Quarterly report pursuant to Section 13 or 15(d)

Shareholders' Equity

v3.23.1
Shareholders' Equity
3 Months Ended
Mar. 31, 2023
Shareholders' Equity  
Shareholders' Equity

13. Shareholders' Equity

LP Units of JJ LP

The limited partnership units (“LP Units”) of JJ LP, a subsidiary of the Company, are exchangeable for one common share of the Company at any time per request of the owner of the LP Units and are not saleable or transferable without the Company’s authorization. During the three months ended March 31, 2023 and 2022, there were no LP Units of JJ LP converted to common shares. As of March 31, 2023 and December 31, 2022, 43,821,379 LP Units of JJ LP were issued and outstanding, respectively.

Warrants

In connection with the NPA Amendment, the Company also issued Debt Modification Warrants to purchase 2,421.05 common shares of the Company for every $1 principal amount of the 2023 Refinanced Notes held by each Holder, for a total aggregate of 91,999,901 Debt Modification Warrants. Each Debt Modification Warrant is exercisable at any time prior to its expiration for one common share of the Company at an exercise price of $0.07084 per common share. The Debt Modification Warrants expire on February 15, 2030 and contain customary anti-dilution adjustment provisions.

The fair value of the Debt Modification Warrants issued was determined using the Black-Scholes option pricing model with the following assumptions at the time of issuance:

Exercise price

    

$

0.07084

Expected dividend yield

0%

Risk free interest rate

3.94%

Expected life in years

7.0 years

Expected volatility

84.00%

The following table summarizes the warrants that remain outstanding as of March 31, 2023:

Exercise

Number of

Security issued

    

Price (CAD$)

    

Warrants

    

Expiration Date

Founders separation warrants

1.05

9,045,691

September 30, 2024

Debt modification warrants

0.09

91,999,901

February 15, 2030

101,045,592

A rollforward of warrant activity for the three months ended March 31, 2023 was as follows:

Weighted

Number of

Average

Warrants

    

Warrants

    

Exercise Price

Balance as of January 1, 2023

9,545,691

CAD$ 1.01

Issued

91,999,901

0.09

Expired

(500,000)

0.33

Balance as of March 31, 2023

101,045,592

CAD$ 0.18

Share-based Compensation

Under the Amended and Restated 2018 Stock and Incentive Plan, as amended from time to time (the “2018 Plan”), the Company has reserved 60,000,000 common shares to be issued as awards to employees, management, directors and consultants of the Company (“Eligible Persons”), as designated by the Company’s board of directors (the “Board”) or the compensation committee of the Board (the “Compensation Committee”). “Award” is defined in the 2018 Plan to include options, stock appreciation rights, restricted stocks, restricted stock units, performance stock units, dividend equivalents and stock-based awards. 36,243,816 common shares are available for issuance under the 2018 Plan as of March 31, 2023.

Restricted Stock Units (“RSUs”)

A summary of the status of the RSUs outstanding is as follows:

Number of

Weighted Average

RSUs

    

RSUs

    

Grant Date Fair Value

Unvested as of January 1, 2023

2,742,765

$

0.25

Vested

(370,744)

0.13

Forfeited

(699,001)

0.11

Unvested as of March 31, 2023

1,673,020

$

0.34

During the three months ended March 31, 2023 and 2022, the Company recorded $104 and $519 of share-based compensation relating to RSUs, respectively. For the three months ended March 31, 2023 and 2022, the share-based compensation relating to RSUs included $53 and $257, respectively, related to the performance awards for achievement of milestones relating to the projects of its joint venture in CGSF Group, LLC (“CGSF”).

As of March 31, 2023, there was $357 of remaining RSU expense to be recognized over the weighted average remaining period of 0.87 years.

Share Options

A summary of the status of the share options outstanding is as follows:

Share Options

Weighted

Weighted Average

Common

Average

Remaining Contractual

Share options

    

Shares

    

Exercise Price

    

Life (yrs)

Balance as of January 1, 2023

9,753,600

$

0.60

6.11

Forfeited

(147,013)

$

0.44

Balance as of March 31, 2023

9,606,587

$

0.60

5.87

For the three months ended March 31, 2023 and 2022, the Company recorded $31 and $81, respectively, of share-based compensation related to these options. As of March 31, 2023, there was $160 of remaining expense to be recognized over the weighted average remaining period of 1.29 years.

The following table summarizes the share options that remain outstanding as of March 31, 2023:

Number of

Exercise

Options

Security issuable

    

Share Options

    

Price

    

Expiration Date

    

Exercisable

Legacy employees

190,000

$ 1.58-1.58

June 28, 2028

190,000

2020 employee grant

5,733,989

$ 0.30-0.48

June 25, 2030 - December 1, 2030

3,393,775

Other employee grants

3,682,598

$ 0.41-3.96

June 17, 2024 - November 21, 2029

3,682,598

Total

9,606,587

7,266,373

Performance Stock Units (“PSUs”)

A summary of the status of the PSUs outstanding is as follows:

Number of

Weighted Average

Performance Stock Units

    

PSUs

    

Grant Date Fair Value

Unvested as of January 1, 2023

10,632,378

$

0.30

Forfeited

(304,523)

0.18

Unvested as of March 31, 2023

10,327,855

$

0.30

During the three months ended March 31, 2023 and 2022, the Company recorded $158 and $626 of share-based compensation relating to PSUs, respectively. As of March 31, 2023, there was $893 of remaining expense to be recognized over the weighted average remaining period of 1.44 years.

A summary of the PSU awards granted containing market conditions is as follows:

Closing Price on

PSU Grant Dates

    

Grant Date

    

Expiration Date

    

Outstanding (#)

June 18, 2021

$

0.49

December 31, 2024

8,187,351

September 30, 2021

$

0.39

December 31, 2024

1,772,961

December 19, 2021

$

0.23

December 31, 2024

367,543

Total

10,327,855