Quarterly report pursuant to Section 13 or 15(d)

Shareholders Equity and Capital Stock

v3.23.2
Shareholders Equity and Capital Stock
6 Months Ended
Jun. 30, 2023
Shareholders Equity and Capital Stock  
Shareholders' Equity And Capital Stock

12. 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 264,726,804 shares and 224,699,621 shares were issued and outstanding as of June 30, 2023, and December 31, 2022, 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 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 accompanying 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.

 

On February 21, 2023, the Company closed an underwritten public offering of 34,000,000 common shares and accompanying warrants to purchase up to 17,000,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant. The warrants have an exercise price of $1.50 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 5,100,000 common shares and warrants to purchase up to 2,550,000 common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares. The gross proceeds to Ur‑Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 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 June 2, 2023. 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:

 

Stock Option Activity

 

Outstanding

Options

 

 

Weighted-average

Exercise Price

 

 

 

#

 

 

$

 

December 31, 2022

 

 

8,574,904

 

 

 

0.66

 

 

 

 

 

 

 

 

 

 

Granted

 

 

1,371,432

 

 

 

1.15

 

Exercised

 

 

(536,183 )

 

 

0.55

 

Forfeited

 

 

(11,826 )

 

 

1.15

 

 

 

 

 

 

 

 

 

 

June 30, 2023

 

 

9,398,327

 

 

 

0.75

 

 

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 $0.3 and $0.2 million from options exercised in the six months ended June 30, 2023, and June 30, 2022, respectively. Stock-based compensation expense from stock options was $0.2 million and $0.4 million for the three and six months ended June 30, 2023, and $0.3 million and $0.5 million for the three and six months ended June 30, 2022, respectively.

 

As of June 30, 2023, there was approximately $1.1 million of 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 2.0 years under the Option Plan.

 

As of June 30, 2023, outstanding stock options are as follows:  

 

 

 

Options Outstanding

 

 

Options Exercisable

Exercise

Price

 

 

Number

of Options

 

 

Weighted-average

Remaining Contractual

Life

 

 

Aggregate

Intrinsic

Value

 

 

Number

of

 Options

 

 

Weighted-average

Remaining Contractual

Life

 

 

Aggregate

Intrinsic

Value

 

Expiry

$

 

 

#

 

 

years

 

 

$

 

 

#

 

 

years

 

 

$

 

 

0.70

 

 

 

807,997

 

 

 

0.1

 

 

 

281,137

 

 

 

807,997

 

 

 

0.1

 

 

 

281,137

 

 

2023-08-20

0.69

 

 

 

716,674

 

 

 

0.5

 

 

 

260,182

 

 

 

716,674

 

 

 

0.5

 

 

 

260,182

 

 

2023-12-14

0.60

 

 

 

2,335,005

 

 

 

1.4

 

 

 

1,059,226

 

 

 

2,335,005

 

 

 

1.4

 

 

 

1,059,226

 

 

2024-11-05

0.48

 

 

 

2,681,881

 

 

 

2.4

 

 

 

1,540,507

 

 

 

1,894,002

 

 

 

2.4

 

 

 

1,087,939

 

 

2025-11-13

1.09

 

 

 

1,322,164

 

 

 

3.2

 

 

 

-

 

 

 

566,911

 

 

 

3.2

 

 

 

-

 

 

2026-08-27

1.68

 

 

 

175,000

 

 

 

3.7

 

 

 

-

 

 

 

58,333

 

 

 

3.7

 

 

 

-

 

 

2027-03-14

1.17

 

 

 

1,359,606

 

 

 

4.5

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

2028-01-04

0.75

 

 

 

9,398,327

 

 

 

2.2

 

 

 

3,141,052

 

 

 

6,378,922

 

 

 

1.6

 

 

 

2,688,484

 

 

 

 

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 six months ended June 30, 2023 (approximately US$1.05), that would have been received by the option holders had they exercised their options on that date. There were 6,541,557 in‑the‑money stock options outstanding and 5,753,678 in-the-money stock options exercisable as of June 30, 2023.

The fair value of stock options granted in the six months ended June 30, 2023 was determined using the Black-Scholes model with the following assumptions:

 

Stock Options Fair Value Assumptions

 

 2023

 

 

 

 

 

 Expected forfeiture rate

 

 

5.3 %

 Expected life (years)

 

 

4.0

 

 Expected volatility

 

 

74.7 %

 Risk free rate

 

 

3.5 %

 Expected dividend rate

 

 

-

 

 Weighted average exercise price (CAD$)

 

$ 1.55

 

 Black-Scholes value (CAD$)

 

$ 0.89

 

 

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:

 

Restricted Share Unit Activity

 

Outstanding

RSUs

 

 

Weighted-average

Grant Date

Fair Value

 

 

 

#

 

 

$

 

December 31, 2022

 

 

305,530

 

 

 

1.14

 

 

 

 

 

 

 

 

 

 

Granted

 

 

342,852

 

 

 

1.15

 

Forfeited

 

 

(2,957 )

 

 

1.15

 

 

 

 

 

 

 

 

 

 

June 30, 2023

 

 

645,425

 

 

 

1.14

 

 

Stock-based compensation expense from RSUs was $0.1 million and $0.2 million for the three and six months ended June 30, 2023, and $0.1 million and $0.2 million for the three and six months ended June 30, 2022, respectively. 

 

As of June 30, 2023, there was approximately $0.3 million of 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 1.4 years under the RSU&EI Plan.

As of June 30, 2023, outstanding RSUs were as follows:

 

Number

of RSUs

 

 

Weighted-average

Remaining

Contractual

Life

 

 

Aggregate

Intrinsic

Value

 

 

Redemption

Date

 

#

 

 

years

 

 

$

 

 

 

 

305,530

 

 

 

0.2

 

 

 

320,807

 

 

2023-08-27

 

339,895

 

 

 

1.5

 

 

 

356,890

 

 

2025-01-04

 

645,425

 

 

 

0.9

 

 

 

677,697

 

 

 

 

 

The fair value of restricted share units granted in the six months ended June 30, 2023 was determined using the Intrinsic Value Method with the following assumptions:

 

Restricted Share Unit Fair Value Assumptions

 

 2023

 

 

 

 

 

 Expected forfeiture rate

 

 

3.8 %

 Grant date fair value (CAD$)

 

$ 1.55

 

 

Warrants

 

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. 

 

In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 of our common shares at $1.50 per full share.

 

The following represents warrant activity during the period ended June 30, 2023:

 

Warrant Activity

 

 

Outstanding

Warrants

 

 

Number of

Shares to be

Issued

Upon Exercise

 

 

Per Share

Exercise Price

 

 

 

 

#

 

 

#

 

 

$

 

December 31, 2022

 

 

16,730,530

 

 

 

8,365,265

 

 

 

1.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Issued

 

 

39,100,000

 

 

 

19,550,000

 

 

 

1.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2023

 

 

55,830,530

 

 

 

27,915,265

 

 

 

1.46

 

 

No warrants were exercised in the six months ended June 30, 2023.

As of June 30, 2023, outstanding warrants were as follows:

 

Exercise

Price

 

 

Number

of Warrants

 

 

Weighted-average

Remaining

Contractual

Life

 

 

Aggregate

Intrinsic

Value

 

Expiry

$

 

 

#

 

 

 

years

 

 

$

 

 

 

1.35

 

 

 

16,730,530

 

 

 

0.6

 

 

 

-

 

 

2024-02-04

1.50

 

 

 

39,100,000

 

 

 

2.6

 

 

 

-

 

 

2026-02-21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.46

 

 

 

55,830,530

 

 

 

2.0

 

 

 

-

 

 

 

 

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. Estimated forfeitures and expected lives were based on actual historical experience.