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Form 8-K

sec.gov

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)

2

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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Apr. 16, 2026

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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