November
23, 2021
File
No.: 281073.00001/18189
|
Virginia Schweitzer
Direct
+1 613 696 6889
vschweitzer@fasken.com
|
The
Board of Directors of
Ur-Energy
Inc.
10758
W. Centennial Road, Suite 200
Littleton,
CO 80127
|
|
Dear
Sirs:
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 the registration of up to US$100,000,000
of securities of the Corporation pursuant to a preliminary
Registration Statement on Form S-3 dated November 23, 2021 (the
“Registration
Statement”) filed by the Corporation with the
Securities and Exchange Commission (the “SEC”) pursuant to the U.S.
Securities Act of 1933, as amended (the “1933 Act”), which securities may
consist of common shares (“Common Shares”), warrants
(“Warrants”),
rights (“Rights”), senior debt securities
(“Senior Debt
Securities”) or subordinated debt securities
(“Subordinated Debt
Securities”) or any combination of such securities
(“Units”). The
Common Shares, Warrants, Rights, Senior Debt Securities,
Subordinated Debt Securities and Units issuable under the
Registration Statement are hereinafter collectively referred to as
the “Securities”. The Securities will
be offered in amounts, at prices, and on terms to be set out in
supplements (each a “Prospectus Supplement”) to the
prospectus contained in the Registration Statement, to be duly
filed by the Corporation with the SEC pursuant to the 1933
Act.
We
understand, and are assuming for the purposes hereof, that
(i) each class or series of Senior Debt Securities or
Subordinated Debt Securities will be issued pursuant to an
indenture, together with, if necessary, one or more supplemental
indentures thereto, to be made between the Corporation and one or
more indenture trustees (each, together with any supplemental
indentures thereto, an “Indenture”), and that each such
Indenture will set out all of the required attributes of such class
or series of Senior Debt Securities or Subordinated Debt Securities
and will contain the form of certificate representing the class or
series of Senior Debt Securities or Subordinated Debt Securities
(each a “Senior Debt Security
Certificate” or a “Subordinated Debt Security
Certificate”), (ii) each class or series of
Warrants will be issued pursuant to a warrant agreement to be made
between the Corporation and one or more warrant agents (each, a
“Warrant
Agreement”), and that each such Warrant Agreement will
set out all of the required attributes of such class or series of
Warrants and will contain the form of certificate representing the
class or series of Warrants (each a “Warrant Certificate”),
(iii) each series of rights will be issued under a separate
rights agreement to be made between the Corporation and a bank or
trust company, as rights agent, (each, a “Rights Agreements”), and that each
such Rights Agreement will set out all of the required attributes
of such series of Rights and will contain the form of certificate
representing the series of Rights (each a “Rights Certificate”).
Examinations, Jurisdiction and Effective Date
In
rendering the opinions below, we have examined and relied upon: (i)
the Registration Statement, (ii) a certificate of an officer of the
Corporation dated the date hereof certifying certain matters
including, among other things:(A) the articles of the Corporation
(the “Articles”); the by-laws of the Corporation (the
“By-Laws”) and (C) certain factual matters, and (iii) a
certificate of compliance dated the date hereof issued pursuant to
the Canada Business Corporations
Act relating to the Corporation.
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.
Reliance and Assumptions
We have
assumed that, in connection with the issuance of Securities
pursuant to the Registration Statement:
(a)
the Corporation
will have taken all necessary action to establish the definitive
terms of each class or series of Securities in accordance with the
Articles , the By-Laws , all applicable laws, all applicable
regulatory requirements, the Registration Statement, any relevant
Prospectus Supplement, and, in the case of Warrants, Rights, Senior
Debt Securities, Subordinated Debt Securities or Units, the
applicable Warrant Agreement, Rights Agreement, or Indenture, as
the case may be;
(b)
the definitive
terms of each class or series of Securities, and all agreements
relating thereto including the Indentures, Warrant Agreements and
Rights Agreements, will at all relevant times be consistent with
the description of such Securities set out in the Registration
Statement, and no Prospectus Supplement will provide for the
Securities, or any agreements relating thereto including the
Indentures, Warrant Agreements and Rights Agreements, to bear terms
which are not consistent with, or which are exceptions to, the
terms set forth in the Registration Statement;
(c)
in the case of the
issuance of any Common Shares (including any Common Shares forming
part of any Units), (i) the Corporation will have taken all
necessary action to authorize and approve the issuance of such
Common Shares, the terms of the offering of such Common Shares
including the consideration to be received by the Corporation upon
the issuance thereof, and all related matters (the
“Common Share Issuance
Authorization”), and (ii) the Common Shares will have
been issued in compliance with the Common Share Issuance
Authorization, the Articles, the By-Laws, all applicable laws and
all applicable regulatory requirements;
(d)
in the case of the
issuance of a class or series of Senior Debt Securities (including
any Senior Debt Securities forming part of any Units), (i) the
Corporation will have taken all necessary action to authorize and
approve the creation and issuance of such class or series of Senior
Debt Securities, including the definitive terms of such Senior Debt
Securities and the Indenture governing such Senior Debt Securities
, the terms of the offering of such Senior Debt Securities
including the consideration to be received by the Corporation upon
the issuance thereof, and all related matters (the
“Senior Debt Issuance
Authorization”), (ii) the Indenture governing such
Senior Debt Securities will have been duly authorized, executed and
delivered by the Corporation, (iii) the Corporation will have taken
all necessary action to create and issue such class or series of
Senior Debt Securities and create and reserve for issuance such
class or series of Securities as may be issuable on the exercise of
the Senior Debt Securities in compliance with the Senior Debt
Issuance Authorization, the Articles, the By-Laws, all applicable
laws and all applicable regulatory requirements, and (iv) the
Senior Debt Security Certificates representing such Senior Debt
Securities will have been duly executed, authenticated and
delivered in compliance with the provisions of the applicable
Indenture and the Senior Debt Issuance Authorization, the Articles,
the By-Laws, all applicable laws and all applicable regulatory
requirements;
(e)
in the case of the
issuance of a class or series of Subordinated Debt Securities
(including any Subordinated Debt Securities forming part of any
Units), (i) the Corporation will have taken all necessary action to
authorize and approve the creation and issuance of such class or
series of Subordinated Debt Securities including the definitive
terms of such Subordinated Debt Securities and the Indenture
governing such Subordinated Debt Securities, the terms of the
offering of such Subordinated Debt Securities including the
consideration to be received by the Corporation upon the issuance
thereof, and all related matters (the “Subordinated Debt Issuance
Authorization”), (ii) the Indenture governing such
Subordinated Debt Securities will have been duly authorized,
executed and delivered by the Corporation, (iii) the Corporation
will have taken all necessary action to create and issue such class
or series of Subordinated Debt Securities and create and reserve
for issuance such class or series of Securities as may be issuable
on the exercise of the Senior Debt Securities or Subordinated Debt
Securities in compliance with the Subordinated Debt Issuance
Authorization, the Articles, the By-Laws, all applicable laws and
all applicable regulatory requirements, and (iv) the Subordinated
Debt Security Certificates representing such Subordinated Debt
Securities, respectively, will have been duly executed,
authenticated and delivered in compliance with the provisions of
the applicable Indenture and the Subordinated Debt Issuance
Authorization, the Articles, the By-Laws, all applicable laws and
all applicable regulatory requirements;
(f)
in the case of the
issuance and delivery of a class or series of Warrants (including
any Warrants forming part of any Units), (i) the Corporation will
have taken all necessary action to authorize and approve the
creation and issuance of such class or series of Warrants including
the definitive terms of such Warrants and the Warrant Agreement
governing such Warrants, the terms of the offering of such Warrants
including the consideration to be received by the Corporation upon
the issuance thereof, and all related matters (the
“Warrant Issuance
Authorization”), (ii) the Warrant Agreement governing
such Warrants will have been duly authorized, executed and
delivered by the Corporation, (iii) the Corporation will have taken
all necessary action to create and issue such class or series of
Warrants and create and reserve for issuance such class or series
of Securities as may be issuable on the exercise of the Warrants in
compliance with the Warrant Issuance Authorization, the Articles,
the By-Laws, all applicable laws and all applicable regulatory
requirements, and (iv) the Warrant Certificates representing such
Warrants will have been duly executed, authenticated and delivered
in compliance with the provisions of the applicable Warrant
Agreement and the Warrant Issuance Authorization, the Articles, the
By-Laws, all applicable laws and all applicable regulatory
requirements;
(g)
in the case of the
issuance and delivery of a series of Rights (including any Rights
forming part of any Units), (i) the Corporation will have taken all
necessary action to authorize and approve the creation and issuance
of such series of Rights including the definitive terms of such
Rights and the Rights Agreement governing such Rights, the terms of
the offering of such Rights including the consideration to be
received by the Corporation upon the issuance thereof, and all
related matters (the “Rights
Issuance Authorization”), (ii) the Rights
Agreement governing such Rights will have been duly authorized,
executed and delivered by the Corporation, (iii) the
Corporation will have taken all necessary action to create and
issue such series of Rights and create and reserve for issuance
such class or series of Securities as may be issuable on the
exercise of the Rights in compliance with the Rights Issuance
Authorization, the Articles, the By-Laws, all applicable laws and
all applicable regulatory requirements, and (iv) the Rights
Certificates representing such Rights will have been duly executed,
authenticated and delivered in compliance with the provisions of
the applicable Rights Agreement and the Rights Issuance
Authorization, the Articles, the By-Laws, all applicable laws and
all applicable regulatory requirements;
(h)
in the case of and
prior to the issuance and delivery of a series of Units,
(i) the Corporation will have taken all necessary action to
authorize and approve the creation and issuance of such class or
series of Units and the other Securities comprising such Units,
including the definitive terms of such Units and the other
Securities comprising such Units, the terms of the offering of such
Units including the consideration to be received by the Corporation
upon the issuance thereof, and all related matters (the
“Unit Issuance
Authorization”), (ii) the Corporation will have
taken all necessary action to create and issue such class or series
of Units in compliance with the Units Issuance Authorization, the
Articles, the By-Laws, all applicable laws and all applicable
regulatory requirements, (iii) any Indenture and Warrant
Agreement governing any Securities comprising such Units will have
been duly authorized, executed and delivered by the Corporation and
any other party thereto;
(i)
(i) each party
to each Warrant Agreement, Rights Agreement, Indenture, Warrant
Certificate, Rights Certificate, Senior Debt Security Certificate
and Subordinated Debt Security Certificate (the “Parties”) will be validly
existing, (ii) each Party will have the capacity, power,
authority and qualification to enter into and perform its
obligations under each Warrant Agreement, Rights Agreement,
Indenture, Warrant Certificate, Rights Certificate, Senior Debt
Security Certificate and Subordinated Debt Security Certificate,
(iii) each Warrant Agreement, Rights Agreement, Indenture,
Warrant Certificate, Rights Certificate, Senior Debt Security
Certificate and Subordinated Debt Security Certificate will be duly
authorized, executed and delivered by or on behalf of each of the
Parties, and (iv) that each Warrant Agreement, Rights
Agreement, Indenture, Warrant Certificate, Rights Certificate,
Senior Debt Security Certificate and Subordinated Debt Security
Certificate will constitute a legal, valid and binding obligation
of, and will be enforceable in accordance with the terms thereof
against, each of the Parties thereto;
(j)
the execution,
delivery and performance of each Warrant Agreement, Rights
Agreement, Indenture, Warrant Certificate, Rights Certificate,
Senior Debt Security Certificate and Subordinated Debt Security
Certificate, the sale, issuance and delivery of Warrants, Rights,
Senior Debt Securities and Subordinated Debt Securities thereunder,
and the terms of each Warrant Agreement, Rights Agreement,
Indenture, Warrant Certificate, Rights Certificate, Senior Debt
Security Certificate, Subordinated Debt Security Certificate,
Senior Debt Security, Subordinated Debt Security, Warrant, Rights
and Unit, (i) will comply with the Articles, By-Laws, all
applicable laws and all applicable regulatory requirements, and
(ii) will not constitute or result in a breach of or a default
under, and will not create a state of facts which, after notice or
lapse of time or both, would result in a breach of or default
under, and will not conflict with, the Articles, By-Laws, any
applicable laws, any applicable regulatory requirements, any
agreement or instrument binding upon the Corporation, or any
requirements or restrictions imposed by any court or governmental
body having jurisdiction over the Corporation;
(k)
the provisions of
the Warrants, Rights, Senior Debt Securities, Subordinated Debt
Securities and Units will at all relevant times be consistent with
the provisions of the relevant Warrant Agreements, Rights Agreement
and Indentures, as applicable;
(l)
the provisions of
each Warrant Agreement, each Rights Agreement and each Indenture
will at all relevant times be fully consistent with the description
of the Warrant Agreements, Rights Agreements and Indentures set out
in the Registration Statement and will fully, completely and
accurately reflect the definitive terms of the respective Warrants,
Rights, Senior Debt Securities, Subordinated Debt Securities and
Units in accordance with the Warrant Issuance Authorization, Rights
Issuance Authorization, the Senior Debt Issuance Authorization, the
Subordinated Debt Issuance Authorization, and the Unit Issuance
Authorization, as applicable;
(m)
each Warrant
Certificate, each Rights Certificate, each Indenture, each Senior
Debt Security Certificate, and each Subordinated Debt Security
Certificate will comply with the Articles, By-Laws, applicable
laws, all applicable regulatory requirements and the applicable
Warrant Agreement, Rights Agreement or Indenture, as the case may
be, and will fully, completely and accurately reflect the
provisions of the relevant Warrant Agreement, Rights Agreement or
Indenture, as the case may be;
(n)
where the
Registration Statement provides that the Securities, or any
agreements relating thereto including the Indentures, Warrant
Agreements and Rights Agreements , shall contain certain terms
unless the relevant Prospectus Supplement provides otherwise, no
Prospectus Supplement shall provide otherwise;
(o)
each Warrant
Agreement, Rights Agreement, Indenture, Warrant Certificate, Rights
Certificate, Senior Debt Security Certificate and Subordinated Debt
Security Certificate will be governed by and interpreted in
accordance with Ontario Law;
(p)
the Corporation
will issue and deliver the Securities in the manner contemplated
by, and within the limits as to aggregate value or aggregate
principal amount set out in, the Registration
Statement;
(q)
the Corporation
will have received payment in full of the consideration for such
Securities in money or in property or past services that are not
less in value than the fair equivalent of the money that the
Corporation would have received if the Securities had been issued
for money as determined by the board of directors of the
Corporation, all as provided for in the applicable Common Share
Issuance Authorization, Senior Debt Issuance Authorization,
Subordinated Debt Issuance Authorization, Warrant Issuance
Authorization, Rights Issuance Authorization and Unit Issuance
Authorization, as the case may be;
(r)
the Corporation
shall at all relevant times continue to be in existence as a
corporation incorporated under the Canada Business Corporations Act and
shall not have been dissolved; and
(s)
the Articles and
By-Laws will remain unamended at all relevant times.
Opinions
On the
basis of the foregoing assumptions and subject to the
qualifications and limitations hereinafter expressed, we are of the
opinion that:
1.
the Common Shares
issued pursuant to the Registration Statement will be issued as
fully paid and non-assessable shares in the capital of the
Corporation;
2.
the Warrants issued
pursuant to the Registration Statement will constitute valid and
binding obligations of the Corporation;
3.
the Rights issued
pursuant to the Registration Statement will constitute valid and
binding obligations of the Corporation;
4.
the Senior Debt
Securities issued pursuant to the Registration Statement will
constitute valid and binding obligations of the
Corporation;
5.
the Subordinated
Debt Securities issued pursuant to the Registration Statement will
constitute valid and binding obligations of the Corporation;
and
6.
the Units issued
pursuant to the Registration Statement will constitute valid and
binding obligations of the Corporation.
Qualifications
The
foregoing opinions are subject to the following qualifications,
limitations, restrictions and exceptions:
(a)
we have not
participated in the preparation of the Registration Statement and
we have not reviewed the proposed form of any Prospectus
Supplement, Warrant Agreement, Rights Agreement, Indenture, Warrant
Certificate, Rights Certificate, Senior Debt Security Certificate
or Subordinated Debt Security Certificate, and as a result we
express no opinion with respect to the authorization, execution,
delivery, legality, validity, enforceability or binding nature of
any particular Indenture, Warrant Agreement, Rights Agreement,
Warrant Certificate, Rights Certificate, Senior Debt Security
Certificate or Subordinated Debt Security Certificate entered into
by the Corporation or with respect to the legality, validity,
enforceability or binding nature any specific provision of any such
document;
(b)
the validity and
binding nature of any Warrant, Rights, Warrant Agreement, Rights
Agreement or Indenture or any judgment arising out of or in
connection with any Warrant, Rights, Senior Debt Security,
Subordinated Debt Security, Unit, Warrant Agreement, Rights
Agreement or Indenture may be limited by the application of
bankruptcy, insolvency, winding-up, reorganization, arrangement,
moratorium or other laws relating to or affecting creditors’
rights generally and the equitable or statutory power of the courts
to stay proceedings before them, to stay the execution of judgments
and to grant relief against forfeiture;
(c)
the validity and
binding nature of any Warrant, Rights, Senior Debt Security,
Subordinated Debt Security, Unit, Warrant Agreement, Rights
Agreement or Indenture will be subject to and may be limited by
general principles of equity, including the principle that the
granting of equitable remedies such as specific performance and
injunction is subject to the discretion of courts of competent
jurisdiction, and no opinion is given as to any specific remedy
that may be granted, imposed or rendered (including equitable
remedies such as specific performance and injunction);
(d)
any action on any
Warrant, Rights, Senior Debt Security, Subordinated Debt Security,
Unit, Warrant Agreement, Rights Agreement or Indenture may be
barred after the expiry of the applicable limitation period under
applicable legislation;
(e)
no opinion is
expressed as to the interpretation and application of any provision
in any documentation which is governed by, refers to, incorporates
by reference or requires compliance with any statute, rule,
regulation, custom or practice of any jurisdiction other than the
Province of Ontario and the laws of Canada applicable therein;
and
(f)
a court in Ontario
reserves the right to decline jurisdiction in any action on the
basis that Ontario is an inconvenient forum or that concurrent or
prior proceedings have been brought elsewhere, notwithstanding any
waiver of the right to raise such objection or
defence.
Limitation
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is
required under Section 7 of the 1933 Act, and the rules and
regulations thereunder. This opinion is being delivered in
connection with the filing of the Registration Statement described
herein and must not be relied upon in connection with any other
matter or transaction, including any specific offering of
securities of the Corporation, without our prior written consent,
or quoted from or referred to in any other documents or furnished
(either in its original form or by copy) to any other
party.
Yours
truly,
FASKEN MARTINEAU DuMOULIN LLP
/s/ Fasken Martineau DuMoulin LLP