AMENDED BY-LAW NO.
1
A by-law
relating generally to
the
transaction of the business
and
affairs of
UR-ENERGY
INC.
DIRECTORS
1. Calling of and notice of
meetings Meetings of the board will be held on such day and
at such time and place as the President or Secretary of the Corporation or any
two directors may determine. Notice of meetings of the board will be
given to each director not less than 48 hours before the time when the meeting
is to be held. Each newly elected board may without notice hold its
first meeting for the purposes of organization and the appointment of officers
immediately following the meeting of shareholders at which such board was
elected.
2. Votes to
govern At all meetings of the board every question will be
decided by a majority of the votes cast on the question; and in case of an
equality of votes the chair of the meeting will not be entitled to a second or
casting vote.
SHAREHOLDERS’
MEETINGS
4. Quorum A
quorum for the transaction of business at any meeting of shareholders of the
Corporation shall be two shareholders present in person or represented by proxy,
holding not less than 10% of the shares of the Corporation entitled to be voted
at such meeting.
If at any
such meeting a quorum is not present within thirty minutes after the time
appointed for the meeting, then the meeting shall be adjourned to such date
being not less than seven days later.
5. Meetings by telephonic or
electronic means A meeting of the shareholders may be held by
means of a telephonic, electronic or other communication facility that permits
all participants to communicate adequately with each other during the
meeting.
6. Postponement or cancellation
of meetings A meeting of shareholders may be postponed or
cancelled by the board at any time prior to the date of the
meeting.
7. Procedures at
meetings The board may determine the procedures to be followed
at any meeting of shareholders including, without limitation, the rules of
order. Subject to the foregoing, the chair of a meeting may determine
the procedures of the meeting in all respects.
INDEMNIFICATION
8. Indemnification of directors
and officers The Corporation will indemnify a director or
officer of the Corporation, a former director or officer of the Corporation or
another individual who acts or acted at the Corporation’s request as a director
or officer, or in a similar capacity, of another entity, and his or her heirs
and legal representatives to the extent permitted by the Canada Business Corporations
Act.
9. Indemnity of
others Except as otherwise required by the Canada Business Corporations
Act and subject to paragraph 9, the Corporation may from time to time
indemnify and save harmless any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
or she is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as an employee, agent of or participant in
another entity against expenses (including legal fees), judgments, fines and any
amount actually and reasonably incurred by him or her in connection with such
action, suit or proceeding if he or she acted honestly and in good faith with a
view to the best interests of the Corporation or, as the case may be, to the
best interests of the other entity for which he or she served at the
Corporation’s request and, with respect to any criminal or administrative action
or proceeding that is enforced by a monetary penalty, had reasonable grounds for
believing that his or her conduct was lawful. The termination of any
action, suit or proceeding by judgment, order, settlement or conviction will
not, of itself, create a presumption that the person did not act honestly and in
good faith with a view to the best interests of the Corporation or other entity
and, with respect to any criminal or administrative action or proceeding that is
enforced by a monetary penalty, had no reasonable grounds for believing that his
or her conduct was lawful.
10. Right of indemnity not
exclusive The provisions for indemnification contained in the
by-laws of the Corporation will not be deemed exclusive of any other rights to
which any person seeking indemnification may be entitled under any agreement,
vote of shareholders or directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity, and will continue as to
a person who has ceased to be a director, officer, employee or agent and will
inure to the benefit of that person’s heirs and legal
representatives.
11. No liability of directors or
officers for certain matters To the extent permitted by law,
no director or officer for the time being of the Corporation will be liable for
the acts, receipts, neglects or defaults of any other director or officer or
employee or for joining in any receipt or act for conformity or for any loss,
damage or expense happening to the Corporation through the insufficiency or
deficiency of title to any property acquired by the Corporation or for or on
behalf of the Corporation or for the insufficiency or deficiency of any security
in or upon which any of the moneys of or belonging to the Corporation will be
placed out or invested or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person, firm or body corporate with whom or
which any moneys, securities or other assets belonging to the Corporation will
be lodged or deposited or for any loss, conversion, misapplication or
misappropriation of or any damage resulting
from any
dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his or her respective office or trust
or in relation thereto unless the same will happen by or through his or her
failure to act honestly and in good faith with a view to the best interests of
the Corporation and in connection therewith to exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances. If any director or officer of the Corporation is
employed by or performs services for the Corporation otherwise than as a
director or officer or is a member of a firm or a shareholder, director or
officer of a body corporate which is employed by or performs services for the
Corporation, the fact that the person is a director or officer of the
Corporation will not disentitle such director or officer or such firm or body
corporate, as the case may be, from receiving proper remuneration for such
services.
BANKING ARRANGEMENTS,
CONTRACTS, ETC.
12. Banking
arrangements The banking business of the Corporation, or any
part thereof, will be transacted with such banks, trust companies or other
financial institutions as the board may designate, appoint or authorize from
time to time and all such banking business, or any part thereof, will be
transacted on the Corporation’s behalf by one or more officers or other persons
as the board may designate, direct or authorize from time to time.
13. Execution of
instruments Contracts, documents or instruments in writing
requiring execution by the Corporation will be signed by hand by any officer or
director and all contracts, documents or instruments in writing so signed will
be binding upon the Corporation without any further authorization or
formality. The board is authorized from time to time by
resolution
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(a)
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to
appoint any officer or any other person on behalf of the Corporation to
sign by hand (whether under the corporate seal of the Corporation, if any,
or otherwise) and deliver either contracts, documents or instruments in
writing generally or to sign either by hand or by facsimile or mechanical
signature or otherwise (whether under the corporate seal of the
Corporation, if any, or otherwise) and deliver specific contracts,
documents or instruments in writing,
and
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(b)
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to
delegate to any two officers of the Corporation the powers to designate,
direct or authorize from time to time in writing one or more officers or
other persons on the Corporation’s behalf to sign either by hand or by
facsimile or mechanical signature or otherwise (whether under the
corporate seal of the Corporation, if any, or otherwise) and deliver
contracts, documents or instruments in writing of such type and on such
terms and conditions as such two officers see
fit.
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Contracts,
documents or instruments in writing that are to be signed by hand may be signed
electronically. The term “contracts, documents or instruments in
writing” as used in this by-law includes without limitation deeds, mortgages,
charges, conveyances, powers of attorney, transfers and assignments of property
of all kinds (including specifically but without limitation transfers and
assignments of shares, warrants, bonds, debentures or other securities), proxies
for shares or other securities and all paper writings.
MISCELLANEOUS
14. Invalidity of any provisions
of this by-law The invalidity or unenforceability of any
provision of this by-law will not affect the validity or enforceability of the
remaining provisions of this by-law.
15. Omissions and
errors The accidental omission to give any notice to any
shareholder, director, officer or auditor or the non-receipt of any notice by
any shareholder, director, officer or auditor or any error in any notice not
affecting its substance will not invalidate any action taken at any meeting to
which the notice related or otherwise founded on the notice.
INTERPRETATION
16. Interpretation In
this by-law and all other by-laws of the Corporation words importing the
singular number only include the plural and vice versa; words importing any
gender include all genders; words importing persons include individuals,
corporations, limited and unlimited liability companies, general and limited
partnerships, associations, trusts, unincorporated organizations, joint ventures
and governmental authorities; “board” means the board of directors of the
Corporation; “Canada Business
Corporations Act” means Canada Business Corporations
Act, R.S.C. l985, c. C-44 as from time to time amended, re-enacted or
replaced; terms that are not otherwise defined in this by-law have the meanings
attributed to them in the Canada Business Corporations
Act; and “meeting of shareholders” means an annual meeting of
shareholders or a special meeting of shareholders.
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