Current Report Filing (8-k)
May 29 2020 - 05:06PM
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): May 29,
2020
UR-ENERGY INC.
(Exact name of registrant as specified in its charter)
|
Canada
|
001- 33905
|
Not applicable
|
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification Number)
|
| 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
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
|
Trading Symbol |
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Name of each exchange on which registered: |
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Common
stock |
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URG
(NYSE American): URE (TSX) |
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NYSE
American; TSX |
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):
| ¨ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
|
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.
|
Item 9.01 |
Financial Statements and
Exhibits. |
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: May 29, 2020
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Ur-Energy Inc. |
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By: |
/s/ Penne A.
Goplerud |
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Name: |
Penne A. Goplerud |
| |
|
Title: |
Corporate Secretary and General
Counsel |
EXHIBIT INDEX
Ur Energy (AMEX:URG)
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From Dec 2020 to Jan 2021
Ur Energy (AMEX:URG)
Historical Stock Chart
From Jan 2020 to Jan 2021
