| 13. 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 216,782,694shares and 170,253,752 shares were issued and outstanding as of December 31, 2021, and December 31, 2020, respectively.
During the year ended December 31, 2019, the Company exchanged 425,038common shares for vested RSUs. In addition, 323,618 stock options were exercised for proceeds of $0.2 million.
In August 2020, the Company closed a $4.68 million registered direct offering of 9,000,000 common shares and accompanying one-half common share warrants to purchase up to 4,500,000common shares, at a combined public offering price of $0.52 per common share and accompanying warrant, with gross proceeds to the Company of $4.68 million. After fees and expenses of $0.4 million, net proceeds to the Company were $4.3 million. The warrants have an exercise price of $0.75 per whole common share and will expire August 4, 2022. Because the warrants are priced in U.S. dollars and the functional currency of Ur-Energy Inc. is Canadian dollars, this creates a derivative financial liability. The fair value of the liability is recorded and adjusted monthly using the Black-Scholes technique described herein as there is no active market for the warrants. Any gain or loss is reflected in net income for the period.
During the year ended December 31, 2020, the Company sold 259,640 common shares through its At Market facility for $0.1 million, net of issue costs. The Company exchanged 356,071 common shares for vested RSUs. In addition, 159,982 stock options were exercised for proceeds of $0.1 million.
|
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: 33.3% on the first anniversary, 33.3% on the second anniversary, and 33.4% on the third anniversary of the grant. The term of the options is five years.
|
Activity with respect to stock options outstanding is summarized as follows: |
|
|
Outstanding |
|
|
Weighted-average |
|
Stock Option Activity |
|
Options |
|
|
exercise price |
|
|
|
# |
|
|
$ |
|
|
|
|
|
|
|
|
December 31, 2018 |
|
|
9,731,612 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,852,386 |
|
|
|
0.61 |
|
Exercised |
|
|
(323,618 |
) |
|
|
0.63 |
|
Forfeited |
|
|
(395,851 |
) |
|
|
0.71 |
|
Expired |
|
|
(787,946 |
) |
|
|
0.83 |
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
11,076,583 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
2,950,180 |
|
|
|
0.48 |
|
Exercised |
|
|
(159,982 |
) |
|
|
0.63 |
|
Forfeited |
|
|
(534,425 |
) |
|
|
0.64 |
|
Expired |
|
|
(1,421,932 |
) |
|
|
0.66 |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
11,910,424 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
1,322,164 |
|
|
|
1.14 |
|
Exercised |
|
|
(2,929,101 |
) |
|
|
0.62 |
|
Forfeited |
|
|
(219,055 |
) |
|
|
0.56 |
|
Expired |
|
|
(20,408 |
) |
|
|
0.57 |
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
10,064,024 |
|
|
$ |
0.68 |
|
|
The exercise price of a new grant is set at the closing price for the stock on the Toronto Stock Exchange (TSX) on the trading day immediately preceding the grant date so there is no intrinsic value as of the date of grant.
We received $1.8 million, $0.1 million, and $0.2 million from options exercised in the years ended December 31, 2021, 2020, and 2019, respectively.
Stock-based compensation expense from stock options was $0.7 million, $0.6 million, and $0.5 for the years ended December 31, 2021, 2020, and 2019, respectively.
As of December 31, 2021, there was approximately $1.2 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 2.1 years under the Option Plan.
|
|
As of December 31, 2021, outstanding stock options were 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 |
$ |
|
|
# |
|
|
|
|
|
$ |
|
|
# |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.58 |
|
|
|
200,000 |
|
|
|
0.7 |
|
|
|
128,441 |
|
|
|
200,000 |
|
|
|
0.7 |
|
|
|
128,441 |
|
|
2022-09-07 |
|
0.71 |
|
|
|
1,431,751 |
|
|
|
1.0 |
|
|
|
726,828 |
|
|
|
1,431,751 |
|
|
|
1.0 |
|
|
|
726,828 |
|
|
2022-12-15 |
|
0.61 |
|
|
|
200,000 |
|
|
|
1.2 |
|
|
|
122,109 |
|
|
|
200,000 |
|
|
|
1.2 |
|
|
|
122,109 |
|
|
2023-03-30 |
|
0.74 |
|
|
|
830,366 |
|
|
|
1.6 |
|
|
|
401,818 |
|
|
|
830,366 |
|
|
|
1.6 |
|
|
|
401,818 |
|
|
2023-08-20 |
|
0.72 |
|
|
|
726,674 |
|
|
|
2.0 |
|
|
|
363,144 |
|
|
|
726,674 |
|
|
|
2.0 |
|
|
|
363,144 |
|
|
2023-12-14 |
|
0.63 |
|
|
|
2,528,579 |
|
|
|
2.8 |
|
|
|
1,503,784 |
|
|
|
1,676,601 |
|
|
|
2.8 |
|
|
|
997,100 |
|
|
2024-11-05 |
|
0.50 |
|
|
|
2,824,490 |
|
|
|
3.9 |
|
|
|
2,037,460 |
|
|
|
941,491 |
|
|
|
3.9 |
|
|
|
679,149 |
|
|
2025-11-13 |
|
1.14 |
|
|
|
1,322,164 |
|
|
|
4.7 |
|
|
|
106,090 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
2026-08-27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.68 |
|
|
|
10,064,024 |
|
|
|
2.9 |
|
|
|
5,389,674 |
|
|
|
6,006,883 |
|
|
|
2.2 |
|
|
|
3,418,589 |
|
|
|
|
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 of CAD$1.54 (approximately US$1.22) as of the last trading day in the year ended December 31, 2021, that would have been received by the option holders had they exercised their options on that date. There were 10,064,024 in-the-money stock options outstanding and 6,006,883 in-the-money stock options exercisable as of December 31, 2021.
The fair value of the options on their respective grant dates was determined using the Black-Scholes model with the following assumptions:
|
Stock Options Fair Value Assumptions |
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expected forfeiture rate |
|
|
6.1 |
% |
|
|
6.1 |
% |
|
|
6.2 |
% |
|
5.8% - 6.0% |
|
|
5.3% - 6.0% |
|
| Expected life (years) |
|
|
3.9 |
|
|
|
3.9 |
|
|
|
3.7 |
|
|
3.7 -3.8 |
|
|
|
3.7 |
|
| Expected volatility |
|
|
69.5 |
% |
|
|
63.2 |
% |
|
|
58.6 |
% |
|
53.8% - 55.0% |
|
|
56.0% - 57.5% |
|
| Risk free rate |
|
|
0.7 |
% |
|
|
0.4 |
% |
|
|
1.6 |
% |
|
1.9% - 2.1% |
|
|
1.0% - 1.6% |
|
| Expected dividend rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
| Black-Scholes value (CAD$) |
|
$ |
0.74 |
|
|
$ |
0.30 |
|
|
$ |
0.35 |
|
|
$0.33 - $0.39 |
|
|
$0.32 - $0.44 |
|
|
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”). The RSU Plan was approved most recently by our shareholders on May 2, 2019. Amendments to the RSU Plan were approved by our shareholders on June 3, 2021, and the plan is now known as the Amended and Restated Restricted Share Unit and Equity Incentive Plan (the “RSU&EI Plan”).
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 vesting, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.
Activity with respect to RSUs outstanding is summarized as follows:
|
|
|
|
|
|
Weighted average |
|
|
|
Outstanding |
|
|
grant date |
|
Restricted Share Unit Activity |
|
RSUs |
|
|
fair value |
|
|
|
# |
|
|
$ |
|
|
|
|
|
|
|
|
December 31, 2018 |
|
|
985,496 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
713,106 |
|
|
$ |
0.61 |
|
Released |
|
|
(542,674 |
) |
|
$ |
0.68 |
|
Forfeited |
|
|
- |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
1,155,928 |
|
|
$ |
0.65 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
737,553 |
|
|
$ |
0.48 |
|
Released |
|
|
(475,086 |
) |
|
$ |
0.70 |
|
Forfeited |
|
|
(13,433 |
) |
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
1,404,962 |
|
|
|
0.54 |
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
305,530 |
|
|
|
1.14 |
|
Released |
|
|
(638,989 |
) |
|
|
0.63 |
|
Forfeited |
|
|
(59,843 |
) |
|
|
0.56 |
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
1,011,660 |
|
|
|
0.69 |
|
|
Stock-based compensation expense from RSUs was $0.4 million, $0.3 million, and $0.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
|
As of December 31, 2021, there was approximately $0.4 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 December 31, 2021, outstanding RSUs were as follows:
|
RSUs outstanding |
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
Aggregate |
|
|
|
|
Number |
|
|
contractual |
|
|
intrinsic |
|
|
Redemption |
|
of RSUs |
|
|
life (years) |
|
|
value |
|
|
Date |
|
# |
|
|
|
|
|
$ |
|
|
|
|
|
706,130 |
|
|
|
0.9 |
|
|
|
861,479 |
|
|
2022-11-13 |
|
|
305,530 |
|
|
|
1.7 |
|
|
|
372,747 |
|
|
2023-08-27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,011,660 |
|
|
|
1.1 |
|
|
|
1,234,226 |
|
|
|
|
|
The fair value of restricted share units on their respective grant dates was determined using the Black-Scholes model 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 September 2018, the Company issued 13,062,878 warrants to purchase 6,531,439of our common shares at $1.00 per whole common share. In August 2020, the Company issued 9,000,000 warrants to purchase 4,500,000 of our common shares at $0.75 per whole common share. In February 2021, the Company issued 16,930,530 warrants to purchase 8,465,265 of our common shares at $1.35 per whole common share.
Activity with respect to warrants outstanding is summarized as follows:
|
|
|
|
|
|
Number of |
|
|
|
|
|
|
Outstanding |
|
|
shares to be issued |
|
|
Per share |
|
Warrant Activity |
|
warrants |
|
|
upon exercise |
|
|
exercise price |
|
|
|
# |
|
|
# |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
| December 31, 2018 |
|
|
13,062,878 |
|
|
|
6,531,439 |
|
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issued |
|
|
- |
|
|
|
- |
|
|
|
- |
|
| Expired |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019 |
|
|
13,062,878 |
|
|
|
6,531,439 |
|
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued |
|
|
9,000,000 |
|
|
|
4,500,000 |
|
|
|
0.75 |
|
Expired |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020 |
|
|
22,062,878 |
|
|
|
11,031,439 |
|
|
|
0.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued |
|
|
16,930,530 |
|
|
|
8,465,265 |
|
|
|
1.35 |
|
Exercised |
|
|
(14,050,920 |
) |
|
|
(7,025,460 |
) |
|
|
0.98 |
|
Expired |
|
|
(573,958 |
) |
|
|
(286,979 |
) |
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
|
24,368,530 |
|
|
|
12,184,265 |
|
|
|
1.16 |
|
|
We received $6.9 million from warrants exercised in the year ended December 31, 2021. No warrants were exercised in the years ended December 31, 2020, and 2019. The unexercised portion of the 2018 warrants expired in 2021. |
|
As of December 31, 2021, the outstanding warrants were as follows: |
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
Aggregate |
|
|
|
|
Exercise |
|
|
Number |
|
|
contractual |
|
|
Intrinsic |
|
|
|
|
price |
|
|
of warrants |
|
|
life (years) |
|
|
Value |
|
|
Expiry |
|
$ |
|
|
# |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.75 |
|
|
|
7,638,000 |
|
|
|
0.6 |
|
|
|
1,794,930 |
|
|
2022-08-04 |
|
|
1.35 |
|
|
|
16,730,530 |
|
|
|
2.1 |
|
|
|
- |
|
|
2024-02-04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.16 |
|
|
|
24,368,530 |
|
|
|
1.6 |
|
|
|
1,794,930 |
|
|
|
|
|
The fair value of the warrants on their respective issue dates was determined using the Black-Scholes model with the following assumptions: |
Warrant Fair Value Assumptions on Issue Date |
|
2021 |
|
|
2020 |
|
|
2018 |
|
|
|
|
|
|
|
|
|
|
|
| Expected forfeiture rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
| Expected life (years) |
|
|
3.0 |
|
|
|
2.0 |
|
|
|
3.0 |
|
| Expected volatility |
|
|
69.3 |
% |
|
|
71.2 |
% |
|
|
55.2 |
% |
| Risk free rate |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
|
2.2 |
% |
| Expected dividend rate |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
| Black-Scholes value (CAD$) |
|
$ |
0.39 |
|
|
$ |
0.26 |
|
|
$ |
0.34 |
|
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Fair value calculations of 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. Forfeitures and expected lives were estimated based on actual historical experience.
Share-based compensation expense related to stock options and restricted share units is recognized net of estimated pre-vesting forfeitures, which results in expensing the awards that are ultimately expected to vest over the expected life.
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