Common shares

The Company’s share capital consists of an unlimited amount of Class A preferred shares authorized, without par value, of which no shares are issued and outstanding; and an unlimited amount of common shares authorized, without par value, of which 378,169,709 shares and 364,101,038 shares were issued and outstanding as of December 31, 2025, and 2024, respectively.

On February 21, 2023, the Company closed an underwritten public offering of 34,000,000 common shares and accompanying warrants to purchase up to 17,000,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant. The warrants have an exercise price of $1.50 per whole common share and will expire three years from the date of issuance. Ur-Energy also granted the underwriters a 30-day option to purchase up to an additional 5,100,000 common shares and warrants to purchase up to 2,550,000 common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares. The gross proceeds to Ur-Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million.

On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms. The option was exercised in full. Including the exercised option, the Company issued a total of 65,722,500 common shares. The gross proceeds to the Company from this offering were approximately $69.0 million. After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million.

On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) relating to our common shares. Under the Sales Agreement, as amended, we may, from time to time, issue and sell common shares at market prices on the NYSE American or other U.S. market through agents for aggregate sales proceeds of up to $100 million.

During the year ended December 31, 2024, the Company sold 16,939,825 common shares through its At Market facility for $28.6 million. After issue costs of $0.7 million, net proceeds to the Company were $27.8 million. The Company also received $11.1 million from the exercise of 16,376,500 warrants for 8,188,250 underlying common shares, and $1.3 million from the exercise of 2,351,563 stock options. The Company issued no common shares in connection with the release of 39,233 RSUs.

During the year ended December 31, 2025, the Company sold 10,619,331 common shares through its At Market facility for $16.0 million. After issue costs of $0.4 million, net proceeds to the Company were $15.6 million. The Company also received $0.6 million from the exercise of 767,500 warrants for 383,750 underlying common shares, and $1.2 million from the exercise of 2,568,097 stock options. The Company also issued 497,493 common shares in connection with the release of 588,290 RSUs.

Stock options

In 2005, the Company’s Board of Directors approved the adoption of the Company’s stock option plan (the “Option Plan”). The Option Plan was most recently approved by the shareholders on June 2, 2023. Eligible participants under the Option Plan include directors, officers, employees, and consultants of the Company. Under the terms of the Option Plan, grants of options will vest over a three-year period: one-third on the first anniversary, one-third on the second anniversary, and one-third on the third anniversary of the grant. The term of the options is five years.

Activity with respect to stock options outstanding is summarized as follows:

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The exercise price of a new grant is set at the closing price for the stock on the Toronto Stock Exchange (TSX) on the trading day immediately preceding the grant date so there is no intrinsic value as of the date of grant. The weighted average grant date fair value was $1.00 and $1.01 per options for grants made during the years ended December 31, 2025 and 2024, respectively. The total intrinsic value of options exercised was $2.0 million and $1.7 million for the years ended December 31, 2025 and 2024, respectively.

We received $1.2 million and $1.3 million from options exercised in the years ended December 31, 2025 and 2024, respectively.

Stock-based compensation expense from stock options was $1.1 million and $0.8 million for the years ended December 31, 2025 and 2024, respectively. The expense created an increase in our deferred tax assets of $0.1 million and $0.1 million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was approximately $3.3 million unamortized stock-based compensation expense related to the Option Plan. The expenses are expected to be recognized over the remaining weighted-average vesting period of 2.5 years under the Option Plan.

The aggregate intrinsic value of options outstanding, exercisable, and vested and exercisable is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s shares.

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As of December 31, 2025, outstanding stock options were as follows:

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The aggregate intrinsic value of the options in the preceding table represents the total pre-tax intrinsic value for stock options, with an exercise price less than the Company’s TSX closing stock price of CAD$1.88 (approximately US$1.39) as of the last trading day in the year ended December 31, 2025, that would have been received by the option holders had they exercised their options on that date. There were 4,437,440 in-the-money stock options outstanding and 2,629,317 in-the-money stock options exercisable as of December 31, 2025.

The fair value of options issued in 2025 and 2024 as of their grant dates was determined using the Black-Scholes model as follows:

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Liability-classified stock options

As discussed in note 2, U.S. based employees’ stock options previously classified as equity were reclassified as liabilities in 2024. The affected options were remeasured and had a value of $2.5 million as of July 29, 2024, and $1.3 million and $1.8 million as of December 31, 2025 and 2024, respectively.

The fair value of the liability-classified options as of December 31, 2025 and 2024 was determined using the Black-Scholes model with the following assumptions:

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A summary of the liability-classified option activity for the years ended December 31, 2025 and 2024 is shown in the following table:

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Restricted share units

On June 24, 2010, the Company’s shareholders approved the adoption of the Company’s restricted share unit plan (the “RSU Plan”). Amendments to the RSU Plan were approved by our shareholders on June 3, 2021, and the plan is now known as the Amended and Restated Restricted Share Unit and Equity Incentive Plan (the “RSU&EI Plan”). The RSU&EI Plan was approved most recently by our shareholders on June 5, 2025.

Eligible participants under the RSU&EI Plan include directors and employees of the Company. Granted RSUs are redeemed on the second anniversary of the grant. Upon an RSU vesting, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.

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Activity with respect to RSUs outstanding is summarized as follows:

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Stock-based compensation expense from RSUs was $0.5 million and $0.5 million for the years ended December 31, 2025 and 2024, respectively.  The total fair value of RSUs vested was $0.8 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was approximately $1.2 million of unamortized stock-based compensation expense related to the RSU&EI Plan. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.7 years under the RSU&EI Plan.

As of December 31, 2025, outstanding RSUs were as follows:

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The fair value of RSUs on their respective grant dates was determined by multiplying the number of RSUs granted by the fair of the Company’s common shares on the grant date.  The Company does not estimate the potential for forfeiture of RSUs when determining the fair value of awards on the grant date. In the case of a RSUs that are either canceled or forfeited prior to vesting, the amortized expense associated with the unvested award is reversed.

The fair value of the RSUs on their respective grant dates was as follows:

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Warrants

In February 2021, the Company issued 16,930,530 warrants to purchase 8,465,265 common shares at $1.35 per whole common share for a term of three years.

In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 common shares at $1.50 per whole common share for a term of three years.

Activity with respect to warrants outstanding is summarized as follows:

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We received $0.6 million and $11.1 million from warrants exercised in the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the outstanding warrants were as follows:

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Fair value calculations of stock options, restricted share units, and warrants

The Company estimates expected future volatility based on daily historical trading data of the Company’s common shares. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life. The Company has never paid dividends and currently has no plans to do so. Forfeitures and expected lives were estimated based on actual historical experience.