Stockholders' Equity Note Disclosure [Text Block] |
During the year ended June 30, 2017, the Company completed the following common share transactions: | (i) | On July 27, 2016, the Company raised $226,355 for the issuance of 1,968,304 units. Each unit consisted of one common share at $0.115 per share and one quarter share purchase warrant at $0.001 per warrant to purchase 492,076 common shares on or before April 30, 2017 at an exercise price of $0.30 per warrant. | | (ii) | On August 22, 2016, the Company raised $94,000 for the issuance of 817,391 units. Each unit consisted of one common share at $0.115 per share and one quarter share purchase warrant at $0.001 per warrant to purchase 204,348 common shares on or before May 31, 2017 at an exercise price of $0.30 per warrant. | | (iii) | During December 2016, the Company completed private placements amounting to $210,000 for the issuance of 3,000,000 units. Each unit consisted of one common share at $0.07 per share and one quarter share purchase warrant at $0.001 per warrant to purchase 750,000 common shares on or before October 1, 2017 at an exercise price of $0.20 per warrant. | | (iv) | During January 2017, the Company completed a private placement amounting to $23,800 for the issuance of 340,000 units. Each unit consisted of one common share at $0.07 per share and one quarter share purchase warrant at $0.001 per warrant to purchase 85,000 common shares on or before October 1, 2017 at an exercise price of $0.20 per warrant. | | (v) | On January 6, 2017,
337,500 common shares were issued pursuant to employment agreements. The Company recognized stock-based compensation of $147,503 being the grant date fair value. | | (vi) | On March 8, 2017,
1,666,667 common shares were issued as retainer fees pursuant to a consulting agreement. The shares were measured at the grant date fair value of $200,000 and recognized within selling, general and administrative expense. | | (vii) | On April 6, 2017,
500,000 common shares were issued pursuant to a consulting agreement. The shares were measured at the grant date fair value of $25,000 and recognized within selling, general and administrative expense. | During the year ended June 30, 2017, the Company issued shares of common stock pursuant to debt agreements: | (i) | On September 21, 2016, the Company issued 1,035,864 shares to settle the remaining balance of $69,649, the first convertible debt note with JMJ Financial (note 11 ). | | (ii) | On October 24, 2016, the Company issued 75,000 shares pursuant to a debt agreement, measured at a fair value of the Company’s common shares on that date of $10,500, recorded as interest expense (note 12 ). | | (iii) | On January 6, 2017, the Company issued 100,000 shares pursuant to a debt agreement, measured at a fair value of the Company’s common shares on that date of $14,000, recorded as interest expense (note 12 ). | | (iv) | On January 6, 2017, the Company issued 725,000 common shares to extend the maturity date of loans held. The modifications were treated as debt extinguishments with the agreement date fair value of the shares of $82,000 recognized as a loss on debt extinguishment. | | (v) | On March 1, 2017,
5,250,000 common shares that were previously issued to settle convertible debt with JMJ Financial were rescinded. | Due to the nature of the rescission rights attached to the issued common shares, the Company previously measured the settled debt within liabilities. On May 5, 2017, the rescission rights attached to the debt were ratified, and the related debt has been accounted for as an extinguishment. During the year ended June 30, 2017,
12,186,402 shares were issued to settle debt with JMJ Financial totalling $380,481 (note 11 ). During the year ended June 30, 2017,
9,926,612 shares were issued pursuant to cashless exercise of warrants held by JMJ Financial with a fair value of $188,616 (note 11 ). | (vi) | On April 7, 2017, the Company issued 950,000 common shares pursuant to a debt agreement with a carrying value of $49,400. The shares were measured at a fair value on the issuance date of $57,000, with $7,600 recognized as a loss on extinguishment. | | (vii) | On June 14, 2017, the Company issued 200,000 common shares pursuant to inducement penalty on convertible debt held. The common shares were measured at a fair value of $8,000 on the date the shares became issuable and recorded as interest expense. | | (viii) | During the year ended June 30, 2017, the Company issued 4,288,053 common shares in eight tranches to settle convertible debt totalling $116,160.
| | (ix) | During the year ended June 30, 2017, the Company issued 19,210,686 common shares in eight tranches to settle convertible debt totalling $325,000.
| | | During the year ended June 30, 2017, the Company issued 16,626,993 common shares in six tranches to settle convertible debt totalling $314,250.
| During the year ended June 30, 2016, the Company completed the following common share transactions: | (i) | Completed a private placement amounting to $28,000 for the issuance of 56,000 shares of common stock at $0.50 per share. | | (ii) | During the fiscal year ended June 30, 2016, the Company issued 337,500 shares of common stock pursuant to agreements with employees. The shares issued were measured at a weighted average fair value of $0.38 per share. | During the year ended June 30, 2016, the Company issued shares of common stock to settle the following debt: | (i) | Pursuant to a promissory note agreement, the Company issued 13,000 shares of common stock measured at a fair value of $0.48 per share resulting in a total value of $6,220 which was recorded in common stock and paid in capital in excess of par. | | (ii) | The Company issued 15,463,881 shares of common stock to settle $2,059,738 of convertible debentures and derivative liabilities (note 11 ). | As of June 30, 2017, and 2016 there are outstanding preferred shares.
Stock options
and restricted shares
The Company is reviewing several alternatives to replace its 2001, 2003, and 2009 Stock Option Plans with a new omnibus stock option plan (the “New Plan”). In certain cases, the Company has made contractual commitments to provide shares or stock option grants in anticipation of putting in place the New Plan. The Company intends on obtaining the necessary approvals based on the attributes of the plan, and anticipates that this New Plan will be implemented prior to June 30, 2019.
In January 2001, the Company adopted the Integral Technologies, Inc. 2001 Stock Plan (the "2001 Plan"), a non-qualified stock option plan under which the Company may issue up to 2,500,000 stock options and bonuses of common stock of the Company to provide incentives to officers, directors, key employees and other persons who contribute to the success of the Company. This plan was amended during December 2001 to increase the number of common stock options that may be granted from 2,500,000 to 3,500,000 stock options. As of June 30, 2017, there were nil ( June 30, 2016 -
nil ) common stock options available under this plan. In April 2003, the Company adopted the Integral Technologies, Inc. 2003 Stock Plan (the "2003 Plan"), a non-qualified stock option plan under which the Company may issue up to 1,500,000 stock options. As of June 30, 2017, there were nil ( June 30, 2016 -
nil ) common stock options available under this plan. During the fiscal year ended June 30, 2010, the Company adopted the Integral Technologies, Inc. 2009 Stock Plan (the "2009 Plan"), a non-qualified stock option plan under which the Company may issue up to 4,000,000 common stock options. As of June 30, 2017, there were nil ( June 30, 2016 -
nil ) common stock options available under this plan. The following summarizes information about the Company’s options outstanding: | | | | | | | | | | Outstanding, June 30, 2015 | | | 3,500,000 | | |
$ 0.25 | to | $ 0.85 | | | $ | 0.34 | | Cancelled | | | - | | | | | - | | | | | - | | Expired | | | (2,350,000 | ) | |
$ 0.25 | to | $ 0.85 | | | $ | 0.32 | | Outstanding, June 30, 2016 | | | 1,150,000 | | |
$ 0.25 | to | | | | $ | 0.37 | | Cancelled | | | (150,000 | ) | | | | $0.50 | | | | | - | | Expired | | | (850,000 | ) | |
$ 0.31 | to | $ 0.85 | | | $ | 0.37 | | | | | | | | | | | | | | | | | Outstanding and exercisable, June 30, 2017 | | | 150,000 | | | | | $0.25 | | | | $ | 0.25 | | The weighted average remaining contractual lives for options outstanding and exercisable at June 30, 2017 are 3.54 ( June 30, 2016 -
1.13 and 0.93 years), respectively. The following summarizes the options outstanding and exercisable: | | | | | | Number of Options | | Expiry Date | | Exercise Price | | | June 30, 2017 | | | June 30, 2016 | | December 1, 2016 | | | $0.85 | | | | - | | | | 100,000 | | December 1, 2016 | | | $0.50 | | | | - | | | | 75,000 | | February 19, 2017 | | | $0.31 | | | | - | | | | 750,000 | | June 1, 2017 | | | $0.50 | | | | - | | | | 75,000 | | January 13, 2019 | | | $0.25 | | | | 50,000 | | | | 50,000 | | January 13, 2020 | | | $0.25 | | | | 50,000 | | | | 50,000 | | January 13, 2021 | | | $0.25 | | | | 50,000 | | | | 50,000 | |
Total outstanding | | | | 150,000 | | | | 1,150,000 | |
Total exercisable | | | | 150,000 | | | | 1,100,000 | | The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2017 was $nil ( June 30, 2016 -
$nil ), respectively. The aggregate intrinsic values exclude options having a negative aggregate intrinsic value due to awards with exercise prices greater than market value. The intrinsic value is the difference between the market value of the shares and the exercise price of the award. During the year ended June 30, 2014, the Company entered into employment agreements, whereby the employees would be granted restricted shares. The holder of a restricted share award is generally entitled at all times on and after the date of the agreement to exercise the rights of a shareholder of the Company, including the right to vote and the right to receive dividends on the shares. These shareholders do not have the ability to sell, transfer or otherwise encumber the restricted shares awards until they fully vest. The restricted shares granted vest over three or four -year periods and the grant date fair value of the awards is recognized as expense over the vesting period. During the year ended June 30, 2017, total compensation expense of $196,576 ( June 30, 2016 -
$179,584 ) was recognized as stock-based compensation and included in selling, general and administration expense. During the year ended June 30, 2017, the Company issued 377,500 shares ( 2016 - 377,500 ) and is obligated to issue an additional 600,000 shares (subsequently issued) pursuant to the employment agreements. As of June 30, 2017, there are no restricted shares that have not vested. The following summarizes information about the Company’s stock purchase warrants outstanding: | | | | | | | | | | | | | | | | | | | | | | | | | Balance, June 30, 2016 | | | 12,506,309 | | | | $0.08 | - | $0.50 | | | $ | 0.32 | | Issued | | | 1,531,424 | | | | $0.20 | - | $0.30 | | | $ | 0.25 | | Expired | | | (8,743,268 | ) | | | $0.30 | - | $0.50 | | | $ | 0.36 | | Exercised | | | (1,250,000 | ) | | | | $0.02 | | | | $ | 0.02 | | | | | | | | | | | | | | | | | Balance, June 30, 2017 | | | 4,044,465 | | | | $0.08 | - | $0.50 | | | $ | 0.28 | | | | | | | | | | Expiry Date | | Exercise Price | | | June 30, 2017 | | | June 30, 2016 | | | | | | | | | | | | | | | May 5, 2020 | | | $0.08 | | | | - | | | | 1,250,000 | | November 25, 2016* | | | $0.30 | | | | - | | | | 8,501,786 | | November 25, 2016 | | | $0.50 | | | | - | | | | 2,754,523 | | October 1, 2017* | | | $0.30 | | | | 3,209,465 | | | | - | | October 1, 2017 | | | $0.20 | | | | 835,000 | | | | - | |
Total outstanding and exercisable | | | | 4,044,465 | | | | 12,506,309 | | * During the year ended June 30, 2017,
3,209,465 warrants expiring November 25, 2016 were extended to October 1, 2017.
| (a) | Pursuant to a separation agreement with the previous CFO, the Company will issue 36,000 shares of common stock with a fair value of $3,600 and settle all unpaid fees from July 1, 2016 to February 10, 2017 ( effective date of resignation). | Pursuant to the separation agreement, obligations to issue shares of $87,660, representing 204,000 common shares, were written off and recognized within gain on extinguishment of debt. During the year ended June 30, 2017,
$4,320 ( 2016 - $26,460 ) was recorded as an obligation to issue shares. | (b) | Pursuant to director’s agreements, the Company is obligated to issue 65,000 shares of common stock. As at March 31, 2017, these shares have not been issued and as such, the grant date fair value of $37,650 has been recognized in obligation to issue shares within equity. |
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