Ur-Energy Inc 10-Q for FY2022 Q2
Ur-Energy Inc (URG)
About this 10-Q
Ur-Energy Inc filed this 10-Q on August 2, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $19K
- up 171.4% from $7000 a year earlier
- Net loss
- $353K
- compared with a net loss of $6.88M a year earlier
- Diluted EPS
- $0.00
- compared with -$0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD OF _________ TO _________. |
Commission File Number:
(Exact name of registrant as specified in its charter) |
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| Not Applicable | |
State or other jurisdiction of incorporation or organization |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol |
| Name of each exchange on which registered: |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer | ☐ | Smaller reporting company | |
Accelerated filer | ☐ | Emerging growth company | |
☒ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes
As of August 1, 2022, there were
UR-ENERGY INC.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
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When we use the terms “Ur-Energy,” “we,” “us,” or “our,” or the “Company” we are referring to Ur-Energy Inc. and its subsidiaries, unless the context otherwise requires. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section below for an explanation of these types of assertions.
Cautionary Statement RegardingForward-Looking Information
This report on Form 10-Q contains “forward-looking statements” within the meaning of applicable United States (“U.S.”) and Canadian securities laws, and these forward-looking statements can be identified by the use of words such as “expect,” “anticipate,” “estimate,” “believe,” “may,” “potential,” “intends,” “plans” and other similar expressions or statements that an action, event or result “may,” “could” or “should” be taken, occur or be achieved, or the negative thereof or other similar statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Such statements include, but are not limited to: (i) the ability to maintain safe and compliant reduced-level production operations at Lost Creek; (ii) the timing for completion of ongoing development and to determine future development and construction priorities at Lost Creek and Shirley Basin; (iii) the ability to ramp-up and transition to full or other warranted production levels in a timely and cost-effective manner when market and other conditions warrant; (iv) life of mine, costs and production results for Lost Creek and Shirley Basin, including as set forth in the respective Initial Assessment Technical Report Summary for each project; (v) the timing and outcome of final regulatory approvals of the amendments for uranium recovery at the LC East Project; (vi) continuing effects of supply-chain disruption and whether the Company will be able to anticipate and overcome such delays; (vii) the viability of our ongoing research and development efforts, including the timing and cost to implement and operate one or more of them; (viii) the ability to complete additional favorable uranium sales agreements including spot sales if the market warrants and as may be advantageous to the Company; (ix) resolution of the continuing challenges within the uranium market, including supply and demand projections; (x) the possible impacts of the Russian invasion of Ukraine on the global economy and more specifically on the nuclear fuel industry including U.S. uranium producers; (xi) the size and sustainability of impacts on the uranium market of recent physical funds and other depositories for purchases of uranium inventories; (xii) the impact of implementation of the U.S. uranium reserve program and the Company’s role in the program, including whether the Company’s bid proposal will be successful; (xiii) impacts on the global markets of climate change initiatives of nations and multi-national companies; (xiv) whether the proposed transaction of certain non-core assets will be completed, on what terms and timing; and (xv) whether our financing activities and cost-savings measures which we have implemented will be sufficient to support our operations and for what period of time. Additional factors include, among others, the following: challenges presented by current inventories and largely unrestricted imports of uranium products into the U.S.; future estimates for production; capital expenditures; operating costs; mineral resources, grade estimates and recovery rates; market prices; business strategies and measures to implement such strategies; competitive strengths; estimates of goals for expansion and growth of the business and operations; plans and references to our future successes; our history of operating losses and uncertainty of future profitability; status as an exploration stage company; the lack of mineral reserves; risks associated with obtaining permits and other authorizations in the U.S.; risks associated with current variable economic conditions; our ability to service our debt and maintain compliance with all restrictive covenants related to the debt facility and security documents; the possible impact of future debt or equity financings; the hazards associated with mining production operations; compliance with environmental laws and regulations; wastewater management; the possibility for adverse results in potential litigation; uncertainties associated with changes in law, government policy and regulation; uncertainties associated with a Canada Revenue Agency or U.S. Internal Revenue Service audit of any of our cross border transactions; changes in size and structure; the effectiveness of management and our strategic relationships; ability to attract and retain key personnel and management; uncertainties regarding the need for additional capital; sufficiency of insurance coverages; uncertainty regarding the fluctuations of quarterly results; foreign currency exchange risks; ability to enforce civil liabilities under U.S. securities laws outside the U.S.; ability to maintain our listing on the NYSE American and Toronto Stock Exchange (“TSX”); risks associated with the expected classification as a “passive foreign investment company” under the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended; risks associated with our investments and other risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K, dated March 9, 2022.
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Cautionary Note to Investors Concerning Disclosure of Mineral Resources
Unless otherwise indicated, all mineral resource estimates included in this report on Form 10-Q have been prepared in accordance with U.S. securities laws pursuant to Regulation S-K, Subpart 1300 (“S-K 1300”). Prior to these estimates, we prepared our estimates of mineral resources in accord with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for public disclosure an issuer makes of scientific and technical information concerning mineral projects. We are required by applicable Canadian Securities Administrators to file in Canada an NI 43‑101 compliant report at the same time we file an S-K 1300 technical report summary. The March 7, 2022, NI 43‑101 and S-K 1300 reports (for each of the Lost Creek Property and Shirley Basin Project) are substantively identical to one another except for internal references to the regulations under which the report is made, and certain organizational differences.
Investors should note that the term “mineral resource” does not equate to the term “mineral reserve.” Mineralization may not be classified as a “mineral reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under S-K 1300, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies. Additionally, as required under S-K 1300, our report on the Lost Creek Property includes two economic analyses to account for the chance that the inferred resources are not upgraded as production recovery progresses and the Company collects additional drilling data; the second economic analysis was prepared which excluded the inferred resources. The estimated recovery excluding the inferred resources also establishes the potential viability at the property, as detailed in the S-K 1300 report. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.
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PART I
Item 1. FINANCIAL STATEMENTS
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Interim Consolidated Balance Sheets |
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(the accompanying notes are an integral part of these consolidated financial statements) | |||
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Assets |
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Current assets |
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Inventory |
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Prepaid expenses |
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Assets held for sale |
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Total current assets |
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Non-current assets |
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Restricted cash |
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Mineral properties |
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Capital assets |
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Total non-current assets |
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Total assets |
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Liabilities and shareholders' equity |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Current portion of notes payable |
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Current portion of warrant liability |
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Environmental remediation accrual |
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Total current liabilities |
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Non-current liabilities |
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Notes payable |
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Lease liability |
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Asset retirement obligations |
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Warrant liability |
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Total non-current liabilities |
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Shareholders' equity |
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Share capital |
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Contributed surplus |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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| Table of Contents |
Ur-Energy Inc. | |||||
Interim Consolidated Statements of Operations and Comprehensive Loss |
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(expressed in thousands of U.S. dollars, except per share data) | |||||
(the accompanying notes are an integral part of these consolidated financial statements) | |||||
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Sales |
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Cost of sales |
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Gross loss |
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Operating costs |
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Warrant liability mark to market loss |
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Net loss |
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Foreign currency translation adjustment |
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Comprehensive loss |
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Loss per common share: |
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Weighted average common shares: |
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| Table of Contents |
Ur-Energy Inc. | |||||||
Interim Consolidated Statements of Changes in Shareholders' Equity | |||||||
(expressed in thousands of U.S. dollars, except share data) | |||||||
(the accompanying notes are an integral part of these consolidated financial statements) | |||||||
Six months ended June 30, |
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Shareholders' |
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2021 |
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December 31, 2020 |
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Exercise of stock options |
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Exercise of warrants |
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Shares issued for cash |
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Less amount assigned to warrant liablity |
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Comprehensive income (loss) |
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March 31, 2021 |
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Exercise of stock options |
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June 30, 2021 |
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| 7 |
| Table of Contents |
Ur-Energy Inc. | |||||||
Interim Consolidated Statements of Changes in Shareholders' Equity | |||||||
(expressed in thousands of U.S. dollars, except share data) | |||||||
(the accompanying notes are an integral part of these consolidated financial statements) | |||||||
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December 31, 2021 |
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Exercise of stock options |
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| 13 |
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| ( | ) |
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Exercise of warrants |
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| 13 |
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Shares issued for cash |
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| 13 |
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Less share issue costs |
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| 13 |
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| ( | ) |
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| ( | ) |
Stock compensation |
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Comprehensive income (loss) |
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March 31, 2022 |
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Exercise of stock options |
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| 13 |
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| ( | ) |
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Shares issued for cash |
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| 13 |
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Less share issue costs |
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| 13 |
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| - |
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| ( | ) |
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| ( | ) | |||
Stock compensation |
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| - |
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Comprehensive income (loss) |
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| - |
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| ( | ) |
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June 30, 2022 |
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| 8 |
| Table of Contents |
Ur-Energy Inc. | |||
Interim Consolidated Statements of Cash Flow |
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(expressed in thousands of U.S. dollars) | |||
(the accompanying notes are an integral part of these consolidated financial statements) |
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| Six months ended |
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| June 30, |
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| Note |
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| 2022 |
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| 2021 |
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Cash provided by (used for): |
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Operating activities |
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Net loss for the period |
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Items not affecting cash: |
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Stock based compensation |
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Net realizable value adjustments |
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Amortization of mineral properties |
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Depreciation of capital assets |
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Accretion expense |
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Amortization of deferred loan costs |
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Gain on loan forgiveness |
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Mark to market loss |
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| ( | ) |
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Unrealized foreign exchange loss |
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Accounts receivable |
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Inventory |
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| ( | ) |
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| ( | ) | |
Prepaid expenses |
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Accounts payable and accrued liabilities |
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Investing activities |
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Purchase of capital assets |
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| ( | ) |
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Financing activities |
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Issuance of common shares and warrants for cash |
|
| 13 |
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Share issue costs |
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| 13 |
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| ( | ) |
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| ( | ) |
Proceeds from exercise of warrants and stock options |
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Effects of foreign exchange rate changes on cash |
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Increase (decrease) in cash, cash equivalents, and restricted cash |
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Beginning cash, cash equivalents, and restricted cash |
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Ending cash, cash equivalents, and restricted cash |
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| 17 |
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| 9 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
1. Nature of Operations
Ur-Energy Inc. (the “Company”) was incorporated on March 22, 2004, under the laws of the Province of Ontario. The Company continued under the Canada Business Corporations Act on August 8, 2006. The Company is an exploration stage issuer, as defined by United States Securities and Exchange Commission (“SEC”). The Company is engaged in uranium mining and recovery operations, with activities including the acquisition, exploration, development, and production of uranium mineral resources located primarily in Wyoming. The Company commenced uranium production at its Lost Creek Project in Wyoming in 2013.
Due to the nature of the uranium recovery methods used by the Company on the Lost Creek Property, and the definition of “mineral reserves” under Subpart 1300 to Regulation S-K (“S-K 1300”), the Company has not determined whether the properties contain mineral reserves. This was true while the Company reported its mineral resources pursuant to Canadian National Instrument 43-101 (“NI 43-101”). The Company’s report The Lost Creek ISR Uranium Property, Sweetwater County, Wyoming, March 7, 2022 (the “Lost Creek Report”) outlines the potential viability of the Lost Creek Property. The recoverability of amounts recorded for mineral properties is dependent upon the discovery of economic resources, the ability of the Company to obtain the necessary financing to develop the properties and upon attaining future profitable production from the properties or sufficient proceeds from disposition of the properties.
2. Summary of Significant Accounting Policies
Basis of presentation
These interim consolidated financial statements do not conform in all respects to the requirements of U.S. generally accepted accounting principles (“US GAAP”) for annual financial statements. These interim consolidated financial statements reflect all normal adjustments which in the opinion of management are necessary for a fair presentation of the results for the periods presented. These interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2021. We applied the same accounting policies as in the prior year. Certain information and footnote disclosures required by US GAAP have been condensed or omitted in these interim consolidated financial statements.
3. Cash and Cash Equivalents
The Company’s cash and cash equivalents consist of the following:
Cash and cash equivalents |
| June 30, 2022 |
|
| December 31, 2021 |
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Cash on deposit |
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Money market funds |
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| 10 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
4. Inventory
The Company’s inventory consists of the following:
Inventory by Type |
| June 30, 2022 |
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| December 31, 2021 |
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Conversion facility inventory |
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Inventory by Duration |
| June 30, 2022 |
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| December 31, 2021 |
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Current portion of inventory |
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Non-current portion of inventory |
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Using lower of cost or net realizable value (“NRV”) calculations, the Company reduced the inventory valuation by $
5. Assets Held for Sale
A non-core, unpermitted, non-operating property held by Pathfinder Mines Corporation is presently considered to be an asset held for sale. The Company has a plan to sell the asset and is considering an offer consisting of cash and mineral properties. The asset’s mineral property cost as shown in the table below has been classified as assets held for sale as of June 30, 2022. There were no liabilities associated with the asset held for sale as of June 30, 2022.
| Net assets held for sale |
| June 30, 2022 |
|
| December 31, 2021 |
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| Assets held for sale |
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Mineral properties |
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6. Restricted Cash
The Company’s restricted cash consists of the following:
Restricted Cash |
| June 30, 2022 |
|
| December 31, 2021 |
| ||
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Cash pledged for reclamation |
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The Company’s restricted cash consists of money market accounts and short-term government bonds.
The bonding requirements for reclamation obligations on various properties have been reviewed and approved by the Wyoming Department of Environmental Quality (“WDEQ”), including the Wyoming Uranium Recovery Program (“URP”), and the Bureau of Land Management (“BLM”) as applicable. The restricted money market accounts are pledged as collateral against performance surety bonds, which secure the estimated costs of reclamation related to the properties. Surety bonds providing $
| 11 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
7. Mineral Properties
The Company’s mineral properties consist of the following:
|
| Lost Creek |
|
| Pathfinder |
|
| Other U.S. |
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| |||||
Mineral Properties |
| Property |
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| Mines |
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| Properties |
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| Total |
| ||||
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| ||||
December 31, 2021 |
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Depletion and amortization |
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| ( | ) |
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| ( | ) | ||
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June 30, 2022 |
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| ||||
Lost Creek Property
The Company acquired certain Wyoming properties in 2005 when Ur-Energy USA Inc. purchased
There is a royalty on each of the State of Wyoming sections under lease at the Lost Creek, LC West and EN Projects, as required by law. We are not recovering U3O8 within the State section under lease at Lost Creek and are therefore not subject to royalty payments currently. Other royalties exist on certain mining claims at the LC South, LC East and EN Projects. There are no royalties on the mining claims in the Lost Creek, LC North, or LC West Projects.
Pathfinder Mines Corporation
The Company acquired additional Wyoming properties when Ur-Energy USA Inc. closed a Share Purchase Agreement (“SPA”) with an AREVA Mining affiliate in 2013. Under the terms of the SPA, the Company purchased Pathfinder Mines Corporation (“Pathfinder”). Assets acquired in this transaction include the Shirley Basin mine, portions of the Lucky Mc mine, and development databases. Pathfinder was acquired for aggregate consideration of $
Other U.S. properties
Other U.S. properties include the acquisition costs of several prospective mineralized properties, which the Company continues to maintain through claim payments, lease payments, insurance, and other holding costs in anticipation of future exploration efforts.
| 12 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
8. Capital Assets
The Company’s capital assets consist of the following:
|
| June 30, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
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| Accumulated |
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| Net Book |
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| Accumulated |
|
| Net Book |
| ||||||||
Capital Assets |
| Cost |
|
| Depreciation |
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| Value |
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| Cost |
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| Depreciation |
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| Value |
| ||||||
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Rolling stock |
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| ( | ) |
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| ( | ) |
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Enclosures |
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| ( | ) |
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| ( | ) |
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Machinery and equipment |
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| ( | ) |
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| ( | ) |
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Furniture and fixtures |
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Information technology |
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Right of use assets |
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| ( | ) |
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9. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
Accounts Payable and Accrued Liabilities |
| June 30, 2022 |
|
| December 31, 2021 |
| ||
|
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| ||
Accounts payable |
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Accrued payroll liabilities |
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Accrued severance, ad valorem, and other taxes payable |
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10. Notes Payable
On October 15, 2013, the Sweetwater County Commissioners approved the issuance of a $
On October 1, 2019, the Sweetwater County Commissioners and the State of Wyoming approved an eighteen-month deferral of principal payments beginning October 1, 2019. On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months. Quarterly principal payments are scheduled to resume on October 1, 2022, and the last payment will be due on October 1, 2024.
| 13 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
The following table summarizes the Company’s current and long-term debt.
Current and Long-term Debt |
| June 30, 2022 |
|
| December 31, 2021 |
| ||
|
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| ||
| Current |
|
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| ||
State Bond Loan |
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| ||
Deferred financing costs |
|
| ( | ) |
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| ( | ) |
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| ||
| Long-term |
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State Bond Loan |
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| ||
Deferred financing costs |
|
| ( | ) |
|
| ( | ) |
|
|
|
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|
| ||
The schedule of remaining payments on outstanding debt as of June 30, 2022, is presented below.
Remaining Payments |
| Total |
|
| 2022 |
|
| 2023 |
|
| 2024 |
|
| Final payment | |||||
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| |||||
| State Bond Loan |
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| |||||
Principal |
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| ||||||
Interest |
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| Total |
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| |||||
11. Asset Retirement Obligations
Asset retirement obligations (“ARO”) relate to the Lost Creek mine and Shirley Basin project and are equal to the current estimated reclamation cost escalated at inflation rates ranging from
The present value of the estimated future closure estimate is presented in the following table.
Asset Retirement Obligations |
| Total |
| |
|
|
|
| |
December 31, 2021 |
|
|
| |
|
|
|
|
|
Accretion expense |
|
|
| |
|
|
|
|
|
June 30, 2022 |
|
|
| |
The restricted cash discussed in note 6 relates to the surety bonds provided to the governmental agencies for these and other reclamation obligations.
| 14 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
12. Warrant Liability
In August 2020, we issued
In February 2021, we issued
Because the warrants are priced in U.S. dollars and the functional currency of Ur-Energy Inc. is Canadian dollars, a derivative financial liability was created. The liability created, and adjusted monthly, is calculated using the Black-Scholes model described below as there is no active market for the warrants. Any gain or loss from the adjustment of the liability is reflected in net income for the period.
The Company’s warrant liabilities consist of the following:
|
| Aug-2020 |
|
| Feb-2021 |
|
|
|
| |||
Warrant Liability Activity |
| Warrants |
|
| Warrants |
|
| Total |
| |||
|
|
|
|
|
|
|
|
|
| |||
December 31, 2021 |
|
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| |||
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|
|
Warrants exercised |
|
| ( | ) |
|
|
|
|
| ( | ) | |
Mark to market revaluation gain |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Effects for foreign exchange rate changes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
|
| Aug-2020 |
|
| Feb-2021 |
|
|
|
|
| ||
Warrant Liability Duration |
| Warrants |
|
| Warrants |
|
| Total |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of warrant liability |
|
|
|
|
|
|
|
|
| |||
Warrant liability |
|
|
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|
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|
| |||
|
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|
June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
| 15 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
The fair value of the warrant liabilities on June 30, 2022, was determined using the Black-Scholes model with the following assumptions:
|
| Aug-2020 |
|
| Feb-2021 |
| ||
Black-Scholes Assumptions at June 30, 2022 | Warrants |
|
| Warrants |
| |||
|
|
|
|
|
|
| ||
| Expected forfeiture rate |
|
| % |
|
| % | ||
| Expected life (years) |
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| ||
| Expected volatility |
|
| % |
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| % | ||
| Risk free rate |
|
| % |
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| % | ||
| Expected dividend rate |
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| % |
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| % | ||
| Exercise price |
| $ |
|
| $ |
| ||
| Market price |
| $ |
|
| $ |
|
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
On February 4, 2021, the Company closed an underwritten public offering of
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.
| 16 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
Activity with respect to stock options is summarized as follows:
|
| Outstanding |
|
| Weighted-average |
| ||
Stock Option Activity |
| Options |
|
| exercise price |
| ||
|
| # |
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| $ |
| ||
|
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|
| ||
December 31, 2021 |
|
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| $ |
| ||
|
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Granted |
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| ||
Exercised |
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| ( | ) |
|
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| |
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|
June 30, 2021 |
|
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| $ |
| ||
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 $
Stock-based compensation expense from stock options was $
As of June 30, 2022, there was approximately $
| 17 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
As of June 30, 2022, outstanding stock options are as follows:
|
|
| Options outstanding |
|
| Options exercisable |
|
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| |||||||||||||||||||
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| Weighted- |
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| Weighted- |
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| average |
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| average |
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| |||||||
|
|
|
|
|
| remaining |
|
| Aggregate |
|
|
|
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| remaining |
|
| Aggregate |
|
|
| |||||||
Exercise |
|
| Number |
|
| contractual |
|
| intrinsic |
|
| Number |
|
| contractual |
|
| intrinsic |
|
|
| |||||||
price |
|
| of options |
|
| life (years) |
|
| value |
|
| of options |
|
| life (years) |
|
| value |
|
| Expiry | |||||||
$ |
|
| # |
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| $ |
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| # |
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| $ |
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| ||||||||
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| - |
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| - |
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| |||||||
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$
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 |
|
| % |
|
| % | ||
Expected life (years) |
|
|
|
|
|
| ||
Expected volatility |
|
| % |
|
| % | ||
Risk free rate |
|
| % |
|
| % | ||
Expected dividend rate |
|
| % |
|
| % | ||
Black-Scholes value (CAD$) |
| $ |
|
| $ |
| ||
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.
| 18 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
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 |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Granted |
|
| - |
|
|
|
| |
Released |
|
| - |
|
|
|
| |
Forfeited |
|
| - |
|
|
|
| |
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
|
|
|
| ||
Stock-based compensation expense from RSUs was $
As of June 30, 2022, there was approximately $
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 | ||||
# |
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|
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|
| $ |
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| |||||
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| |
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|
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|
| ||||
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 |
|
| % |
|
| % | ||
Grant date fair value (CAD$) |
| $ |
|
| $ |
| ||
| 19 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
Warrants
In August 2020, the Company issued
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 |
|
|
|
|
|
|
|
|
| |||
|
|
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|
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|
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|
|
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|
|
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Exercised |
|
| ( | ) |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2022 |
|
|
|
|
|
|
|
|
| |||
We received $
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 | |||||
$ |
|
| # |
|
|
|
|
| $ |
|
|
| |||||
|
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| ||||||
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| |||||
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.
| 20 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
14. Sales and Other Income
Revenue is primarily derived from the sale of U3O8 to domestic utilities under contracts or spot sales. There were no sales of U3O8, in the six months ended June 30, 2022, or June 30, 2021. Disposal billings were $
During March 2022, we sold a royalty interest related to Strata Energy’s Lance Uranium ISR Project for $
15. Cost of Sales
Cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs. These costs are also used to value inventory. The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales.
Cost of sales consists of the following:
|
| Three months ended |
|
| Six months ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
Cost of Sales |
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of product sales |
|
|
|
|
|
|
|
|
|
| ||||||
Lower of cost or NRV adjustments |
|
|
|
|
|
|
|
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| ||||
|
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| ||||
16. Operating Costs
Operating expenses include exploration and evaluation expense, development expense, general and administration (“G&A”) expense, and mineral property write-offs. Exploration and evaluation expense consists of labor and the associated costs of the exploration and evaluation departments as well as land holding and exploration costs including drilling and analysis on properties which have not reached the permitting or operations stage. Development expense relates to properties that have reached the permitting or operations stage and include costs associated with exploring, delineating, and permitting a property. Once permitted, development expense also includes the costs associated with the construction and development of the permitted property that are otherwise not eligible to be capitalized. G&A expense relates to the administration, finance, investor relations, land, and legal functions, and consists principally of personnel, facility, and support costs.
| 21 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
Operating costs consist of the following:
|
| Three months ended |
|
| Six months ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
Operating Costs |
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Exploration and evaluation |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Development |
|
|
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|
|
|
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|
| ||||
| General and administration |
|
|
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| ||||
| Accretion |
|
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| ||||
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| ||||
17. Supplemental Information for Statement of Cash Flows
Cash and cash equivalents, and restricted cash per the Statement of Cash Flows consists of the following:
Cash and Cash Equivalents, and Restricted Cash |
| June 30, 2022 |
|
| June 30, 2021 |
| ||
|
|
|
|
|
|
| ||
Cash and cash equivalents |
|
|
|
|
|
| ||
Restricted cash |
|
|
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|
| ||
|
|
|
|
|
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|
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| ||
Interest expense paid was $
18. Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, warrant liability and notes payable. The Company is exposed to risks related to changes in interest rates and management of cash and cash equivalents and short-term investments.
Credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and restricted cash. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts, and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. Of the amount held on deposit, approximately $
| 22 |
| Table of Contents |
Ur-Energy Inc. Condensed Notes to Consolidated Financial Statements June 30, 2022 |
(expressed in thousands of U.S. dollars unless otherwise indicated)
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due.
As of June 30, 2022, the Company’s current financial liabilities consisted of accounts payable and accrued liabilities of $
As of June 30, 2022, we had $
Sensitivity analysis
The Company has completed a sensitivity analysis to estimate the impact that a change in interest rates would have on the net loss of the Company. This sensitivity analysis shows that a change of +/- 100 basis points in interest rate would have a negligible effect on the six months ended June 30, 2022. The financial position of the Company may vary at the time that a change in interest rates occurs causing the impact on the Company’s results to vary.
19. Subsequent Event
Subsequent to June 30, 2022, the Company issued
| 23 |
| Table of Contents |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Business Overview
The following discussion is designed to provide information that we believe is necessary for an understanding of our financial condition, changes in financial condition, and results of our operations. The following discussion and analysis should be read in conjunction with the audited financial statements and MD&A contained in our Annual Report on Form 10-K for the year ended December 31, 2021.
Incorporated on March 22, 2004, Ur-Energy is an exploration stage issuer, as that term is defined by the SEC. We are engaged in uranium recovery and processing activities, including the acquisition, exploration, development and operation of uranium mineral properties in the U.S. We are operating our first in situ recovery uranium facility at our Lost Creek Project in Wyoming. Ur-Energy is a corporation continued under the Canada Business Corporations Act on August 8, 2006. Our Common Shares are listed on the TSX under the symbol “URE” and on the NYSE American under the symbol “URG.”
Ur-Energy has one wholly owned subsidiary, Ur-Energy USA Inc., incorporated under the laws of the State of Colorado. Ur-Energy USA Inc. has three wholly-owned subsidiaries: NFU Wyoming, LLC, a limited liability company formed under the laws of the State of Wyoming which acts as our land holding and exploration entity; Lost Creek ISR, LLC, a limited liability company formed under the laws of the State of Wyoming to operate our Lost Creek Project and hold our Lost Creek properties and assets; and Pathfinder Mines Corporation (“Pathfinder”), incorporated under the laws of the State of Delaware, which holds, among other assets, the Shirley Basin and Lucky Mc properties in Wyoming. Our material U.S. subsidiaries remain unchanged since the filing of our Annual Report on Form 10-K, dated March 9, 2022.
We utilize in situ recovery (“ISR”) of the uranium at our flagship project, Lost Creek, and will do so at other projects where possible. The ISR technique is employed in uranium extraction because it allows for an effective recovery of roll front uranium mineralization at a lower cost. At Lost Creek, we extract and process uranium oxide (“U3O8”) for shipping to a third-party conversion facility to be weighed, assayed and stored until sold. After sale, when further processed, the uranium we have produced fuels carbon-free, emissions-free nuclear power which is a cost-effective and reliable form of electrical power. Nuclear power is estimated to provide more than 50% of the carbon-free electricity in the U.S.
Our Lost Creek processing facility, which includes all circuits for the production, drying and packaging of U3O8 for delivery into sales transactions, is designed and approved under current licensing to process up to 1.2 million pounds of U3O8 annually from the Lost Creek wellfield. The processing facility has the physical design capacity and is licensed to process 2.2 million pounds of U3O8 annually, which provides additional capacity of up to one million pounds U3O8, to process material from other sources. We expect that the Lost Creek processing facility will be utilized to process captured U3O8 from our Shirley Basin Project for which we anticipate the need only for a satellite plant. However, the Shirley Basin permit and license allow for the construction of a full processing facility, providing greater construction and operating flexibility as may be dictated by market conditions.
Uranium Market Update
Increasing support for nuclear energy has been sustained as more governments understand it is a critical element to successfully address climate change. Growing numbers of countries are making commitments to net-zero emissions, including on more accelerated schedules than previously targeted. In the process, many nations and large companies are endorsing nuclear energy to meet such objectives, recognizing the safety, reliability, and economic advantages nuclear power presents. Supply-demand fundamentals continue to strengthen with the supply gap widening as secondary inventories decline while projections are for sustained growth of nuclear power through traditional uses and the construction of advanced reactors of various types. Additionally, projections for sustained growth of nuclear power globally in coming years has incentivized investment in the fuel cycle industries, through legislative programs and private and industrial capital.
| 24 |
| Table of Contents |
In the U.S., in late 2020, Congress approved the appropriation of $75 million for the establishment of a new national uranium reserve through which the Department of Energy (“DOE”), National Nuclear Security Administration (“NNSA”) is to purchase domestically produced uranium. A 2021 DOE request for information was issued for stakeholders to respond with data and input to support and define the establishment of the uranium reserve. Subsequently, in June 2022, NNSA issued a solicitation for proposals to purchase from uranium producers qualified under the solicitation up to one million pounds U3O8. Bid proposals are due to DOE NNSA on or before August 1, 2022. We have submitted a bid proposal to the NNSA. There can be no assurance that the Company will be a successful bidder.
The Biden Administration continues to prioritize climate change initiatives and its leaders have expressed an understanding that clean, carbon-free nuclear energy must be an integral part of those initiatives. Several pieces of federal legislation have been proposed which will support nuclear energy and the nuclear fuel cycle industries. We continue to see signs of increased bipartisan support for nuclear energy in Washington. Also, it appears that the U.S. utilities are beginning to understand the need for supply diversity in light of supply disruptions, general market conditions and geopolitical realities.
The Infrastructure Investment and Jobs Act (“Act”), signed into law in November 2021, contains several provisions supporting nuclear energy including, most importantly, a $6 billion Civil Nuclear Credit Program designed to prevent the premature closure of nuclear power plants. Nuclear power plants utilizing domestically sourced uranium products will be given priority funding under this program. The DOE issued guidance for submission of certifications and bids for the Program with submissions due in September 2022.
The Act also supports the Advanced Reactor Demonstration Program, the demonstration of clean hydrogen hubs including hubs powered by nuclear, advanced reactor siting feasibility studies for isolated communities and other nuclear based programs. When successfully implemented, the Act will extend the life of existing reactors and potentially expand uses for nuclear technology, both of which will result in stronger demand for uranium-based fuel.
In April 2022, Senator Manchin (D-W.Va.), introduced a bipartisan bill titled The International Nuclear Energy Act of 2022 with the stated goal of establishing an Executive Office for Nuclear Energy Policy to promote engagement with ally and partner nations to develop a civil nuclear export strategy and offset China and Russia’s growing influence on international nuclear energy development. Also, numerous states in the U.S. have passed legislation supporting nuclear power.
Globally, several countries including China, Japan, France and England are ramping up power plant construction, reactor life extensions and/or research activities. As a result of these and other developments in the U.S. and abroad, uranium pricing has increased significantly over the past year. Spot market prices continue to experience volatility, but through Q2 per-pound prices continued in the upper $40s and $50s. While generally lagging behind spot price increases, term pricing has also continued to strengthen.
Although it is likely that all uranium producers returning to production may face challenges in today’s inflationary and supply-chain driven world, we believe that the steps we have taken throughout the past several years to optimize our processes in both the Lost Creek wellfield and plant, conduct routine maintenance and further cross train our experienced staff will facilitate an orderly return to production when market conditions warrant. As described below, our advanced wellfield preparations and research and development work should assist to streamline the path to full production.
| 25 |
| Table of Contents |
The short- and long-term worldwide implications of the Russian invasion of Ukraine are difficult to predict. In addition to the adverse economic and other effects felt beyond the borders of Ukraine, the war may result in impacts felt more directly by the nuclear fuel industries and uranium producers specifically. The imposition of sanctions on Russia by the U.S. and other countries has resulted in counter measures by Russia and may result in additional counter sanctions including the possible termination of exports of enriched uranium from Russia to the U.S. As described above, several pieces of legislation to prohibit Russian imports of uranium have been introduced in Congress. Russia has historically and very recently shown its willingness to utilize energy resources as foreign policy “tools” in its relations with European nations, creating supply disruptions and leveraging punitive pricing. Consistent with that practice, Russia may influence Kazakhstan and Uzbekistan to halt uranium exports to the U.S. or otherwise interfere with the shipments to the U.S. Trade restrictions related to nuclear fuel, especially in the current market with limited sources of uranium, could result in a reordering of global supply and higher sales prices; especially in the short-term. The long-term impact on the market is equally unpredictable, however. Finland has halted construction of a reactor project led by Russia and other countries may follow suit. If sufficient new builds are cancelled, the long-term fuel demand could be adversely impacted. Conversely, some countries, especially those which are not energy independent, may find it desirable to move away from imported fossil fuels in favor of domestic nuclear power.
Mineral Rights and Properties
We have 12 U.S. uranium properties. Ten of our uranium properties are in the Great Divide Basin, Wyoming, including Lost Creek. Currently, we control nearly 1,800 unpatented mining claims and three State of Wyoming mineral leases for a total of more than 35,000 acres in the area of the Lost Creek Property, including the Lost Creek permit area (the “Lost Creek Project”), and certain adjoining properties referred to as LC East, LC West, LC North, LC South and EN Project areas (collectively, with the Lost Creek Project, the “Lost Creek Property”). Our Shirley Basin Project permit area, also in Wyoming, comprises nearly 1,800 acres of Company-controlled mineral acres.
Lost Creek Property
Lost Creek continues to operate at reduced production levels, which have allowed us to sustain operating cost reductions at Lost Creek, while continuing to conduct preventative maintenance and optimize processes in preparation for ramp up to full production rates.
An advance development program at Lost Creek was implemented in late 2021, with the intent to significantly improve our ability to quickly return to production when ramp-up occurs. Specifically, we commenced a drilling and construction program to complete the development of the fourth header house in MU2 (HH 2‑4). The header house, and its associated drilling and wellfield development, is expected to be complete in 2022 and be ready for production. We have ordered all necessary equipment to construct the fifth header house (HH 2‑5) and the long-lead items for the sixth header house in MU2. We are nearly finished with a delineation drill program to assist with further wellfield design within MU2. This includes delineation drilling for HHs 2-4 through 2-9. Together with our optimization of plant processes, these wellfield programs will significantly advance our readiness and shorten the time frame to production when ramp-up occurs.
The first two mine units at Lost Creek (MU1 and MU2) have all appropriate permits necessary for a return to operations, including new production resulting from the ongoing MU2 advance development program, when ramp up occurs. We have received Wyoming Uranium Recovery Program (“URP”) approval of the amendment to the Lost Creek source material license to include recovery from the LC East Project (HJ and KM horizons) immediately adjacent to the Lost Creek Project and additional HJ horizons at the Lost Creek Project. Currently, we await only approval by the Wyoming Department of Environmental Quality, Land Quality Division (“LQD”) of the amendment to the Lost Creek permit to mine adding HJ and KM horizons at LC East and HJ mine units at Lost Creek. We anticipate the LQD review will be complete in 2022.
| 26 |
| Table of Contents |
Shirley Basin Project
Our Shirley Basin Project stands construction ready, having received the source material license, permit to mine, and aquifer exemption for the project in 2021. These approvals represent the final major permits required to begin construction of the Shirley Basin Project. Situated in an historic mining district, the project has existing access roads, power, waste disposal facility and shop buildings onsite. Delineation and exploration drilling were completed historically, and wellfield, pipeline and header house layouts are finalized. Additional, minor on-the-ground preparations have been completed since the authorizations were received.
Research and Development
We are actively engaged in several research and development (“R&D”) projects with the overall objective to introduce new methods of cost-effective technology to our Lost Creek Project, and to Shirley Basin when it is constructed. The technologic advances are at varying stages of development, although if analyses continue to be successful, we anticipate that one or more may be implemented in 2022. The development projects include a new material for injection wells and related well installation process, for which a provisional patent has been filed with the U.S. Patent Office. During 2022 Q2, we received WDEQ authorization to proceed with field testing the materials and engineering, and testing has commenced. Although the technology will not be used for production wells, it will be used for injection wells which generally represent approximately 65% of the wells throughout wellfields designed with traditional “five-spot” recovery patterns. In addition to its relatively low cost and availability of materials in the midst of current supply chain challenges, the proposed method, if proven out, is expected to reduce drill rig time on injection wells by about 70% and reduce environmental impacts. It is anticipated that the cost savings from reduced drill rig time will be partially offset by the need for additional in-house labor.
Work continues on engineering of an advanced water treatment system. Beyond water recycling gains already achieved with our industry-leading Class V circuit, the new system may allow an additional 90% reduction of disposed water. This project is in advanced-stage analyses expected to be completed by 2022 Q4. The value of increasing the rate of recycling is that less wastewater requiring disposal will be generated, which would allow us to minimize the number of additional deep disposal wells required at Lost Creek and, in turn, recycle the majority of that fluid as clean, Class V, injectate. As contemplated, the system will also provide enhanced water filtration of injection fluids which will allow for removal of existing and future header house filtration systems.
Casper Operations Headquarters
Work continues on the development and construction of our new operations headquarters in Casper, Wyoming which will serve our ongoing and future Wyoming operations as well as mineral exploration and development projects. We are working with our contractor to advance the completed design work for a multipurpose building which will allow for centralized construction activities as well as housing our shared services chemistry laboratory. Construction is expected to commence summer 2022 and be complete in approximately seven to nine months. The additional facility will allow us to construct header houses for Lost Creek and, when built and operational, Shirley Basin. Building, wiring and automating header houses in Casper, as well as other construction activities, will provide numerous safety, environmental and financial advantages to our operations.
Changes in Senior Leadership
On June 2, 2022, Jeffrey T. Klenda, the Company’s Chairman and President retired. John W. Cash, who was named Chief Executive Officer and was appointed to serve as a member of the Board of Directors effective March 1, 2022, was elected as a Director at the Company’s annual shareholders meeting on June 2, 2022. Thereafter, the Board of Directors named Mr. Cash the Chairman of the Board. Following Mr. Klenda’s retirement, Mr. Cash assumed the role of President of the Company.
| 27 |
| Table of Contents |
Results of Operations
Reconciliation of Non-GAAP measures with US GAAP financial statement presentation
The U3O8 and cost per pound measures included in the following table do not have a standardized meaning within US GAAP or a defined basis of calculation. These measures are used by management to assess business performance and determine production and pricing strategies. They may also be used by certain investors to evaluate performance.
The following table provides information on our production and ending inventory of U3O8 pounds.
U3O8 Production and Ending Inventory
|
| Unit |
|
| 2021 Q3 |
|
| 2021 Q4 |
|
| 2022 Q1 |
|
| 2022 Q2 |
|
| YTD 2022 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
U3O8 Production |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Pounds captured |
| lb |
|
|
| 70 |
|
|
| 74 |
|
|
| 83 |
|
|
| 83 |
|
|
| 166 |
| |
Pounds drummed |
| lb |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Pounds shipped |
| lb |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Pounds purchased |
| lb |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
U3O8 Ending Inventory |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Pounds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
In-process inventory |
| lb |
|
|
| 999 |
|
|
| 1,069 |
|
|
| 1,146 |
|
|
| 1,223 |
|
|
|
|
| |
Plant inventory |
| lb |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
| |
Conversion inventory - produced |
| lb |
|
|
| 267,049 |
|
|
| 267,049 |
|
|
| 267,049 |
|
|
| 267,049 |
|
|
|
|
| |
Conversion inventory - purchased |
| lb |
|
|
| 16,741 |
|
|
| 16,741 |
|
|
| 16,741 |
|
|
| 16,741 |
|
|
|
|
| |
|
| lb |
|
|
| 284,789 |
|
|
| 284,859 |
|
|
| 284,936 |
|
|
| 285,013 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
In-process inventory |
| $000 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
| |
Plant inventory |
| $000 |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
| |
Conversion inventory - produced |
| $000 |
|
| $ | 7,486 |
|
| $ | 7,488 |
|
| $ | 7,488 |
|
| $ | 7,488 |
|
|
|
|
| |
Conversion inventory - purchased |
| $000 |
|
| $ | 435 |
|
| $ | 435 |
|
| $ | 435 |
|
| $ | 435 |
|
|
|
|
| |
|
|
| $000 |
|
| $ | 7,921 |
|
| $ | 7,923 |
|
| $ | 7,923 |
|
| $ | 7,923 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost per Pound |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-process inventory |
| $/lb |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
| |
Plant inventory |
| $/lb |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
|
|
|
| |
Conversion inventory - produced |
| $/lb |
|
| $ | 28.03 |
|
| $ | 28.04 |
|
| $ | 28.04 |
|
| $ | 28.04 |
|
|
|
|
| |
Conversion inventory - purchased |
| $/lb |
|
| $ | 25.98 |
|
| $ | 25.98 |
|
| $ | 25.98 |
|
| $ | 25.98 |
|
|
|
|
| |
|
| $/lb |
|
| $ | 27.81 |
|
| $ | 27.81 |
|
| $ | 27.81 |
|
| $ | 27.81 |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Produced conversion inventory detail: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ad valorem and severance tax |
| $/lb |
|
| $ | 0.59 |
|
| $ | 0.59 |
|
| $ | 0.59 |
|
| $ | 0.59 |
|
|
|
|
| |
Cash cost |
| $/lb |
|
| $ | 18.59 |
|
| $ | 18.60 |
|
| $ | 18.60 |
|
| $ | 18.60 |
|
|
|
|
| |
Non-cash cost |
| $/lb |
|
| $ | 8.85 |
|
| $ | 8.85 |
|
| $ | 8.85 |
|
| $ | 8.85 |
|
|
|
|
| |
|
| $/lb |
|
| $ | 28.03 |
|
| $ | 28.04 |
|
| $ | 28.04 |
|
| $ | 28.04 |
|
|
|
|
| |
| 28 |
| Table of Contents |
During 2020, we intentionally reduced production operations at Lost Creek in response to the depressed state of the uranium market at that time. As a result, production rates declined significantly and will remain low until a decision to ramp up is made. Recent spot price improvements are encouraging and long-term contract pricing necessary to support a ramp up decision has slowly improved, although not to a point sufficient to support a decision to ramp up.
As of June 30, 2022, we had approximately 283,790 pounds of U3O8 at the conversion facility including 267,049 produced pounds at an average cost per pound of $28.04, and 16,741 purchased pounds at an average cost per pound of $25.98.
Three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021
The following table summarizes the results of operations for the three and six months ended June 30, 2022, and 2021:
|
| Three months ended |
|
| Six months ended |
| ||||||||||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||||||||||
|
| 2022 |
|
| 2021 |
|
| Change |
|
| 2022 |
|
| 2021 |
|
| Change |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Sales |
|
| 19 |
|
|
| 7 |
|
|
| 12 |
|
|
| 19 |
|
|
| 7 |
|
|
| 12 |
|
| Cost of sales |
|
| (1,662 | ) |
|
| (1,835 | ) |
|
| 173 |
|
|
| (3,384 | ) |
|
| (3,508 | ) |
|
| 124 |
|
Gross profit (loss) |
|
| (1,643 | ) |
|
| (1,828 | ) |
|
| 185 |
|
|
| (3,365 | ) |
|
| (3,501 | ) |
|
| 136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating costs |
|
| (3,460 | ) |
|
| (2,777 | ) |
|
| (683 | ) |
|
| (6,758 | ) |
|
| (4,589 | ) |
|
| (2,169 | ) |
Loss from operations |
|
| (5,103 | ) |
|
| (4,605 | ) |
|
| (498 | ) |
|
| (10,123 | ) |
|
| (8,090 | ) |
|
| (2,033 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net interest expense |
|
| (163 | ) |
|
| (187 | ) |
|
| 24 |
|
|
| (337 | ) |
|
| (376 | ) |
|
| 39 |
|
| Warrant mark to market gain (loss) |
|
| 4,888 |
|
|
| (2,920 | ) |
|
| 7,808 |
|
|
| 1,915 |
|
|
| (6,324 | ) |
|
| 8,239 |
|
| Foreign exchange gain (loss) |
|
| 21 |
|
|
| (71 | ) |
|
| 92 |
|
|
| 10 |
|
|
| (367 | ) |
|
| 377 |
|
| Other income |
|
| 4 |
|
|
| 904 |
|
|
| (900 | ) |
|
| 1,254 |
|
|
| 906 |
|
|
| 348 |
|
Net loss |
|
| (353 | ) |
|
| (6,879 | ) |
|
| 6,526 |
|
|
| (7,281 | ) |
|
| (14,251 | ) |
|
| 6,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
|
| 158 |
|
|
| 34 |
|
|
| 124 |
|
|
| 50 |
|
|
| 253 |
|
|
| (203 | ) |
Comprehensive loss |
|
| (195 | ) |
|
| (6,845 | ) |
|
| 6,650 |
|
|
| (7,231 | ) |
|
| (13,998 | ) |
|
| 6,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| - |
|
|
| (0.04 | ) |
|
| 0.04 |
|
|
| (0.03 | ) |
|
| (0.08 | ) |
|
| 0.05 |
|
Diluted |
|
| - |
|
|
| (0.04 | ) |
|
| 0.04 |
|
|
| (0.03 | ) |
|
| (0.08 | ) |
|
| 0.05 |
|
Sales
There were no sales of U3O8 in the first six months of 2022 or 2021. We billed disposal fees of $19 thousand during Q2 2022 and $7 thousand in Q2 2021.
Cost of Sales
Cost of sales per the financial statements includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs. These costs are also used to value inventory. The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales in the financial statements. NRV adjustments, if any, are excluded from the U3O8 cost of sales and U3O8 cost per pound sold figures because they relate to the pounds of U3O8 in ending inventory and do not relate to the pounds of U3O8 sold during the period.
In the three and six months ended June 30, 2022, and June 30, 2021, cost of sales per the financial statements included $1.7 million and $3.4 million for 2022 and $1.8 million and $3.5 million for 2021, respectively, in lower of cost or NRV adjustments. With production rates held to intentionally lower levels, virtually all production costs during 2022 and 2021 were charged to cost of sales as NRV adjustments.
| 29 |
| Table of Contents |
Gross Profit (Loss)
The gross losses per the financial statements for the three and six months ended June 30, 2022 were $1.6 million and $3.4 million, respectively. For the three and six months ended June 30, 2021 were $1.8 million and $3.5 million, respectively. The losses were composed of NRV adjustments less the disposal fee revenue.
Operating Costs
Operating costs include exploration and evaluation expense, development expense, general and administration expense, and accretion expense.
The following table summarizes the operating costs for the three and six months ended June 30, 2022, and 2021:
|
| Three months ended |
|
| Six months ended |
| ||||||||||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||||||||||
Operating Costs |
| 2022 |
|
| 2021 |
|
| Change |
|
| 2022 |
|
| 2021 |
|
| Change |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Exploration and evaluation |
|
| 460 |
|
|
| 693 |
|
|
| (233 | ) |
|
| 999 |
|
|
| 1,156 |
|
|
| (157 | ) |
Development |
|
| 1,328 |
|
|
| 333 |
|
|
| 995 |
|
|
| 1,949 |
|
|
| 465 |
|
|
| 1,484 |
|
General and administration |
|
| 1,559 |
|
|
| 1,628 |
|
|
| (69 | ) |
|
| 3,585 |
|
|
| 2,722 |
|
|
| 863 |
|
Accretion |
|
| 113 |
|
|
| 123 |
|
|
| (10 | ) |
|
| 225 |
|
|
| 246 |
|
|
| (21 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,460 |
|
|
| 2,777 |
|
|
| 683 |
|
|
| 6,758 |
|
|
| 4,589 |
|
|
| 2,169 |
|
Total operating costs of $3.5 million in 2022 Q2 were $0.7 million more than operating costs in 2021 Q2. Total operating costs for the six months ended June 30, 2022, and June 30, 2021 were $6.8 million and $4.6 million respectively. The increase was primarily due to the MU2 advance development program being conducted at Lost Creek and the payment of bonuses in 2022. Bonuses paid were lower and there were no advance development costs incurred in the first six months ended June 30, 2021.
Exploration and evaluation expense consists of labor and the associated costs of the exploration, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage. Total exploration and evaluation expense decreased approximately $0.2 million in 2022 Q2 and $0.2 million for the six months ended June 30, 2022, compared to the comparable periods in 2021. The difference was due to the transfer of a corporate officer to the general and administrative department when he assumed the role of Chief Executive Officer and timing differences related to bonus payments.
Development expense includes costs incurred at the Lost Creek Project not directly attributable to production activities, including wellfield construction, drilling, and development costs. It also includes costs associated with the Shirley Basin Project, which is in a more advanced stageand has also been classified as a development project. The $1.0 million and $1.5 million increases in development expense for the three and six months ended June 30, 2022, respectively, relate to the MU2 advance development program currently underway. Drilling, drilling supplies, and related service costs accounted for most of the increase.
| 30 |
| Table of Contents |
General and administration expense relates to the administration, finance, investor relations, land, and legal functions, and consists principally of personnel, facility, and support costs. The $0.9 million increase for the six months ended June 30, 2022 included an increase in labor related costs ($0.5 million), stock based compensation ($0.2 million), and increased professional services ($0.1 million).
Other Income and Expenses
Net interest expense remained consistent in 2022.
For the three months and six months ended June 30, 2022, the warrant liability mark to market gain was $4.9 million and $1.9 million, respectively. As a part of the September 2018 underwritten public offering, the August 2020 registered direct offering, and the February 2021 underwritten public offering, we sold warrants that were priced in U.S. dollars. Because the functional currency of Ur-Energy Inc. is Canadian dollars, a derivative financial liability was created. The liability was originally calculated, and is revalued monthly, using the Black-Scholes model as there is no active market for the warrants. Any gain or loss resulting from the revaluation of the liability is reflected in other income and expenses for the period. During Q2 2021, the Company’s stock price, volatility, and other factors used in the Black-Scholes model rose significantly, leading to a significant increase in the warrant liability and corresponding mark to market losses. In 2022, these same factors decreased significantly as well as there being fewer outstanding warrants due to exercises and expirations which resulted in a gain in 2022.
As a result of the February 2021 underwritten public offering, the Company received approximately $13.9 million in net proceeds from the offering. Because the functional currency of the Ur‑Energy Inc. entity is Canadian dollars, the entity’s USD bank account is revalued into Canadian dollars and any gain or loss resulting from changes in the currency rates is reflected in other income and expenses for the period. For the six months ended June 30, 2021, the average USD balance in the entity’s bank accounts was substantially higher and resulted in a loss from the change in foreign exchange rates. For the six months ended June 30, 2022, there was substantial volatility in the exchange rate and resulted in a gain from the change in foreign exchange rates.
During March 2022, we sold a royalty interest related to Strata Energy’s Lance Uranium ISR Project for $1.3 million. There were no assets related to the royalty on our balance sheet therefore the entire amount was recognized as other income.
Earnings (loss) per Common Share
The basic and diluted losses per common share for the three and six months ended June 30, 2022, was nil and $0.03, respectively. For the three and six months ended June 30, 2021, the loss per share was $0.04 and $0.08, respectively. The diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities in periods of loss.
Liquidity and Capital Resources
Cash, cash equivalents, and restricted cash decreased from the December 31, 2021, balance of $54.2 million to $51.3 million as of June 30, 2022. Cash resources consist of Canadian and U.S. dollar denominated deposit and money market accounts, and U.S. treasury bills. During the six months ended June 30, 2022, we used $6.4 million for operating activities, had minimal investing activities, and generated $3.7 million from financing activities.
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Operating activities used $6.4 million of cash for the six months ended June 30, 2022. We spent $1.9 million on production related cash costs and operating costs consumed $5.8 million of cash. This was partially offset by the $1.3 million received from the sale of the royalty interest.
Investing activities used less than $0.1 million during the period.
Financing activities provided $3.7 million of cash in 2022. We received net proceeds of $3.3 million from the sale of common shares through our At Market Facility and $0.4 million from the exercise of warrants and stock options.
Wyoming State Bond Loan
On October 23, 2013, we closed a $34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”). The State Bond Loan calls for payments of interest at a fixed rate of 5.75% per annum on a quarterly basis, which commenced January 1, 2014. The principal was to be payable in 28 quarterly installments, which commenced January 1, 2015. The State Bond Loan is secured by all the assets at the Lost Creek Project. As of June 30, 2022, the balance of the State Bond Loan was $12.4 million.
On October 1, 2019, the Sweetwater County Commissioners and the State of Wyoming approved an eighteen-month deferral of principal payments beginning October 1, 2019. On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months. Quarterly principal payments are scheduled to resume on October 1, 2022, and the last payment will be due on October 1, 2024.
Universal Shelf Registration and At Market Facility
On May 15, 2020, we filed a universal shelf registration statement on Form S-3 with the SEC through which we may offer and sell, from time to time, in one or more offerings, at prices and terms to be determined, up to $100 million of our Common Shares, warrants to purchase our Common Shares, our senior and subordinated debt securities, and rights to purchase our Common Shares and/or senior and subordinated debt securities. The registration statement became effective May 27, 2020, for a three-year period.
On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), relating to our Common Shares. On June 7, 2021, we amended and restated the Sales Agreement to include Cantor Fitzgerald & Co. (“Cantor,” and together with B. Riley Securities, the “Agents”) as a co-agent. Under the Sales Agreement, as amended, we may, from time to time, issue and sell Common Shares at market prices on the NYSE American or other U.S. market through the agents for aggregate sales proceeds of up to $50 million.
On November 23, 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC through which we may offer and sell, from time to time, in one or more offerings, at prices and terms to be determined, up to $100 million of our Common Shares, warrants to purchase our Common Shares, our senior and subordinated debt securities, and rights to purchase our Common Shares and/or senior and subordinated debt securities. The registration statement became effective December 17, 2021, for a three-year period.
On December 17, 2021, we entered into an amendment to the Sales Agreement (“Amendment No. 1” and together with the Sales Agreement, the “Amended Sales Agreement”) with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement. As of August 1, 2022, we have issued and sold 1,884,309 common shares having aggregate gross proceeds of approximately $3.3 million since December 17, 2021, under the Amended Sales Agreement.
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For the three and six months ended June 30, 2022, we utilized the Amended Sales Agreement for gross proceeds of $1.2 million and $3.3 million, respectively.
2021 Underwritten Public Offering
On February 4, 2021, the Company closed a $15.2 million underwritten public offering of 16,930,530 common shares and accompanying one-half common share warrants to purchase up to 8,465,265 common shares, at a combined public offering price of $0.90 per common share and accompanying one-half common share warrant. 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.
Liquidity Outlook
As of August 1, 2022, we had $42.2 million of cash and cash equivalents. In addition to our cash position, our finished, ready-to-sell, conversion facility inventory, worth approximately $15.7 million at recent spot prices, is immediately realizable, if necessary. We do not anticipate selling our existing finished-product inventory in the next 12 months unless it is advantageous to do so.
Looking Ahead
The surge in interest by investors, policy- and lawmakers, and climate-change advocates in all things nuclear continues in 2022. Global recognition of nuclear energy’s role in achieving net-zero carbon emissions continues to be more widely accepted. Japan, several member nations of the European Union, and the United Kingdom have all recently made announcements of action plans making nuclear energy an integral part of the climate change solution. The Biden Administration also continues to voice support for clean energy and the nuclear industry.
The DOE uranium reserve has moved forward: in June 2022, DOE NNSA issued a solicitation for proposal to purchase qualified domestically produced uranium. We have submitted a bid proposal. Although there can be no assurance that the Company will be a successful bidder, our existing inventory has been classified as current, reflecting our intention to participate in the bidding process.
The sustained support for nuclear energy has prompted financial funds and uranium ETFs to purchase uranium inventories thereby supporting the uranium spot price. It has been a year since the Sprott Physical Uranium Trust (“SPUT”) began its purchases of uranium. SPUT established the means in the equity markets to raise more than $3 billion for such purchases and now holds more than 57 million pounds U3O8. While others have established the vehicles by which to make substantial purchases of uranium, SPUT remains the most prolific purchaser. The rally in uranium spot prices which began in 2021 continues in 2022, with price per-pound during the quarter remaining in the upper $40s and lower $50s. Moreover, nuclear utilities and other purchasers are back in the market, resulting in some strengthening of term pricing.
Our cash position as of August 1, 2022, is $42.2 million. In addition to our strong cash position, we have nearly 324,000 pounds of finished, U.S. produced U3O8 inventory at the conversion facility, worth approximately $15.7 million at recent spot prices. Our financial position provides us with adequate funds to maintain and enhance operational readiness at Lost Creek, as well as having allowed us to preserve our existing inventory to sell into higher prices.
To heighten our readiness to return to production operations at Lost Creek, we are advancing preparations in the fully permitted MU2 through a drilling and construction program, which is being supplemented by purchases of mid- and long-lead time items for additional development in MU2. When the advance work is complete, Lost Creek operations can increase to full production rates in as little as six months following a “go” decision.
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We continue to diligently work to optimize processes and refine production plans, supported by our experienced Lost Creek operational staff, who stand ready to expand Lost Creek production to an annualized run rate of up to 1.2 million pounds. We are prepared to ramp up and to deliver future Lost Creek production into new sales contracts. A production ramp up will include further development work in both of the first two mine units, followed by the ten additional mining areas as defined in the Lost Creek Technical Report Summary (March 7, 2022). The Lost Creek facility now has the constructed and licensed capacity to process up to 2.2 million pounds of U3O8 per year and sufficient mineral resources to feed the processing plant for many years to come.
We will continue to closely monitor the uranium market, the impact of the uranium reserve program, and other developments in the markets or from Congress, which may positively impact the uranium production industry. Until market conditions signal a decision for the return to production operations, we will focus on maintaining safe and compliant operations while continuing to enhance and leverage our operational readiness.
Transactions with Related Parties
There were no reportable transactions with related parties during the quarter.
Proposed Transactions
A non-core, unpermitted, non-operating property held by Pathfinder is presently considered to be an asset held for sale. The Company has a plan to sell the asset and is considering an offer consisting of cash and mineral properties. The asset’s mineral property cost is shown in note 5 to the accompanying Interim Consolidated Financial Statements.
Other than the proposed transaction, as is typical of the mineral exploration, development, and mining industry, we will consider and review potential merger, acquisition, investment and venture transactions and opportunities that could enhance shareholder value. Timely disclosure of such transactions is made as soon as reportable events arise.
Critical Accounting Policies and Estimates
We have established the existence of uranium resources at the Lost Creek Property, but because of the unique nature of in situ recovery mines, we have not established, and have no plans to establish, the existence of proven and probable reserves at this project. Accordingly, we have adopted an accounting policy with respect to the nature of items that qualify for capitalization for in situ U3O8 mining operations to align our policy to the accounting treatment that has been established as best practice for these types of mining operations.
The development of the wellfield includes injection, production and monitor well drilling and completion, piping within the wellfield and to the processing facility and header houses used to monitor production and disposal wells associated with the operation of the mine. These costs are expensed when incurred.
Mineral Properties
Acquisition costs of mineral properties are capitalized. When production is attained at a property, these costs will be amortized over a period of estimated benefit.
Development costs including, but not limited to, production wells, header houses, piping and power will be expensed as incurred as we have no proven and probable reserves.
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Inventory and Cost of Sales
Our inventories are valued at the lower of cost or net realizable value based on projected revenues from the sale of that product. We are allocating all costs of operations of the Lost Creek facility to the inventory valuation at various stages of production with the exception of wellfield and disposal well costs which are treated as development expenses when incurred. Depreciation of facility enclosures, equipment and asset retirement obligations as well as amortization of the acquisition cost of the related property is also included in the inventory valuation. We do not allocate any administrative or other overhead to the cost of the product.
Share-Based Expense and Warrant Liability
We are required to initially record all equity instruments including warrants, restricted share units and stock options at fair value in the financial statements.
Management utilizes the Black-Scholes model to calculate the fair value of the warrants and stock options at the time they are issued. In addition, the fair value of derivative warrant liability is recalculated monthly using the Black-Scholes model with any gain or loss being reflected in the net income for the period. Use of the Black-Scholes model requires management to make estimates regarding the expected volatility of the Company’s stock over the future life of the equity instrument, the estimate of the expected life of the equity instrument and the number of options that are expected to be forfeited. Determination of these estimates requires significant judgment and requires management to formulate estimates of future events based on a limited history of actual results.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Management applies significant judgment to assess mineral properties and capital assets for impairment indicators that could give rise to the requirement to conduct a formal impairment test. Circumstances that could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; significant changes in expected capital, operating, or reclamation costs; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability of these assets is measured by comparison of the carrying amounts to the future undiscounted net cash flows expected to be generated by the assets. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. Management did not identify impairment indicators that would require a formal impairment test.
Off Balance Sheet Arrangements
We have not entered into any material off balance sheet arrangements such as guaranteed contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.
Outstanding Share Data
As of August 1, 2022, we had outstanding 222,806,028 Common Shares and 9,918,999 options to acquire Common Shares.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk
Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments as a result of fluctuations in interest rates and foreign currency exchange rates.
Interest rate risk
Financial instruments that expose the Company to interest rate risk are its cash equivalents, deposits, restricted cash and debt financing. Our objectives for managing our cash and cash equivalents are to maintain sufficient funds on hand at all times to meet day-to-day requirements and to place any amounts which are considered in excess of day-to-day requirements on short-term deposit with the Company’s financial institutions so that they earn interest.
Currency risk
As of June 30, 2022, we maintained a balance of approximately C$2.1 million in Canadian dollars. The funds will be used to pay Canadian dollar expenses and are considered to be a low currency risk to the Company.
Commodity Price Risk
The Company is subject to market risk related to the market price of uranium. Future sales would be impacted by both spot and long-term uranium price fluctuations. Historically, uranium prices have been subject to fluctuation, and the price of uranium has been and will continue to be affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, governmental legislation in uranium producing and consuming countries, and production levels and costs of production of other producing companies. The average spot market price was $48.63 per pound as of August 1, 2022.
Item 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this MD&A, under the supervision of the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed and summarized effectively and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to Company management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of internal control over financial reporting. No matter how well designed and operated, internal controls over financial reporting can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
(b) Changes in Internal Controls over Financial Reporting
No changes in our internal control over financial reporting occurred during the six months ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
Item 1. LEGAL PROCEEDINGS
No new legal proceedings or material developments in pending proceedings.
Item 1A. RISK FACTORS
There have been no material changes for the six months ended June 30, 2022, from those risk factors set forth in our Annual Report on Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURE
Our operations and exploration activities at Lost Creek are not subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Item 5. OTHER INFORMATION
None.
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Item 6. EXHIBITS
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101.INS |
| Inline XBRL Instance Document |
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101.SCH |
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101.CAL |
| Inline XBRL Calculation Linkbase Document |
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101.DEF |
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101.LAB |
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101.PRE |
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104 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| UR-ENERGY INC. |
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Date: August 2, 2022 | By: | /s/ John W. Cash |
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| John W. Cash |
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| Chief Executive Officer |
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Date: August 2, 2022 | By: | /s/ Roger L. Smith |
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| Roger L. Smith |
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| Chief Financial Officer |
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John W. Cash, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Ur-Energy Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within this entity, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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| Date: August 2, 2022 | By: | /s/ John W. Cash |
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| Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Roger Smith certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Ur-Energy Inc.; | |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
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| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
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| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within this entity, particularly during the period in which this report is being prepared; |
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| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
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| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 2, 2022 | By: | /s/ Roger Smith |
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| Roger Smith |
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| Chief Financial Officer |
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EXHIBIT 32.1
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this quarterly report of Ur-Energy Inc. (the “Registrant”) on Form 10-Q for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, the undersigned, in the capacity and on the date indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| Date: August 2, 2022 | By: | /s/ John W. Cash |
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| John W. Cash |
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| Chief Executive Officer |
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EXHIBIT 32.2
CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this quarterly report of Ur-Energy Inc. (the “Registrant”) on Form 10-Q for the period ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, the undersigned, in the capacity and on the date indicated below, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (a) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (b) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
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| Date: August 2, 2022 | By: | /s/ Roger Smith |
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| Roger Smith |
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| Chief Financial Officer |
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