CAPITAL STOCK

Authorized capital stock

The Company is authorized to issue an unlimited number of common shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

Issued capital stock

The significant transactions relating to capital stock issued for the three years ended December 31, 2016 are:


a)	In the year ended December 31, 2016, the Company issued 200,225 common shares under the Company’s “at-the-market” offering (the “ATM”) for proceeds of $0.54 million. In the year ended December 31, 2015 the Company issued 1,275,908 shares under the Company’s ATM for proceeds of $2.94 million.

On March 14, 2016, the Company completed a public offering of 5,031,250 units at a price of $2.40 per unit for gross proceeds of $12.08 million. Each Unit consisted of one common share and one half of one common share purchase warrant, or a total of 5,031,250 common shares and 2,515,625 warrants. Each warrant is exercisable until March 14, 2019 and entitles the holder thereof to acquire one common share upon exercise at an exercise price of US$3.20 per common share. These warrants are accounted for as a derivative liability, as the functional currency of the entity issuing the warrant is Cdn$.

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $2.09 million of fair value for the 2,515,625 warrants issued in connection with the public offering in March 2016.



Risk-free rate	1.15%
Expected life	3.0 years
Expected volatility	106.0%*
Expected dividend yield	0%


*	Expected volatility is measured based on the Company’s historical share price volatility over the expected life of the warrants.


c)	On May 27, 2016, the Company issued 1,212,173 shares to acquire the remaining 40% interest of the Roca Honda Joint Venture for share consideration of $2.68 million.


d)	On June 16, 2016 the Company issued 4,551,284 shares to acquire Alta Mesa with a value of $11.38 million.

On September 20, 2016, the Company completed a public offering of 8,337,500 units at a price of $1.80 per unit for gross proceeds of $15.01 million. Each Unit consisted of one common share and one half of one common share purchase warrant, or a total of 8,337,500 Shares and 4,168,750 Warrants. Each warrant is exercisable until September 20, 2021 and entitles the holder thereof to acquire one common share upon exercise at an exercise price of US$2.45 per common share. These warrants are accounted for as a derivative liability, as the functional currency of the entity issuing the warrant is Cdn$.

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $3.17 million of fair value for the 4,168,750 warrants issued in connection with the public offering in September 2016.



Risk-free rate	1.2%
Expected life	5.0 years
Expected volatility	145.2%*
Expected dividend yield	0%


*	Expected volatility is measured based on the Company’s historical share price volatility over the expected life of the warrants.


f)	On June 18, 2015 the Company issued 24,457,773 shares for the acquisition of Uranerz Energy Corp valued at $101.74 million.

Pursuant to the acquisition of Uranerz, the Company issued 617,832 EFI common shares valued at $2.57 million in satisfaction of an advisory fee. The value of the Energy Fuels' shares issued for the advisory fee was calculated using the share price of the Company’s common shares on the date the acquisition closed and these costs were expensed in the consolidated financial statements of the Company.

On June 25, 2015 the Company issued 271,604 EFI common shares valued at $1.36 million to former employees of Uranerz in consideration for termination liabilities. The value of the Energy Fuels' shares issued was calculated using the share price of the Company’s shares on the date the shares were issued. These costs were expensed in the consolidated financial statements of the Company.

Share Purchase Warrants

The Company has share purchase warrants denominated in Canadian dollars and US dollars.

The following table summarizes the Company’s share purchase warrants denominated in Cdn$:



Month Issued	Expiry Date	Exercise Price Cdn$	Warrants Outstanding
June 2012(1)	June 22, 2017	13.25	351,025
June 2013(1)	June 15, 2017	9.50	456,948


(1)	The expiration date for these warrants was extended by one year on March 24, 2016. The Company assessed the valuation using Black Scholes and determined there was no additional value to the warrants due to the extension of the expiry date.

The following table summarizes the Company’s share purchase warrants denominated in USD. These warrants are accounted for as derivative liabilities as the functional currency of the entity issuing the warrants is Cdn$.



Month Issued	Expiry Date	Exercise Price USD$	Warrants Outstanding	Fair value at December 31, 2016
June 2015 (1, 3)	January 25, 2017	6.28	1,224,000	—
March 2016 (1)	March 14, 2019	3.20	2,515,625	807
September 2016 (2)	September 20, 2021	2.45	4,168,750	3,105
				$	3,912

(1) These US dollar based warrants are classified as Level 2 under the fair value hierarchy (Note 13).

(2) These US dollar based warrants are classified as Level 1 under the fair value hierarchy as they are traded on an active market.

(3) These warrants expired unexercised on January 25, 2017.

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the less than $0.00 million of fair value for the 1,224,000 warrants at December 31, 2016.



Risk-free rate	0.44%
Expected life	0.1 years
Expected volatility	24.7%*
Expected dividend yield	0%

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $0.81 million of fair value for the 2,515,625 warrants at December 31, 2016.



Risk-free rate	1.2%
Expected life	2.2 years
Expected volatility	98.2%*
Expected dividend yield	0%


*	Expected volatility is measured based on the Company’s historical share price volatility over the expected life of the warrants.