UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| 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
| 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 |