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. 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 2018,

the Board of Directors granted

1,237,369

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

December 31, 2017.

The shares were distributed in

March 2018,

and

$4.9

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

March

31,

2018.

June

and

August 2018,

the Board of Directors granted the following restricted stock unit awards to employees resulting in a total expense of

$7.0

million:

	•	1,854,054 restricted stock units, with one third of those vesting in June 2019, one third vesting in June 2020, and one third vesting in June 2021;
	•	96,604 restricted stock units, with one half of those vesting in June 2019 and one -half vesting in June 2020; and
	•	28,721 restricted stock units that vest in June 2019.

An expense of

$2.5

million related to the unit awards discussed above vesting in

2019

will be recognized on a straight-line basis over the

twelve

months following the date of the award. An expense of

$2.4

million related to the unit awards discussed above vesting in

2020

will be recognized on a straight-line basis over the

twenty-four

months following the date of the award. An expense of

$2.2

million related to the unit awards discussed above vesting in

2021

will be recognized on a straight-line basis over the

thirty-six

-month period following the date of the award.

June 2018,

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, 2020.

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 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

2018

totaled

$4.7

million, compared to

$4.9

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 and pays the obligations in cash. As a result, in the

first

nine

months of

2018

we withheld

697,341

shares valued at approximately

$2.7

million, or approximately

$3.86

per share. In the

first

nine

months of

2017

we withheld

588,240

shares valued at approximately

$3.0

million, or approximately

$5.09

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, if and when 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 6, 2018,

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 approximately

$1.2

million payable in

December 2018.

Because the average realized silver price for the

third

quarter of

2018

was

$14.68

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 SEC on

February 23, 2016.

As of

September

30,

2018,

we had sold

5,634,758

shares under the agreement for total proceeds of approximately

$20.8

million, net of commissions of approximately

$0.5

million. We sold

1,025,911

shares under the agreement during the

third

quarter of

2018

for total proceeds of

$3.1

million, net of commissions of approximately

$0.1

million.

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,

2018,

934,100

shares have been purchased at an average price of

$3.99

per share, leaving approximately

19.1

million shares that

may

yet be purchased under the program. The closing price of our common stock at

November

2018,

was

$2.49

per share.

Warrants

As discussed in

Note

, we issued

4,136,000

warrants to purchase

one

share of our common stock to holders of warrants to purchase Klondex common stock under the terms of the Klondex acquisition, and all of the warrants were outstanding as of

September

30,

2018.

2,068,000

of the warrants have an exercise price of

$8.02

and expire in

April 2032.

2,068,000

of the warrants have an exercise price of

$1.57

and expire in

February 2029.