Form 8-K
8-K — UR-ENERGY INC
Accession: 0001104659-26-044446
Filed: 2026-04-16
Period: 2026-04-16
CIK: 0001375205
SIC: 1040 (GOLD & SILVER ORES)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2610087d6_8k.htm (Primary)
EX-1.4 — EXHIBIT 1.4 (tm2610087d6_ex1-4.htm)
EX-5.1 — EXHIBIT 5.1 (tm2610087d6_ex5-1.htm)
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 16, 2026
UR-ENERGY INC.
(Exact name of registrant as specified in
its charter)
Canada
001-33905
Not applicable
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
1478 Willer Drive
Casper, Wyoming
82604
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including
area code: (720) 981-4588
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading
Symbol
Name of each exchange
on which registered:
Common stock
URG (NYSE American); URE (TSX)
NYSE American; TSX
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
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. ¨
Item 8.01 Other Events.
On April 6, 2026, Ur-Energy
Inc. (the “Company”) filed a new registration statement on Form S-3 (File No. 333-294902), which was declared effective
by the Securities and Exchange Commission on April 16, 2026 (the “New Registration Statement”). In connection therewith,
the Company filed a new prospectus supplement relating to the Company’s existing at-the-market program (the “ATM Program”)
with B. Riley Securities, Inc. (“B. Riley Securities”) and Cantor Fitzgerald & Co. (“Cantor” and together
with B. Riley Securities, the “Agents”). The Company entered into first and second amendments on December 17, 2021, and
July 19, 2023, respectively, to the Amended and Restated At Market Issuance Sales Agreement, dated June 7, 2021, with the Agents
(such amendments, “Amendment No. 1” and “Amendment No. 2,” respectively, and such agreement, the “Sales
Agreement”). On April 16, 2026, the Company entered into a third amendment to the Sales Agreement with the Agents (“Amendment
No. 3” and together with Amendment No. 1, Amendment No.2, and the Sales Agreement, the “Amended Sales Agreement”)
to, among other things, reflect the New Registration Statement under which the Company may sell up to $50,000,000 from time to time through
or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement.
The foregoing description
of the Amended Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement,
Amendment No. 1, Amendment No. 2, and Amendment No. 3, copies of which are filed herewith as Exhibit 1.1, Exhibit 1.2,
Exhibit 1.3, and Exhibit 1.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion of Fasken
Martineau DuMoulin LLP relating to the common shares being offered pursuant to the Amended Sales Agreement is filed as Exhibit 5.1
to this Current Report on Form 8-K.
In connection with the ATM
Program, the Company has relied on the exemption described in Section 602.1 of the TSX Company Manual, which provides that the Toronto
Stock Exchange will not apply its standards to certain transactions involving eligible interlisted issuers on a recognized exchange.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
1.1
Amended and Restated At Market Issuance Sales Agreement, dated as of June 7, 2021, by and among Ur-Energy Inc., B. Riley Securities, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2021).
1.2
Amendment No. 1, dated December 17, 2021, to the Amended and Restated At Market Issuance Sales Agreement dated as of June 7, 2021, by and among Ur-Energy Inc., B. Riley Securities, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2021).
1.3
Amendment No. 2, dated July 19, 2023, to the Amended and Restated At Market Issuance Sales Agreement dated as of June 7, 2021, by and among Ur-Energy Inc., B. Riley Securities, Inc. and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 1.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2023).
1
Exhibit No.
Description
1.4
Amendment No. 3, dated April 16, 2026, to the Amended and Restated At Market Issuance Sales Agreement dated as of June 7, 2021, by and among Ur-Energy Inc., B. Riley Securities, Inc. and Cantor Fitzgerald & Co.
5.1
Opinion of Fasken Martineau DuMoulin LLP.
23.1
Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1).
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April 16, 2026
Ur-Energy Inc.
By:
/s/ David A. Ritchie
Name: David A. Ritchie
Title: Corporate Secretary and General
Counsel
3
EX-1.4 — EXHIBIT 1.4
EX-1.4
Filename: tm2610087d6_ex1-4.htm · Sequence: 2
Exhibit 1.4
AMENDMENT NO. 3 TO AMENDED AND RESTATED AT MARKET ISSUANCE SALES
AGREEMENT
April 16, 2026
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Cantor Fitzgerald & Co.
499 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
Ur-Energy Inc.
(the “Company”), B. Riley Securities, Inc. (“B. Riley Securities”) and Cantor Fitzgerald & Co.
(“Cantor”) are parties to that certain Amended and Restated At Market Issuance Sales Agreement dated June 7, 2021 (the
“Original Agreement”), as amended by Amendment No. 1 to Amended and Restated At Market Issuance Sales Agreement dated
December 17, 2021 (“Amendment No. 1”) and Amendment No. 2 to Amended and Restated At Market Issuance Sales Agreement
dated July 19, 2023 (“Amendment No. 2” and together with Amendment No. 1 and the Original Agreement, the “Amended
Sales Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement.
The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
1. The second paragraph of Section 1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
“The Company
has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the
“Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration
statement on Form S-3 (File No. 333-294902), including a base prospectus, relating to certain securities, including the Placement
Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will
file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
“Exchange Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of such registration
statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to
the Agents, for use by the Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the
Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, including
all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such
registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.”
The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has
not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act),
included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus
and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities
Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment
or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein
to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated
by reference therein (the “Incorporated Documents”).”
2.
All references to “June 7, 2021” set forth in Schedule 1 and Exhibit 7(l) of the Original Agreement are revised to
read “June 7, 2021 (as amended by Amendment No. 1, dated December 17, 2021, Amendment No. 2, dated July 19, 2023, and Amendment
No. 3, dated April 16, 2026)”.
3.
The Company will pay reasonable and documented out-of-pocket fees and disbursements of counsel to the Agents up to $15,000 in the
aggregate incurred in connection with this Amendment No. 3 and other related documents. For the purposes of clarity, such fees and disbursements
shall also cover diligence and related bring-down activities for the Representation Date in the current calendar quarter.
4.
Except as specifically set forth herein, all other provisions of the Amended Sales Agreement shall remain in full force and effect.
5.
Entire Agreement; Amendment; Severability. This Amendment No. 3 to Amended and Restated At Market Issuance Sales Agreement
together with the Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement Notices issued pursuant
hereto and thereto) and the letter agreement entered into on June 7, 2021 between the Company and the Agents constitutes the entire agreement
and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard
to the subject matter hereof. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement
as amended by this Amendment No. 3; provided, however, that all references to “date of this Agreement” in the Original
Agreement shall continue to refer to the date of the Original Agreement, and the reference to “time of execution of this Agreement”
set forth in Section 13(a) shall continue to refer to the time of execution of the Original Agreement.
2
6.
Applicable Law; Consent to Jurisdiction. This Amendment No. 3 shall be governed by, and construed in accordance with, the
internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to
the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication
of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party
hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under
this amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
7.
Waiver of Jury Trial. The Company, B. Riley Securities and Cantor each hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment No.
3 or any transactions contemplated hereby.
8.
Counterparts. This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may
be made by facsimile transmission or email of a .pdf attachment.
[Signature Page Follows]
3
If the foregoing correctly
sets forth the understanding among the Company and each Agent, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding amendment to the Original Agreement between the Company and each Agent.
Very truly yours,
UR-ENERGY INC.
By:
/s/ Matthew
D. Gili
Name: Matthew D.
Gili
Title: President
and Chief Executive Officer
B. RILEY SECURITIES,
INC.
By:
/s/ Ernie
Dahlman
Name: Ernie Dahlman
Title: Managing Director
CANTOR FITZGERALD
& CO.
By:
/s/ Matthew Crawford
Name: Matthew Crawford
Title: Managing Director
[Signature Page to Amendment No. 3 to Amended and Restated At Market
Issuance Sales Agreement]
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2610087d6_ex5-1.htm · Sequence: 3
Exhibit 5.1
April 16, 2026
Virginia Schweitzer
Direct +1 613 696 6889
vschweitzer@fasken.com
Board of Directors of Ur-Energy Inc.
1478 Willer Drive
Casper, Wyoming 82604
Dear Board of Directors:
Re: Ur-Energy Inc.
We have acted as Canadian counsel to Ur-Energy
Inc. (the “Corporation”), a corporation continued under the federal laws of Canada, with respect to certain legal matters
relating to (i) the Registration Statement on Form S-3 (Registration No. 333-294902) (the “Registration Statement”),
including the base prospectus contained therein (the “Base Prospectus”), filed by the Corporation with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”)
for the purpose of registering under the Securities Act, among other securities, common shares of the Corporation without par value (the
“Common Shares”); and (iii) the prospectus supplement thereto dated April 16, 2026 filed with the Commission
pursuant to Rule 424(b)(5) on April 16, 2026 (the “Prospectus Supplement” and together with the Base
Prospectus, the “Prospectus”).
The Prospectus has been filed in connection with
the offer and sale of up to an aggregate of US$50,000,000 of Common Shares (the “Shares”) by the Corporation pursuant
to the terms of an amended and restated at-market issuance sales agreement dated June 7, 2021, as amended on December 17, 2021,
July 19, 2023 and April 16, 2026 (collectively, the “Sales Agreement”) among the Corporation, B. Riley Securities, Inc.
(formerly B. Riley FBR, Inc.) and Cantor Fitzgerald & Co. (together, the “Agents”).
Examinations
In rendering the opinions below, we have examined
and relied upon:
(a) the Registration Statement and the Prospectus;
(b) a certificate of an officer of the Corporation dated the date hereof certifying certain matters including,
among other things:
(i) the articles of the Corporation;
(ii) the by-laws of the Corporation;
(iii) the resolutions of the board of directors of the Corporation approving transactions contemplated in the
Sales Agreement including the issuance of the Shares; and
(iv) certain factual matters; and
(c) a certificate of compliance dated the date hereof issued pursuant to the Canada Business Corporations
Act relating to the Corporation.
We have considered such questions of law and examined
such statutes and regulations of the Province of Ontario and of Canada applicable therein as they exist on the date hereof, as we have
considered necessary or relevant as a basis for our opinions.
Jurisdiction and Effective Date
Our opinions herein are restricted to and based
upon the laws of the Province of Ontario and the federal laws of Canada applicable therein in force on the date hereof (collectively,
“Ontario Law”).
We assume no obligation to revise or supplement
this opinion should Ontario Law change subsequent to the date hereof by legislative action, judicial decision or otherwise or if there
is a change in any fact or facts after the date hereof.
Assumptions
For the purpose of delivering our opinions herein,
we have assumed that the Shares will be issued and sold only in the manner stated in the Registration Statement and the Prospectus Supplement
and only in accordance with the terms of the Sales Agreement.
Opinions
On the basis of the foregoing assumptions and
subject to the qualifications and limitations hereinafter expressed, we are of the opinion that when the Shares have been issued and delivered
in accordance with the terms of the Sales Agreement, and upon payment to the Corporation of the full consideration provided for in the
Sales Agreement, the Shares will be validly issued as fully paid and non-assessable common shares in the capital of the Corporation.
This opinion letter has been prepared for filing
by the Corporation as an exhibit to a Current Report on Form 8-K (the “Form 8-K”). The Form 8-K will
be incorporated by reference in the Registration Statement.
2
We hereby consent to the filing of this opinion
letter as Exhibit 5.1 to the Form 8-K. We also consent to the reference to this firm under the heading “Legal Matters”
in the Registration Statement and the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules of the U.S. Securities and Exchange Commission
thereunder.
Yours truly,
/s/ Fasken Martineau DuMoulin
FASKEN MARTINEAU DuMOULIN LLP
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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