|
Item 1.01
|
Entry Into a Material Definitive Agreement.
|
On May 29, 2020, Ur-Energy
Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
Riley FBR, Inc. (the “Agent”), under which the Company may, from time to time, issue and sell common shares at market
prices on the NYSE American LLC through the Agent for aggregate sales proceeds of up to $10,000,000 (the “ATM Offering”). The Sales Agreement replaces the prior At Market Issuance Sales Agreement entered into by the Company on May 27, 2016, as
amended.
Under the Sales Agreement,
the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during
which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimum
price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent may sell the shares
by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933,
as amended (the “Securities Act”). The Agent will use commercially reasonable efforts in conducting such sales activities
consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules
of the NYSE American LLC. The Sales Agreement may be terminated by the Company upon prior notice to the Agent or by the Agent upon
prior notice to the Company, or at any time by the Agent under certain circumstances, including but not limited to the occurrence
of a material adverse change in the Company.
The Sales Agreement
provides that the Agent will be entitled to compensation for its services at a commission rate of up to 3% of the gross sales price
per share sold. The Company has agreed in the Sales Agreement to reimburse certain expenses of the Agent in connection
with the ATM Offering up to a maximum of $50,000.
The Company has no
obligation to sell any shares under the Sales Agreement, and the Company or the Agent may suspend the offering of shares under
the Sales Agreement upon notice to the other and subject to other conditions. The Company has agreed in the Sales Agreement to
provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.
The shares will be
issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-238324), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2020. The Company filed a prospectus supplement,
on May 29, 2020, with the SEC in connection with the ATM Offering.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a
copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the Sales
Agreement has been included to provide 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 Sales Agreement were
made solely for purposes of the ATM Offering and as of specific dates, were solely for the benefit of the parties to the Sales
Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party
beneficiaries under the Sales Agreement and should not rely on the representations, warranties and covenants or any descriptions
thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Sales Agreement, which subsequent information may
or may not be fully reflected in the Company’s public disclosures.
The legal opinion of
Fasken Martineau DuMoulin LLP relating to the common shares being offered pursuant to the Sales Agreement is filed as Exhibit 5.1
to this Current Report on Form 8-K.