Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

7.Stockholders’ Equity

The Company is authorized to issue 700,000,000 shares of $0.001 par value common stock and 50,000,000 shares of $0.001 par value preferred stock. As of December 31, 2022, 69,162,223 shares of common stock are outstanding, and no shares of preferred stock are outstanding.

Common Stock Transactions

On July 19, 2021, the Company completed a follow-on public offering of 8,930,000 shares of common stock at a price of $14.00 per share, resulting in net proceeds of $118,894, after deducting underwriting discounts and commissions. On August 18, 2021, the Company issued an additional 286,962 shares of common stock at a price of $14.00 per share, through the exercise of the over-allotment option, with net proceeds from the additional issuance of $3,837, after deducting underwriting discounts and commissions. Additionally, the Company incurred an additional $1,700 in other costs related to the offering.

Stock-Based Compensation

Equity Compensation Plan

The Company has a Long-Term Incentive Plan under which options and shares of the Company’s common stock are authorized for grant or issuance as compensation to eligible employees, consultants, and members of the Board of Directors. Awards under the plan include stock options, stock appreciation rights, stock awards, deferred stock units, and performance awards. Stock options, performance awards and deferred stock units have been granted by the Company in different periods. As of December 31, 2022, approximately 12.3 million shares of common stock were available for grant under the plan. The Company recognized stock-based compensation expense as follows:

	Years ended December 31,
	2022		2021
Stock Options	$	2,621	$	7,716
PSUs		219		22
	$	2,840	$	7,738

Stock Option Transactions

The Company’s stock options have a contractual term of 10 years and entitle the holder to purchase one share of the Company’s common stock. The options granted to the Company’s employees and LGJV personnel prior to 2020 have a requisite service period of four years and vest in equal annual installments. Starting in 2020, the options granted to the Company’s employees and LGJV personnel have a requisite service period of three years. The sign on options granted to the Company’s then President in June 2021 vest in three equal tranches, the first of which vested immediately, and the remainder on the first and second anniversaries of employment with the Company, subject to continued employment on such vesting dates. The options granted to non-employee

directors prior to 2020 have a requisite service period of one year and vest in equal monthly installments. The options granted to non-employee directors in June 2021 have a requisite service period of one year and vest in semi-annual installments. On December 31, 2022, there was $2,885 of unrecognized stock-based compensation expense which is expected to be recognized over a weighted-average period of 1.5 years.

The following table summarizes the respective vesting start dates and number of options granted to employees and directors in 2022 and 2021:

Recipient	Options Granted	Vesting Start Date	Grant Date
Employees	100,000	March 31, 2021	May 14, 2021
Directors	7,253	May 14, 2021	May 14, 2021
Directors	32,466	June 1, 2021	June 22, 2021
Employees	283,333	June 1, 2021	June 22, 2021
Employees	66,667	June 22, 2021	June 22, 2021
Employees	589,500	December 27, 2021	December 27, 2021
Employees	100,000	January 18, 2022	January 18, 2022

The following assumptions were used to compute the fair value of the options granted using the Black-Scholes option valuation model:

	May 2021		Jun. 2021		Dec. 2021		Jan. 2022
Risk-free interest rate	1.06	%	1.05	%	1.34	%	1.74	%
Dividend yield	—		—		—		—
Estimated volatility	62.59	%	62.53	%	60.88	%	60.75	%
Expected option life	6 years		6 years		6 years		6 years

The weighted-average grant date fair value per share was $5.83 and $7.54 for the years ended December 31, 2022 and 2021, respectively.

The following assumptions were used to compute the fair value of the LGJV Personnel options using the Black-Scholes option valuation model as of December 31, 2022 and 2021:

	December 31,
	2022		2021
Risk-free interest rate	4.11	%	1.35	%
Dividend yield	—		—
Estimated volatility	58.1	%	60.86	%
Expected option life	6 years		6 years

The Company’s estimated volatility computation was based on the historical volatility of a group of peer companies’ common stock over the expected option life and included both exploration stage and development stage companies. Prior to our IPO in October 2020, our common stock was not publicly traded. As a result, the expected volatility assumption was based on peer information due to insufficient market trading history required to calculate a meaningful volatility factor. The computation of the expected option life was determined based on a reasonable expectation of the option life prior to being exercised or forfeited. The risk-free interest rate assumption was based on the U.S. Treasury constant maturity yield at the date of the grant over the expected life of the option. No dividends were expected to be paid.

The following tables summarize the stock option activity for the year ended December 31, 2022:

		Weighted‑				Weighted‑
		Average		Aggregate		Average
		Exercise		Intrinsic		Remaining
Employee & Director Options	Options	Price		Value		Life (Years)
Outstanding at December 31, 2021	5,873,968	$	13.11
Granted	100,000	$	10.28
Forfeited	(4,272,438)	$	13.22
Outstanding at December 31, 2022	1,701,530	$	12.67	$	Nil	7.00
Vested at December 31, 2022	1,186,753	$	12.66	$	Nil	6.33

		Weighted‑				Weighted‑
		Average		Aggregate		Average
		Exercise		Intrinsic		Remaining
LGJV Personnel Options	Options	Price		Value		Life (Years)
Outstanding at December 31, 2021	32,393	$	7.31
Exercised	—		—
Outstanding and vested at December 31, 2022	32,393	$	7.31	$	Nil	3.02

The total fair value of stock options vested during the year ended December 31, 2022, was $583.

Performance Share Unit Transactions

Performance share units granted are reported as equity awards at fair value using a Monte Carlo simulation valuation model. On December 17, 2021, 119,790 PSUs were granted to the Company’s employees with a weighted average grant date fair value per share of $14.22. The PSUs are based on the Company’s total shareholder return (“TSR”) relative to a peer group over a three-year performance period. The number of PSUs awarded can range from 0% to 200% of the initial award granted, depending on the TSR percentile rank of the Company relative to the peer group, and are payable in common stock or cash, at the Company’s discretion, at the end of their performance period. There were no grants in the year ended December 31, 2022.

Compensation expense is recognized ratably from the grant date over the requisite three-year vesting period. On December 31, 2022, unrecognized compensation expense related to the PSUs was $399 which is expected to be recognized over a weighted-average period of 2.0 years.

Deferred Stock Unit Transactions

Deferred stock units are awarded to directors at the discretion of the Board of Directors. The DSUs are fully vested on the grant date and each DSU entitles the holder to receive one share of the Company’s common stock upon the director’s cessation of continuous service. In addition, senior executives are eligible to elect to defer receipt of any portion of cash compensation or equity compensation awards other than from the exercise of stock options and take payment in the form of DSUs. Non-employee directors are eligible to elect to defer receipt of any portion of annual retainers or meeting awards and take payment in the form of DSUs. The DSU entitles the holder to receive one share of the Company’s common stock at either a date specified in the deferral election or cessation of service, whichever comes first. The fair value of DSUs are equal to the fair value of the Company’s common stock on the grant date. The Company recognized DSU expense of $239 and $879 for the years ended December 31, 2022 and 2021, respectively. As the Company was in blackout during the year ended December 31, 2022, the DSUs expensed are expected to be granted in 2023.

At December 31, 2022, 146,796 DSUs remain outstanding with a weighted-average grant date fair value of $10.88 per unit.