Annual and transition report of foreign private issuers pursuant to Section 13 or 15(d)

Note 17 - Share-based Payments

v3.19.2
Note 17 - Share-based Payments
12 Months Ended
Mar. 31, 2019
Statement Line Items [Line Items]  
Disclosure of share-based payment arrangements [text block]
17.
Share-based payments:
 
At
March 31, 2019,
the Corporation has the following share-based payment arrangement:
 
(a) Corporation stock option plan:
 
The Corporation has in place a stock option plan for directors, officers, employees and consultants of the Corporation (“Stock Option Plan”). An amendment of the Plan was approved by shareholders on
August 28, 2018.
The amendment provides for an increase to the existing limits for Common Shares reserved for issuance under the Stock Option Plan as well as certain changes to the minimum vesting period applicable to options granted to directors and employees under the Stock Option Plan. The plan continues to provide for the granting of options to purchase Common Shares. The exercise price of the stock options granted under this amended plan is
not
lower than the closing price of the shares listed on the TSXV at the close of markets the day preceding the grant. The maximum number of Common Shares that
may
be issued upon exercise of options granted under the amended Stock Option Plan was increased from
2,940,511,
representing
20%
of the issued and outstanding Common Shares of the Company as of
March 31, 2017,
to
5,494,209
representing
15%
of the issued and outstanding Common Shares of the Company as of
June 27, 2018.
The terms and conditions for acquiring and exercising options are set by the Corporation’s Board of Directors, subject among others, to the following limitations: the term of the options cannot exceed
ten
years and (i) all options granted to a director will be vested evenly on a quarterly basis over a period of at least
eighteen
(
18
) months, and (ii) all options granted to an employee will be vested evenly on a quarterly basis over a period of at least
thirty-six
(
36
) months.
 
The total number of shares issued to any
one
consultant within any
twelve
-month period cannot exceed
2%
of the Corporation’s total issued and outstanding shares (on a non-diluted basis). The Corporation is
not
authorized to grant within any
twelve
-month period such number of options under the stock option plan that could result in a number of Common Shares issuable pursuant to options granted to (a) related persons exceeding
2%
of the Corporation’s issued and outstanding Common Shares (on a non-diluted basis) on the date an option is granted, or (b) any
one
eligible person in a
twelve
-month period exceeding
2%
of the Corporation’s issued and outstanding Common Shares (on a non-diluted basis) on the date an option is granted.
 
The following tables summarize information about activities within the stock option plan:
             
    March 31, 2019     March 31, 2018  
    Weighted average
exercise price
    Number of
options
    Weighted average
exercise price
    Number of
options
 
    $           $        
Outstanding at beginning of year    
1.81
     
2,284,388
     
2.58
     
1,424,788
 
Granted    
0.77
     
2,173,523
     
1.75
     
1,121,500
 
Exercised    
0.77
     
(4,167
)    
-
     
-
 
Forfeited    
1.84
     
(407,067
)    
1.89
     
(199,800
)
Expired    
-
     
-
     
18.06
     
(62,100
)
Outstanding at end of year    
1.25
     
4,046,677
     
1.81
     
2,284,388
 
                                 
Exercisable at end of year    
1.56
     
1,613,200
     
1.92
     
591,113
 
 
    Thirteen-month period
ended
March 31, 2017
    Month ended
March 31, 2017
    Twelve-month period
ended
February 28, 2017
 
    Weighted
average
exercise price
    Number
of options
    Weighted
average
exercise price
    Number
of options
    Weighted
average
exercise price
    Number
of options
 
    $           $           $        
Outstanding at beginning of period    
13.52
     
454,151
     
2.59
     
1,427,288
     
13.52
     
454,151
 
Granted    
1.69
     
1,300,400
     
-
     
-
     
1.69
     
1,300,400
 
Forfeited    
13.27
     
(190,138
)    
11.50
     
(2,500
)    
13.29
     
(187,638
)
Expired    
15.38
     
(139,625
)    
-
     
-
     
15.38
     
(139,625
)
Outstanding at end of period    
2.58
     
1,424,788
     
2.58
     
1,424,788
     
2.59
     
1,427,288
 
                                                 
Exercisable at end of period    
6.44
     
238,482
     
6.44
     
238,482
     
6.49
     
240,982
 
 
 
                Thirteen-month
period ended
    Twelve-month
Period ended
 
    March 31,
2019
    March 31,
2018
    March 31,
2017
    February 28, 2017
(Unaudited)
 
Weighted average fair value of the options granted to employees and directors of the Corporation   $
0.51
    $
1.22
    $
1.40
    $
1.40
 
 
There were
no
options granted during the month ended
March 31, 2017
and
no
options granted to consultants during the
thirteen
-month period ended
March 
31,
 
2017.
4,167
options were exercised during the period ended
March 31, 2019 (
nil
for period ended
March 31, 2018
and
nil
for the
thirteen
-month period ended
March 31, 2017).
Stock-based compensation recognized under this plan for the period ended
March 31, 2019
was
$1,041
(
March 31, 2018
amounted to
$929,
thirteen
-month and
one
-month periods ended
March 31, 2017
amounted to
$674
and
$86
(unaudited), respectively and amounted to
$588
(unaudited) for the
twelve
-month period ended
February 28, 2017).
 
The fair value of options granted was estimated using the Black-Scholes option pricing model, resulting in the following weighted average assumptions for options granted during the periods ended:
                Thirteen-month
period ended
    Twelve-month
Period ended
 
    March 31, 2019     March 31, 2018     March 31, 2017     February 28, 2017
(Unaudited)
 
                         
Exercise price   $
0.77
    $
1.75
    $
1.69
    $
1.69
 
Share price   $
0.73
    $
1.75
    $
1.69
    $
1.69
 
Dividend    
-
     
-
     
-
     
-
 
Risk-free interest    
2.10
%    
1.21
%    
0.87
%    
0.87
%
Estimated life (in years)    
5.78
     
5.89
     
4.94
     
4.94
 
Expected volatility    
85.35
     
82.4
%    
123.5
%    
123.5
%
 
The expected life of the stock options is based on historical data and current expectation and is
not
necessarily indicative of exercise patterns that
may
occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which
may
also
not
necessarily be the actual outcome.
 
The following tables summarize the status of the outstanding and exercisable options of the Corporation:
 
        March 31, 2019  
        Options outstanding     Exercisable options  
Exercise price   Weighted remaining
contractual life
outstanding
    Number of options
outstanding
    Weighted average
exercise price
$
    Number of options
exercisable
 
                             
$0.77
-
$0.77
   
9.26
     
1,898,523
    $
0.77
     
348,197
 
$0.78
-
$1.58
   
5.86
     
775,000
    $
1.50
     
518,750
 
$1.59
-
$1.71
   
7.90
     
273,333
    $
1.65
     
233,333
 
$1.72
-
$1.88
   
8.21
     
790,833
    $
1.77
     
292,500
 
$1.89
-
$6.50
   
3.97
     
308,988
    $
2.57
     
220,420
 
 
 
 
   
7.91
     
4,046,677
    $
1.56
     
1,613,200
 
 
Share-based payment transactions and broker warrants:
 
The fair value of share-based payment transaction is measured using the Black-Scholes option pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility), weighted average expected life of the instruments (based on historical experience and general option holder behaviour unless
no
entity-specific information exists in which case the average of the vesting and contractual periods is used), and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions, if any, are
not
taken into account in determining fair value.
 
(b) Corporation equity incentive plan:
 
The Corporation established an equity incentive plan for employees, directors and consultants. The plan provides for the issuance of restricted share units (“RSU”), performance share units, restricted shares, deferred share units and other share-based awards, subject to restricted conditions as
may
be determined by the Board of Directors. There are
no
such awards outstanding as of
March 31, 2019
and
March 31, 2018,
and
no
stock-based compensation was recognized for the period ended
March 31, 2019
and
March 31, 2018 (
nil
for the
one
-month and
thirteen
-month periods ended
March 31, 
2017
).