10. SHAREHOLDERS’ EQUITY

Stock-based Compensation

As of December 31, 2025 and 2024, the Company had issued and outstanding stock options of 2,685,000 and 3,385,000, respectively, that were issued under its 10% Rolling Stock Option Plan, as amended and restated (the “2011 Plan”), and 1,020,000 and 1,020,000, respectively, that were issued under its 2022 Equity Incentive Plan (the “2022 Plan”).  

The 2011 Plan was replaced in 2022 by the 2022 Plan, and as such, no additional stock options can be granted under the 2011 Plan. Under the 2011 Plan, our Board of Directors could from time-to-time grant stock options to eligible directors, officers, employees, and consultants.  The maximum term of any stock option grant under the 2011 Plan was 10 years.

Under the 2022 Plan, as approved by our shareholders at the annual meeting of shareholders on August 23, 2022, the Board is authorized to grant stock options, stock appreciation rights, restricted stock units, performance stock units and other cash and share-based awards to eligible directors, officers, employees, or consultants up to a maximum of 17,236,689 common shares. The maximum term of any grant under the 2022 Plan is 10 years.

The Company estimates the fair value of its stock option grants using the Black-Scholes option valuation model and the closing price of our common shares on the business day prior to the grant date. The Company did not grant any stock options during the years ended December 31, 2025 and 2024.

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The following table summarizes our stock option activity for the years ended December 31, 2025 and 2024:

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The following table summarizes the intrinsic value and weighted average remaining life for stock options as of December 31, 2025:

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Stock-based compensation is included in corporate administration expenses within the Company’s consolidated statements of operations. For the years ended December 31, 2025 and 2024, the Company recognized compensation expense of $4 and a compensation benefit (or negative expense) of $38, respectively. The benefit or negative expense for the year ended December 31, 2024 was due to the forfeiture of certain stock options that resulted in the reversal of previously recognized stock-based compensation expense.  

As of December 31, 2025, all outstanding stock options were fully vested and exercisable.

The intrinsic value of stock options exercised during the years ended December 31, 2025 and 2024 was $20 and $10, respectively.

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2024 Rights Offering

On March 11, 2024, the Company completed the 2024 Rights Offering for gross proceeds of approximately $35,800 in which each holder of the Company’s common shares as of the record date of December 15, 2023 was eligible to participate. Terms of the 2024 Rights Offering included the issuance of one and four-tenth (or 1.4) subscription rights for each common share owned by each holder on the record date with each subscription right entitling the holder to purchase one common share of the Company at a subscription price of $0.12 per share (the “Basic Subscription Privilege”). For any holder exercising its Basic Subscription Privilege in full, the holder could also exercise an oversubscription privilege to purchase additional common shares that were unsubscribed for at the expiration of the 2024 Rights Offering, subject to availability and pro rata allocation of shares among persons exercising the oversubscription privilege. The 2024 Rights Offering, which generated $35,286 in net proceeds after deducting approximately $514 in transactions costs, resulted in the issuance of 298,106,831 common shares of the Company.

The net proceeds from the 2024 Rights Offering have been and are being used to support the operations of the Demonstration Plant related to gathering the information necessary for a commercialization decision as well as to support the Company’s other general corporate purposes.

See Note 15 for a discussion of the 2026 Rights Offering.