UR-ENERGY INC. Reports Material Agreement and Equity Sales

TL;DR

UR-ENERGY INC. signed a big deal, took on debt, and sold stock on Dec 10, 2025.

AI Summary

On December 10, 2025, UR-ENERGY INC. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing details these events and includes financial statements and exhibits.

Why It Matters

This filing indicates significant financial and contractual activity for UR-ENERGY INC., potentially impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• UR-ENERGY INC. (company) — Registrant
• December 10, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $120.0 million — , Ur-Energy Inc. (the "Company") issued $120.0 million aggregate principal amount of 4.75% Con
• $20.0 million — in full of the option to purchase up to $20.0 million aggregate principal amount of notes tha
• $114.8 m — eeds of the offering were approximately $114.8 million, after deducting Initial Purchase
• $16.6 million — fering (i) to pay for the approximately $16.6 million cost of the capped call transactions en
• $1,000 — rice" (as defined in the Indenture) per $1,000 principal amount of notes for each trad
• $1.73 — itial conversion price of approximately $1.73 per common share, which represents a pr
• $25 million — han all the outstanding notes, at least $25 million aggregate principal amount of notes mus
• $10 million — owed with principal amount in excess of $10 million (or its foreign currency equivalent), i
• $2.72 — set subject to a cap initially equal to $2.72 per common share (which represents a pr

Filing Documents

• tm2533314d1_8k.htm (8-K) — 52KB
• tm2533314d1_ex4-1.htm (EX-4.1) — 765KB
• tm2533314d1_ex10-1.htm (EX-10.1) — 204KB
• tm2533314d1_ex99-1.htm (EX-99.1) — 17KB
• tm2533314d1_ex99-2.htm (EX-99.2) — 24KB
• 0001104659-25-121238.txt ( ) — 1441KB
• urg-20251210.xsd (EX-101.SCH) — 3KB
• urg-20251210_lab.xml (EX-101.LAB) — 33KB
• urg-20251210_pre.xml (EX-101.PRE) — 22KB
• tm2533314d1_8k_htm.xml (XML) — 3KB

01 Entry Into or Amendment of a Material Definitive Agreement

Item 1.01 Entry Into or Amendment of a Material Definitive Agreement. Indenture and Notes On December 15, 2025, Ur-Energy Inc. (the "Company") issued $120.0 million aggregate principal amount of 4.75% Convertible Senior Notes due 2031 (the "notes"), which amount includes the exercise in full of the option to purchase up to $20.0 million aggregate principal amount of notes that was granted to the initial purchasers of the offering of the notes (the "Initial Purchasers"). Net proceeds of the offering were approximately $114.8 million, after deducting Initial Purchasers' discounts and commissions and estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the offering (i) to pay for the approximately $16.6 million cost of the capped call transactions entered into with certain financial institutions (the "option counterparties") and (ii) for project development and general corporate purposes. The notes were issued pursuant to an indenture, dated December 15, 2025 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee. The notes are general unsecured obligations of the Company and will mature on January 15, 2031, unless earlier converted, redeemed, or repurchased. Interest on the notes will accrue at a rate of 4.75% per year from December 15, 2025, and will be payable semiannually in arrears on January 15 and July 15 of each year, beginning on July 15, 2026. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2030 only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company's common shares, no par value (the "common shares"), for at least 20 trading days (whether or not consecutive) during a period of 30

03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement. The information set forth under Item 1.01 under the heading "Indenture and Notes" of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 under the heading "Indenture and Notes" of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The notes were resold by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Offers and sales in Canada will be made only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws. The notes issued and the common shares issuable upon the conversion of notes, if any, to purchasers in Canada will be To the extent that any common shares are issued upon conversion of the notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the notes and any resulting issuance of common shares. Initially, a maximum of 88,235,292 common shares may be issued upon conversion of the notes based on the initial maximum conversion rate of 735.2941 common shares per $1,000 principal amount

01 Other Events

Item 8.01 Other Events. On December 10, 2025, the Company issued a press release announcing the launch of the notes offering and, on December 11, 2025, the Company issued a press release announcing the pricing of the notes offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated December 15, 2025, between Ur-Energy Inc. and U.S. Bank Trust Company, National Association. 4.2 Form of 4.75% Convertible Senior Note due 2031 (included in Exhibit 4.1). 10.1 Form of Capped Call Transaction Confirmation. 99.1 Press Release, dated December 10, 2025. 99.2 Press Release, dated December 11, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: December 15, 2025 Ur-Energy Inc. By: /s/ Penne A. Goplerud Name: Penne A. Goplerud Title: Corporate Secretary and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR