Quarterly report pursuant to Section 13 or 15(d)

Shareholders Equity and Capital Stock

v3.22.2
Shareholders Equity and Capital Stock
6 Months Ended
Jun. 30, 2022
Shareholders Equity and Capital Stock  
Shareholders' Equity And Capital Stock

13. Shareholders’ Equity and Capital Stock

 

Common shares

 

The Company’s share capital consists of an unlimited amount of Class A preferred shares authorized, without par value, of which no shares are issued and outstanding; and an unlimited amount of common shares authorized, without par value, of which 219,246,028 shares and 216,782,694 shares were issued and outstanding as of June 30, 2022, and December 31, 2021, respectively.

 

On February 4, 2021, the Company closed an underwritten public offering of 14,722,200 common shares and accompanying warrants to purchase up to 7,361,100 common shares, at a combined public offering price of $0.90 per common share and accompanying warrant. The warrants will have an exercise price of $1.35 per whole common share and will expire three years from the date of issuance. Ur-Energy also granted the underwriters a 30-day option to purchase up to an additional 2,208,330 common shares and warrants to purchase up to 1,104,165 common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 16,930,530 common shares and 16,930,530 warrants to purchase up to 8,465,265 common shares. The gross proceeds to Ur‑Energy from this offering were approximately $15.2 million. After fees and expenses of $1.3 million, net proceeds to the Company were approximately $13.9 million.

 

Stock options

 

In 2005, the Company’s Board of Directors approved the adoption of the Company’s stock option plan (the “Option Plan”). The Option Plan was most recently approved by the shareholders on May 7, 2020. Eligible participants under the Option Plan include directors, officers, employees, and consultants of the Company. Under the terms of the Option Plan, grants of options will vest over a three-year period: one-third on the first anniversary, one-third on the second anniversary, and one-third on the third anniversary of the grant. The term of the options is five years.

Activity with respect to stock options is summarized as follows:

 

 

 

Outstanding

 

 

Weighted-average

 

Stock Option Activity

 

Options

 

 

exercise price

 

 

 

#

 

 

$

 

 

 

 

 

 

 

 

December 31, 2021

 

 

10,064,024

 

 

$ 0.68

 

 

 

 

 

 

 

 

 

 

Granted

 

 

175,000

 

 

 

1.74

 

Exercised

 

 

(320,025 )

 

 

0.72

 

 

 

 

 

 

 

 

 

 

June 30, 2021

 

 

9,918,999

 

 

$ 0.69

 

 

The exercise price of a new grant is set at the closing price for the shares on the Toronto Stock Exchange (TSX) on the trading day immediately preceding the grant date and there is no intrinsic value as of the date of grant.

 

We received $0.2 million and $1.2 million from options exercised in the six months ended June 30, 2022 and June 30, 2021, respectively.

 

Stock-based compensation expense from stock options was $0.3 million and $0.5 million for the three and six months ended June 30, 2022 and $0.2 million and $0.3 million for the three and six months ended June 30, 2021, respectively.

 

As of June 30, 2022, there was approximately $0.9 million unamortized stock-based compensation expense related to the Option Plan. The expenses are expected to be recognized over the remaining weighted-average vesting period of 1.9 years under the Option Plan.

As of June 30, 2022, outstanding stock options are as follows:

 

 

 

 

 Options outstanding

 

 

 Options exercisable

 

 

 

 

 

 

 

 

 

 Weighted-

 

 

 

 

 

 

 

 

 Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 average

 

 

 

 

 

 

 

 

 average

 

 

 

 

 

 

 

 

 

 

 

 

 remaining

 

 

 Aggregate 

 

 

 

 

 

 remaining

 

 

 Aggregate 

 

 

 

 Exercise

 

 

 Number

 

 

 contractual

 

 

 intrinsic

 

 

 Number

 

 

 contractual

 

 

 intrinsic

 

 

 

 price

 

 

 of options

 

 

 life (years)

 

 

 value

 

 

 of options

 

 

 life (years)

 

 

 value

 

 

 Expiry

$

 

 

 

 

 

 

 

$

 

 

#

 

 

 

 

 

$

 

 

 

 

0.57

 

 

 

200,000

 

 

 

0.2

 

 

 

98,602

 

 

 

200,000

 

 

 

0.2

 

 

 

98,602

 

 

2022-09-07

 

0.70

 

 

 

1,144,095

 

 

 

0.5

 

 

 

412,984

 

 

 

1,144,095

 

 

 

0.5

 

 

 

412,984

 

 

2022-12-15

 

0.60

 

 

 

200,000

 

 

 

0.7

 

 

 

92,388

 

 

 

200,000

 

 

 

0.7

 

 

 

92,388

 

 

2023-03-30

 

0.72

 

 

 

807,997

 

 

 

1.1

 

 

 

272,836

 

 

 

807,997

 

 

 

1.1

 

 

 

272,836

 

 

2023-08-20

 

0.71

 

 

 

716,674

 

 

 

1.5

 

 

 

253,131

 

 

 

716,674

 

 

 

1.5

 

 

 

253,131

 

 

2023-12-14

 

0.61

 

 

 

2,528,579

 

 

 

2.4

 

 

 

1,128,775

 

 

 

1,815,616

 

 

 

2.4

 

 

 

810,504

 

 

2024-11-05

 

0.49

 

 

 

2,824,490

 

 

 

3.4

 

 

 

1,611,877

 

 

 

1,248,735

 

 

 

3.4

 

 

 

712,627

 

 

2025-11-13

 

1.12

 

 

 

1,322,164

 

 

 

4.2

 

 

 

-

 

 

 

189,285

 

 

 

4.2

 

 

 

-

 

 

2026-08-27

 

1.73

 

 

 

175,000

 

 

 

4.7

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

2027-03-14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.69

 

 

 

9,918,999

 

 

 

2.5

 

 

 

3,870,593

 

 

 

6,322,402

 

 

 

1.9

 

 

 

2,653,072

 

 

 

 

The aggregate intrinsic value of the options in the preceding table represents the total pre-tax intrinsic value for stock options, with an exercise price less than the Company’s TSX closing stock price as of the last trading day in the three months ended June 30, 2022 (approximately US$1.06), that would have been received by the option holders had they exercised their options on that date. There were 8,421,835 in-the-money stock options outstanding and 6,133,117 in-the-money stock options exercisable as of June 30, 2022.

 

The fair value of the stock options on their respective grant dates was determined using the Black-Scholes model with the following assumptions:

 

Stock Options Fair Value Assumptions

 

 2022

 

 

 2021

 

 

 

 

 

 

 

 

Expected forfeiture rate

 

 

5.6 %

 

 

6.1 %

Expected life (years)

 

 

3.9

 

 

 

3.9

 

Expected volatility

 

 

72.7 %

 

 

69.5 %

Risk free rate

 

 

1.9 %

 

 

0.7 %

Expected dividend rate

 

 

0.0 %

 

 

0.0 %

Black-Scholes value (CAD$)

 

$1.22

 

 

$0.74

 

 

Restricted share units

 

On June 24, 2010, the Company’s shareholders approved the adoption of the Company’s restricted share unit plan (the “RSU Plan”), as subsequently amended and now known as the Restricted Share Unit and Equity Incentive Plan (the “RSU&EI Plan”). The RSU&EI Plan was approved by our shareholders most recently on June 2, 2022.

Eligible participants under the RSU&EI Plan include directors and employees of the Company. Granted RSUs are redeemed on the second anniversary of the grant. Upon an RSU redemption, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.

 

Activity with respect to RSUs is summarized as follows:

 

 

 

 

 

 Weighted average

 

 

 

 Outstanding

 

 

 grant date

 

 Restricted Share Unit Activity

 

 RSUs

 

 

 fair value

 

 

 

 #

 

 

$

 

December 31, 2021

 

 

1,011,660

 

 

 

0.69

 

 

 

 

 

 

 

 

 

 

 Granted

 

 

-

 

 

 

0.00

 

 Released

 

 

-

 

 

 

0.00

 

 Forfeited

 

 

-

 

 

 

0.00

 

 

 

 

 

 

 

 

 

 

June 30, 2022

 

 

1,011,660

 

 

 

0.69

 

 

Stock-based compensation expense from RSUs was $0.1 million and $0.2 million for the three and six months ended June 30, 2022, and $0.1 million and $0.2 million for the three and six months ended June 30, 2021, respectively.

 

As of June 30, 2022, there was approximately $0.2 million unamortized stock-based compensation expense related to the RSU&EI Plan. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.0 years under the RSU&EI Plan.

 

As of June 30, 2022, outstanding RSUs are as follows:

 

RSUs outstanding

 

 

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

average

 

 

 

 

 

 

 

 

 

 

remaining

 

 

Aggregate

 

 

 

 

Number

 

 

contractual

 

 

intrinsic

 

 

Redemption

 

of RSUs

 

 

life (years)

 

 

value

 

 

Date

 

#

 

 

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

706,130

 

 

 

0.4

 

 

 

748,498

 

 

2022-11-13

 

 

305,530

 

 

 

1.2

 

 

 

323,862

 

 

2023-08-27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,011,660

 

 

 

0.6

 

 

 

1,072,360

 

 

 

 

 

The fair value of restricted share units on their respective grant dates was determined using the Intrinsic Value Method with the following assumptions:

 

Restricted Share Unit Fair Value Assumptions

 

 2021

 

 

 2020

 

 

 

 

 

 

 

 

Expected forfeiture rate

 

 

4.4 %

 

 

4.2 %

Grant date fair value (CAD$)

 

$1.44

 

 

$0.63

 

Warrants

 

In August 2020, the Company issued 9,000,000 warrants to purchase 4,500,000 of our common shares at $0.75 per full share. In February 2021, the Company issued 16,930,530 warrants to purchase 8,465,265 of our common shares at $1.35 per full share.

 

The following represents warrant activity during the period ended June 30, 2022:

 

 

 

 

 

 

 Number of

 

 

 

 

 

 

 Outstanding

 

 

 shares to be issued

 

 

 Per share

 

 Warrant Activity

 

 warrants

 

 

 upon exercise

 

 

 exercise price

 

 

 

#

 

 

#

 

 

$

 

December 31, 2021

 

 

24,368,530

 

 

 

12,184,265

 

 

 

1.16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(518,000 )

 

 

(259,000 )

 

 

0.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2022

 

 

23,850,530

 

 

 

11,925,265

 

 

 

1.17

 

 

We received $0.2 million and $1.2 million from warrants exercised in the six months ended June 30, 2022 and June 30, 2021, respectively

 

As of June 30, 2022, outstanding warrants are as follows:

 

 

 

 

 

 

 

 Weighted-

 

 

 

 

 

 

 

 

 

 

 

 

 

 average

 

 

 

 

 

 

 

 

 

 

 

 

 

 remaining

 

 

 Aggregate 

 

 

 

 

 Exercise

 

 

 Number

 

 

 contractual

 

 

 Intrinsic

 

 

 

 

 price

 

 

 of warrants

 

 

 life (years)

 

 

 Value

 

 

 Expiry

 

$

 

 

#

 

 

 

 

 

 $

 

 

 

 

 

0.75

 

 

 

7,120,000

 

 

 

0.1

 

 

 

1,103,600

 

 

2022-08-04

 

 

1.35

 

 

 

16,730,530

 

 

 

1.6

 

 

 

-

 

 

2024-02-04

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.17

 

 

 

23,850,530

 

 

 

1.2

 

 

 

1,103,600

 

 

 

 

 

Fair value calculation assumptions for stock options, restricted share units, and warrants

 

The Company estimates expected future volatility based on daily historical trading data of the Company’s common shares. The risk-free interest rates are determined by reference to Canadian Treasury Note constant maturities that approximate the expected life. The Company has never paid dividends and currently has no plans to do so.

 

Share-based compensation expense is recognized net of estimated pre-vesting forfeitures, which results in expensing the awards that are ultimately expected to vest over the expected life. Forfeitures and expected lives were estimated based on actual historical experience.