.1 million).

During the six months ended June 30, 2026, the fair value of RSU awards distributed was approximately $9.7 million (June 30, 2025: $4.7 million).

During the three and six months ended June 30, 2026, the Company recognized $0.7 million (June 30, 2025: $0.3 million) and $1.3 million (June 30, 2025: $0.7 million) respectively, in compensation expense related to RSUs and expects to record an additional $3.6 million in compensation expense over a weighted average remaining vesting period of 1.6 years.

Unvested units as of June 30, 2026 are expected to vest as follows:

Remainder of 2026

  ​ ​ ​

7,929

2027

170,175

2028

 

97,915

2029

41,512

Total

 

317,531

Performance Share Units

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

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

Weighted Average

Share

Grant Date

Units

Fair Value

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

(69,236)

10.78

Unvested, June 30, 2026

394,262

$

21.21

During the three and six months ended June 30, 2026, the Company recognized $0.5 million (June 30, 2025: $0.1 million) and $0.5 million (June 30, 2025: $0.7 million) respectively, in compensation expense related to PSUs and MPSUs and expects to record an additional $6.3 million in compensation expense over a weighted average remaining vesting period of 2.5 years.

During the three and six months ended June 30, 2026, the fair value of PSUs distributed was $12.8 million (June 30, 2025: $1.6 million) and $12.8 million (June 30, 2025: $5.8 million), respectively.

The PSUs and MPSUs are expected to vest as follows:

Remainder of 2026

  ​ ​ ​

58,500

2027

 

107,191

2028

 

98,626

2029

129,945

Total

 

394,262

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 six months ended June 30, 2026 and June 30, 2025, the Company awarded no PSUs.

Market-based PSUs: During the six months ended June 30, 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 six months ended June 30, 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, 2025

347,258

$

4.60

Granted

 

25,150

28.26

Distributed

 

 

Outstanding, June 30, 2026

 

372,408

$

6.20

Under the Plan, the Company may issue DSUs to non-employee directors. During the three and six months ended June 30, 2026, 4,318 (June 30, 2025: 3,626) and 25,150 (June 30, 2025: 31,199) share units, respectively, with a grant date fair value of $0.1 million (June 30, 2025: $0.05 million) and $0.7 million (June 30, 2025: $0.3 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.