Note

Shareholders’ Equity

Stock-based Compensation Plans

We periodically grant restricted stock unit awards, performance-based share awards and shares of common stock to our employees and directors as part of their compensation. We measure compensation cost for restricted stock units and stock grants at the closing price of our stock at the time of grant. We measure compensation cost for performance-based grants using a Monte Carlo simulation to estimate their value at grant date. Restricted stock unit and performance-based share grants vest after a specified period with compensation cost amortized over that period. Although we have

current plans to issue stock options, we

may

do so in the future.

March 2017,

the Board of Directors granted

641,406

shares of common stock to employees for payment of annual and long-term incentive compensation for the period ended

December 31, 2016.

The shares were distributed in

March 2017,

and

$4.2

million in expense related to the stock awards was recognized in the periods prior to

March

31,

2017.

June 2017,

the Board of Directors granted the following restricted stock unit awards to employees:

•

775,379

restricted stock units, with

one

third

of those vesting in

June 2018,

one

third

vesting in

June 2019,

and

one

third

vesting in

June 2020;

•

93,691

restricted stock units, with

one

half of those vesting in

June 2018

and

one

-half vesting in

June 2019;

and

•

15,336

restricted stock units that vest in

June 2018.

The

$1.9

million in expense related to the unit awards discussed above vesting in

2018

will be recognized on a straight-line basis over the

twelve

months following the date of the award. The

$1.8

million in expense related to the unit awards discussed above vesting in

2019

will be recognized on a straight-line basis over the

twenty-four

months following the date of the award. The

$1.5

million in expense related to the unit awards discussed above vesting in

2020

will be recognized on a straight-line basis over the

thirty-six

-month period following the date of the award.

June 2017,

the Board of Directors granted performance-based share awards to certain executive employees. The value of the awards will be based on the ranking of the market performance of our common stock relative to the performance of the common stock of a group of peer companies over the

three

-year measurement period ending

December 31, 2019.

The number of shares to be issued will be based on the value of the awards divided by the share price at grant date. The

$0.6

million in expense related to the performance-based awards will be recognized on a straight-line base over the

thirty

months following the date of the award.

Stock-based compensation expense for restricted stock unit and performance-based grants to employees and shares issued to nonemployee directors recorded in the

first

nine

months of

2017

totaled

$4.9

million, compared to

$4.8

million in the same period last year.

In connection with the vesting of restricted stock units and other stock grants, employees have in the past, at their election and when permitted by us, chosen to satisfy their minimum tax withholding obligations through net share settlement, pursuant to which the Company withholds the number of shares necessary to satisfy such withholding obligations.

As a result, in the

first

nine

months of

2017

we withheld

588,240

shares valued at approximately

$3.0

million, or approximately

$5.09

per share. In the

first

nine

months of

2016

we withheld

1,010,509

shares valued at approximately

$3.5

million, or approximately

$3.44

per share.

Common Stock Dividends

September 2011

and

February 2012,

our Board of Directors adopted a common stock dividend policy that has

two

components: (

) a dividend that links the amount of dividends on our common stock to our average quarterly realized silver price in the preceding quarter, and (

) a minimum annual dividend of

$0.01

per share of common stock, in each case, payable quarterly, when and if declared. For illustrative purposes only, the table below summarizes potential per share dividend amounts at different quarterly average realized price levels according to the

first

component of the policy:

Quarterly average realized silver price per ounce		Quarterly dividend per share		Annualized dividend per share
$	30	$	0.01	$	0.04
$	35	$	0.02	$	0.08
$	40	$	0.03	$	0.12
$	45	$	0.04	$	0.16
$	50	$	0.05	$	0.20

November 7, 2017,

our Board of Directors declared a common stock dividend, pursuant to the minimum annual dividend component of the policy described above, of

$0.0025

per share, for a total dividend of

$1.0

million payable in

December 2017.

Because the average realized silver price for the

third

quarter of

2017

was

$17.01

per ounce, below the minimum threshold of

$30

according to the policy,

silver-price-linked component was declared or paid. The declaration and payment of common stock dividends is at the sole discretion of our Board of Directors.

At-The-Market Equity Distribution Agreement

Pursuant to an equity distribution agreement dated

February 23, 2016,

may

issue and sell shares of our common stock from time to time through ordinary broker transactions having an aggregate offering price of up to

$75

million, with the net proceeds available for general corporate purposes. The terms of sales transactions under the agreement, including trading day(s), number of shares sold in the aggregate, number of shares sold per trading day, and the floor selling price per share, are proposed by us to the sales agent. Whether or

not

we engage in sales from time to time

may

depend on a variety of factors, including share price, our cash resources, customary black-out restrictions, and whether

we have any material inside information. The agreement can be terminated by us at any time. The shares issued under the equity distribution agreement are registered under the Securities Act of

1933,

as amended, pursuant to our shelf registration statement on Form S-

which was filed with the Securities and Exchange Commission ("SEC") on

February 23, 2016.

As of

September

30,

2017,

we had sold

4,608,847

shares under the agreement for total proceeds of approximately

$17.7

million, net of commissions and fees of approximately

$362

thousand. Of those amounts,

1,828,760

shares were sold in the

first

nine

months of

2017

for total proceeds of approximately

$9.6

million, net of commissions and fees of approximately

$196

thousand.

Common Stock Repurchase Program

May 8, 2012,

we announced that our Board of Directors approved a stock repurchase program.

Under the program, we are authorized to repurchase up to

million shares of our outstanding common stock from time to time in open market or privately negotiated transactions, depending on prevailing market conditions and other factors. The repurchase program

may

be modified, suspended or discontinued by us at any time. Whether or

not

we engage in repurchases from time to time

may

depend on a variety of factors, including

not

only price and cash resources, but customary black-out restrictions, whether we have any material inside information, limitations on share repurchases or cash usage that

may

be imposed by our credit agreement or in connection with issuances of securities, alternative uses for cash, applicable law, and other investment opportunities from time to time. As of

September

30,

2017,

934,100

shares have been purchased at an average price of

$3.99

per share, leaving

19.1

million shares that

may

yet be purchased under the program.

shares were purchased during the

nine

months ended

September

30,

2017.

The closing price of our common stock at

November

2017,

was

$4.45

per share.