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 during 2018, 2017, and 2016 are:

In the year ended December 31, 2018, the Company issued 14,283,254 common shares under the Company’s “at-the-market” offering (the “ATM”) for proceeds of $32.19 million. In the year ended December 31, 2017, the Company issued 7,202,479 common shares under the Company’s “at-the-market” offering (the “ATM”) for proceeds of $14.55 million. In the year ended December 31, 2016, the Company issued 200,225 common shares under the Company’s ATM for proceeds of $0.54 million.


b)	On August 14, 2018 the Company issued 1.10 million shares with a value of $3.74 million to acquire a production royalty on its Nichols Ranch, Hank and Doughstick properties.

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.


d)	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.


e)	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.

Share Purchase Warrants

The following table summarizes the Company’s share purchase warrants denominated in US dollars. These warrants are accounted for as derivative liabilities as the functional currency of the entity issuing the warrants, Energy Fuels Inc., is Canadian dollars.



Month Issued	Expiry Date	Exercise Price USD$	Warrants Outstanding	Fair value at December 31, 2018
March 2016 (1)	March 14, 2019	3.20	2,328,925	$	662
September 2016 (2)	September 20, 2021	2.45	4,167,480	5,621
				$	6,283

(1) These US dollar-based warrants are classified as Level 3 under the fair value hierarchy (Note 21).

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

The following weighted average assumptions were used for the Black-Scholes option pricing model to calculate the $0.66 million of fair value for the 2,328,925 warrants at December 31, 2018.



Risk-free rate	2.63%
Expected life	0.2 years
Expected volatility	80.5%*
Expected dividend yield	0%

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