Current Report Filing (8-k)
September 25 2018 - 5:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 25, 2018 (September 21, 2018)
UR-ENERGY
INC
.
(Exact name of registrant as specified in
its charter)
CANADA
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001-33905
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Not Applicable
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(State or other
jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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10758 W Centennial Road, Suite 200
Littleton, Colorado, 80127
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
(720) 981-4588
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
TABLE OF CONTENTS
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Item 1.01
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Entry Into a Material Definitive Agreement
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Item 9.01
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Financial Statements and Exhibits
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Signature
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Item 1.01
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Entry Into a Definitive Material Agreement
.
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On September 21, 2018,
Ur-Energy Inc. (the “
Company
”) entered into an Underwriting Agreement (the “
Underwriting Agreement
”)
with Cantor Fitzgerald & Co., as representative of the underwriters named therein (the “
Underwriters
”),
in connection with an underwritten public offering of 12,195,122 of the Company’s common shares (the “
Common Shares
”)
and accompanying warrants to purchase 6,097,561 Common Shares, at a combined public offering price of $0.82 per share and accompanying
one-half warrant. Each whole warrant is exercisable for one-half common share at an exercise price of $1.00 per whole share and
will expire three years from the date of issuance.
Under the terms of
the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 1,829,268 additional Common
Shares and additional warrants to purchase up to 914,634 Common Shares. On September 24, 2018, the Underwriters partially exercised
their option to purchase 867,756 additional warrants to purchase an additional 433,878 Common Shares. The gross proceeds to the
Company from the offering are expected to be $10.0 million, before deducting underwriting discounts and commissions and other estimated
offering expenses payable by the Company. All of the securities in the offering are being sold by the Company.
On September 25, 2018,
the Company entered into a Warrant Agreement with Computershare Trust Company, N.A. (the “
Warrant Agreement
”).
Pursuant to the Warrant Agreement, the warrants may be exercised at any time on or after the date of issuance and will expire September
25, 2021. The warrants contain provisions that prohibit exercise if the holder, together with any affiliates, would beneficially
own in excess of 4.99% of the number of Common Shares outstanding immediately after giving effect to such exercise. The holder
of the warrants may increase or decrease this percentage by providing at least 61 days prior notice to the Company.
In
the event of certain corporate transactions, the holders of the warrants will be entitled to receive, upon exercise of the warrants,
the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants
immediately prior to such transaction.
The warrants do not contain voting rights or any of the other rights or privileges
as a holder of Common Shares. There is no established trading market for the warrants and the Company does not expect a market
to develop. In addition, the Company does not intend to apply for the listing of the warrants on any national securities exchange
or other trading market.
The offering is being
made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-219433)
previously filed with the Securities and Exchange Commission and declared effective on August 3, 2017, and a preliminary and final
prospectus supplement thereunder.
The Underwriting Agreement
contains customary representation, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including liabilities arising under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide
investors and security holders with information regarding its terms. It is not intended to provide any other factual information
about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes
of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to
limitations agreed upon by the contracting parties.
The preceding summary
of the Underwriting Agreement and warrants is qualified in its entirety by reference to the full text of the Underwriting Agreement
and the Warrant Agreement, copies of which are attached as Exhibit 1.1 and Exhibit 4.1 hereto and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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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:
September 25, 2018
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UR-ENERGY INC.
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By:
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/s/
Penne A. Goplerud
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Name:
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Penne A. Goplerud
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Title:
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General Counsel and Corporate
Secretary
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