8 unchanged sentences
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.
+Added: The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP.
All internal control systems, no matter how well designed, have inherent limitations.
16 unchanged sentences
We have adopted a Code of Ethics (“Code”) which applies to all employees, officers, and directors.
−Removed: The full text of the Code is available on our website at https://www.ur-energy.com/investors/corporate-governance/governance-documents/.
+Added: The full text of the Code is available on our website at https://www.ur-energy.com/about/corporate-governance/governance-documents/.
We will post any amendments to, or waivers from, the Code on our corporate website or by filing a Current Report on Form 8-K.
18 unchanged sentences
Description of Registrant Securities
−Removed: Warrant Agreement, dated February 21, 2023, between the Company, Computershare Inc and Computershare Trust Company, N.A.
+Added: Indenture, dated December 15, 2025, between Ur-Energy Inc.
+Added: Bank Trust Company, National Association
+Added: Form of 4.75% Convertible Senior Notes due 2031 (included in Exhibit 4.2)
Amended and Restated At Market Issuance Sales Agreement, dated as of June 7, 2021, between the Company, B.
29 unchanged sentences
Goplerud, dated December 10, 2020(*)
−Removed: Employment Agreement between Ur-Energy USA Inc.
−Removed: Schierman, dated March 28, 2024 (*)
+Added: Amended and Restated Employment Agreement with Matthew D.
+Added: Gili, dated December 4, 2025(*)
+Added: Amended and Restated Employment Agreement with Ryan S.
+Added: Schierman, dated December 12, 2025(*)
+Added: Amended and Restated Employment Agreement with Jade Walle, dated December 12, 2025(*)
+Added: Employment Agreement with David A.
+Added: Ritchie, dated November 24, 2025(*)
+Added: Form of Capped Call Transaction Confirmation
Ur-Energy Inc.
2 unchanged sentences
Amended and Restated Restricted Share Unit & Equity Incentive Plan
−Removed: Letter of PricewaterhouseCoopers LLP, dated October 2, 2024
Ur-Energy Inc.
2 unchanged sentences
Consent of BDO USA, P.C.
−Removed: Consent of PricewaterhouseCoopers LLP
Consent of WWC Engineering with regard to the Technical Report Summary on the Lost Creek ISR Uranium Property, Sweetwater County, Wyoming, USA and the Technical Report Summary on Shirley Basin Project, Carbon County, Wyoming, USA
22 unchanged sentences
UR-ENERGY INC.
−Removed: April 11, 2025
+Added: March 10, 2026
+Added: /s/ Matthew D.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: April 11, 2025
+Added: March 10, 2026
+Added: /s/ Matthew D.
Chief Executive Officer (Principal Executive Officer)
−Removed: April 11, 2025
+Added: March 10, 2026
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
−Removed: April 11, 2025
+Added: March 10, 2026
+Added: March 10, 2026
/s/ Rob Chang
−Removed: April 11, 2025
−Removed: April 11, 2025
−Removed: April 11, 2025
+Added: March 10, 2026
+Added: March 10, 2026
+Added: March 10, 2026
/s/ Thomas H.
−Removed: April 11, 2025
+Added: March 10, 2026
/s/ John Paul Pressey
John Paul Pressey
−Removed: April 11, 2025
+Added: March 10, 2026
Ur-Energy Inc.
−Removed: Headquartered in Littleton, Colorado
+Added: Headquartered in Casper, Wyoming
Consolidated Financial Statements
5 unchanged sentences
Ur-Energy Inc.
−Removed: Littleton, Colorado
+Added: Casper, Wyoming
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Ur-Energy Inc.
−Removed: (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Ur-Energy Inc.
+Added: (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
14 unchanged sentences
We identified management’s assessment of impairment indicators of capital assets as a critical audit matter.
−Removed: Significant judgment is required by management when assessing whether there were indicators of impairment related to the Company’s capital assets, specifically related to assessing whether there were:
+Added: Judgment is required by management when assessing whether there were indicators of impairment related to the Company’s capital assets, specifically related to assessing whether there were:
(i) significant adverse changes in the business climate including significant adverse changes in legal factors;
1 unchanged sentence
and (iii) significant decreases in the market price of the capital assets.
−Removed: Auditing management's judgment around these elements was especially challenging due to the nature and extent of audit effort required to address this matter.
+Added: Auditing these elements involved especially subjective auditor judgment due to the nature and extent of audit effort required to address this matter.
The primary procedures we performed to address this critical audit matter included:
3 unchanged sentences
● Evaluating whether there were significant decreases in the market price of the capital assets by considering any prolonged declines in the Company’s market capitalization.
−Removed: Classification of Stock Options
−Removed: As described in Notes 2 and 17 to the consolidated financial statements, the Company reclassified outstanding Canadian dollar denominated stock options that were issued to US based employees from equity-classified to liability-classified options.
−Removed: The reclassification is accounted for as a stock option modification.
−Removed: The amount of the stock option compensation liability was $1.8 million as of December 31, 2024.
−Removed: Management applies significant judgment in evaluating and assessing whether employee stock options meet any of the scope exceptions to liability classification under accounting guidance for stock compensation.
−Removed: We identified management’s determination of stock options classification as a critical audit matter.
−Removed: When evaluating the liability classification scope exception, significant judgment is required by management to determine whether a substantial portion of the stock trading volume is still present in Canada.
−Removed: Auditing this assessment involved especially subjective and complex auditor judgment due to the nature and extent of audit effort required to address this matter, including the use of firm personnel with expertise in relevant technical accounting guidance.
+Added: Accounting and Valuation for Convertible Notes, Conversion Option Derivative and Capped Call Derivative
+Added: As described in Notes 11, 13 and 14 to the consolidated financial statements, in December 2025 the Company issued a $120 million aggregate principal amount of convertible senior notes due 2031 (the “Convertible Notes”) which included an embedded conversion feature (the “Conversion Option Derivative”) that met the criteria for bifurcation and was recognized as a separate derivative instrument valued at $52.3 million as of December 31, 2025.
+Added: In connection with the issuance of the Convertible Notes, the Company entered into a capped call transaction (the “Capped Call Derivative”) valued at $15.1 million as of December 31, 2025.
+Added: Both the Conversion Option Derivative and Capped Call Derivative are remeasured each reporting period with changes in fair value being recorded within the consolidated statement of operations and comprehensive loss.
+Added: We identified the Company’s accounting and valuation for the Convertible Notes, Conversion Option Derivative, and Capped Call Derivative, as a critical audit matter.
+Added: Determining whether the Conversion Option Derivative met the criteria for bifurcation to be recognized as a separate derivative instrument and whether the Conversion Option Derivative and the Capped Call Derivative met the criteria for equity classification involved the use of significant judgment in the application of complex accounting standards.
+Added: Additionally, subsequent to assessment of the liability classification of the Conversion Option Derivative, and the asset classification of the Capped Call Derivative, management used key assumptions in determining their fair values, including volatility.
+Added: Auditing these elements involved especially challenging, subjective, and complex auditor judgment due to the nature and extent of the audit effort required to evaluate management’s application of complex accounting standards to these elements, including the extent of specialized skills or knowledge needed.
The primary procedures we performed to address this critical audit matter included:
−Removed: ● Utilizing firm personnel with expertise in relevant technical accounting guidance to assist in evaluating the appropriateness of the Company’s application of the accounting guidance for stock compensation.
−Removed: ● Evaluating the Company’s current and historical stock trading volumes in Canada and the United States.
−Removed: ● Testing completeness and accuracy of the option awards identified by the Company to be liability-classified.
+Added: • Reading and analyzing the relevant agreements to identify relevant terms and conditions that affect whether the Conversion Option Derivative embedded within the Convertible Notes met the criteria to be bifurcated and recognized as a separate derivative instrument and whether the Conversion Option Derivative and the Capped Call Derivative met the criteria for equity classification.
+Added: • Utilizing firm personnel with expertise in the relevant technical accounting, to assist in evaluating the Company’s conclusions regarding whether the Conversion Option Derivative met the criteria to be bifurcated and recognized as a separate derivative instrument and whether the Conversion Option Derivative and the Capped Call Derivative met the criteria for equity classification.
+Added: • Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the reasonableness of the volatility assumption used in the fair value calculations.
/s/ BDO USA, P.C.
1 unchanged sentence
Spokane, Washington
−Removed: April 11, 2025
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Shareholders of Ur-Energy Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the consolidated balance sheet of Ur-Energy Inc.
−Removed: and its subsidiaries (the Company) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, of changes in shareholders’ equity, and of cash flows for the year ended December 31, 2023, including the related notes (collectively referred to as the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/PricewaterhouseCoopers LLP
−Removed: Chartered Professional Accountants
−Removed: Vancouver, Canada
March 10, 2026
−Removed: We served as the Company’s auditor from 2004 to 2024.
−Removed: PricewaterhouseCoopers LLP
−Removed: PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7
−Removed: +1 604 806 7000, F.:
−Removed: +1 604 806 7806, Fax to mail:
−Removed: ca_vancouver_main_fax@pwc.com
−Removed: “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
Ur-Energy Inc.
7 unchanged sentences
Trade receivables
+Added: Prepaid expenses and other current assets
Current portion of lease receivables (net)
−Removed: Prepaid expenses
Total current assets
4 unchanged sentences
Capital assets (net)
+Added: Capped call derivative
Total non-current assets
2 unchanged sentences
Accounts payable and accrued liabilities
−Removed: Current portion of notes payable
−Removed: Current portion of inventory derivative obligation (net)
−Removed: Current portion of warrant liabilities
+Added: Inventory derivative obligation (net)
Current portion of financing lease liabilities
2 unchanged sentences
Non-current liabilities
+Added: Long-term debt
+Added: Conversion option derivative
Warrant liability
16 unchanged sentences
(the accompanying notes are an integral part of these consolidated financial statements)
−Removed: Year Ended December 31,
Cost of sales
+Added: Gross profit (loss)
Operating costs
−Removed: Operating loss
−Removed: Net interest income (expense)
+Added: Operating profit (loss)
+Added: Interest income
+Added: Interest expense
Mark to market gain (loss)
−Removed: Foreign exchange gain
+Added: Foreign exchange gain (loss)
Other income (loss)
+Added: Net income (loss)
Foreign currency translation adjustment
−Removed: Comprehensive loss
−Removed: Loss per common share:
+Added: Comprehensive income (loss)
+Added: Income (loss) per common share:
Weighted average common shares:
5 unchanged sentences
Comprehensive
+Added: Shareholders'
December 31, 2023
Shares issued for cash
−Removed: Less share issue costs
+Added: Share issue costs
Exercise of warrants
Exercise of stock options
+Added: Stock option liability adjustment
Redemption of RSUs
Stock compensation
−Removed: Comprehensive income (loss)
+Added: Net income (loss)
December 31, 2024
Shares issued for cash
−Removed: Less share issue costs
+Added: Share issue costs
Exercise of warrants
1 unchanged sentence
Redemption of RSUs
−Removed: Reclassify stock options to liabilities
Stock compensation
−Removed: Comprehensive income (loss)
+Added: Net income (loss)
December 31, 2025
3 unchanged sentences
(the accompanying notes are an integral part of these consolidated financial statements)
−Removed: Year Ended December 31,
Operating activities
+Added: Net income (loss)
Adjustments to reconcile net loss to net cash used in operating activities:
5 unchanged sentences
Depreciation of capital assets
−Removed: Accretion expense
−Removed: Amortization of deferred loan costs
+Added: Accretion of asset retirement obligations
+Added: Amortization of debt discount
Provision for reclamation
Mark to market loss (gain)
+Added: Loss (gain) on sale of assets
Unrealized foreign exchange gain
1 unchanged sentence
Trade receivables
−Removed: Lease receivable
−Removed: Prepaid expenses
+Added: Lease receivables
+Added: Prepaid expenses and other current assets
Accounts payable and accrued liabilities
−Removed: Net cash used in operating activities
+Added: Net cash provided by (used in) operating activities
Investing activities
Purchase of capital assets
−Removed: Net cash used in investing activities
+Added: Net cash provided by (used in) investing activities
Financing activities
−Removed: Issuance of common shares and warrants for cash
+Added: Issuance of common shares for cash
Share issue costs
+Added: Proceeds from convertible notes issuance
+Added: Convertible notes financing costs
+Added: Purchase of capped call
Proceeds from exercise of warrants and stock options
RSU redeemed for cash
−Removed: Change in finance lease liabilities
−Removed: Repayment of debt
−Removed: Net cash provided by financing activities
+Added: Changes in financial lease liability
+Added: Repayment of long-term debt
+Added: Net cash provided by (used in) financing activities
Effects of foreign exchange rate changes on cash
−Removed: Increase in cash and cash equivalents, and restricted cash and cash equivalents
+Added: Increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents
Beginning cash and cash equivalents, and restricted cash and cash equivalents
9 unchanged sentences
The Company continued under the Canada Business Corporations Act on August 8, 2006.
−Removed: The Company is an exploration stage issuer.
−Removed: The Company is engaged in uranium mining and recovery operations, with activities including the acquisition, exploration, development, and production of uranium mineral resources located primarily in Wyoming.
+Added: The Company is an exploration stage issuer, as defined by the U.S.
+Added: Securities Exchange Commission (“SEC”).
+Added: The Company is engaged in uranium mining and recovery operations, with activities including the acquisition, exploration, development, and production of uranium mineral resources located in Wyoming.
The Company commenced uranium production at its Lost Creek Project in Wyoming in 2013.
−Removed: Due to the nature of the uranium recovery methods used by the Company on the Lost Creek Property, the Company has not determined whether the properties contain mineral reserves.
+Added: Due to the nature of the uranium recovery methods used by the Company, the Company has not determined whether its properties contain mineral reserves.
The recoverability of amounts recorded for mineral properties is dependent upon the discovery of economic resources, the ability of the Company to obtain the necessary financing to develop the properties and upon attaining future profitable production from the properties or sufficient proceeds from disposition of the properties.
−Removed: Furthermore, the Company currently has no plans to establish proven or probable reserves for any of its uranium projects for which the Company plans on utilizing in situ recovery (“ISR”) mining, such as the Lost Creek Property or the Shirley Basin Project.
+Added: Furthermore, the Company currently has no plans to establish proven or probable reserves for any of its uranium projects for which the Company plans on utilizing in situ recovery (“ISR”) mining, such as the Lost Creek Property or the Shirley Basin Project, which would require completion of a bankable feasibility study for each project.
As a result, and even though the Company commenced recovery of uranium at the Lost Creek Project in August 2013, the Company remains an exploration stage issuer, and will continue to remain an exploration stage issuer until such time as proven or probable mineral reserves have been established.
1 unchanged sentence
Basis of presentation
−Removed: These financial statements have been prepared by management in accordance with United States generally accepted accounting principles (“US GAAP”) and include all the assets, liabilities and expenses of the Company and its wholly owned subsidiaries Ur-Energy USA Inc.;
+Added: These consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include all the assets, liabilities and expenses of the Company and its wholly owned subsidiaries Ur-Energy USA Inc.;
NFU Wyoming, LLC;
8 unchanged sentences
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
−Removed: The most significant estimates management makes in the preparation of these consolidated financial statements relate to the fair value of stock-based compensation and warrant liabilities using the factors associated with the Black-Scholes calculations, estimation of the amount of recoverable uranium included in the in-process inventory, impairment of long-lived assets including mineral properties, estimation of the fair market value of non-produced inventory and the inventory derivative obligation, estimation of inputs used to calculate asset retirement obligations such as credit-adjusted risk free discount rates and inflation rates, total cost and the time until the asset retirement commences and the offset of future income taxes through deferred tax assets.
+Added: The most significant estimates management makes in the preparation of these consolidated financial statements relate to the fair value of stock-based compensation, warrant liability, and capped call derivative using the factors associated with the Black-Scholes calculations, the fair value of the conversion option using the factors associated with the binomial lattice model, the estimation of the amount of recoverable uranium included in the in-process inventory, the impairment of long-lived assets including mineral properties, the estimation of the fair market value of non-produced inventory and the inventory derivative obligation, the estimation of inputs used to calculate asset retirement obligations such as credit-adjusted risk free discount rates and inflation rates, total cost and the time until the asset retirement commences and the offset of future income taxes through deferred tax assets.
Actual results could differ from those estimates.
5 unchanged sentences
Functional and reporting currency
−Removed: The reporting currency for these consolidated financial statements is U.S.
−Removed: Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
+Added: The reporting currency for these consolidated financial statements is the U.S.
+Added: Items included in the consolidated financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
The functional currency of Ur-Energy Inc.
5 unchanged sentences
Restricted cash and cash equivalents
−Removed: Cash and cash equivalents that secures various instruments related to surety bonds, which secure reclamation obligations and a state lease, are shown as restricted cash.
+Added: Cash and cash equivalents that secure various instruments related to surety bonds, which secure reclamation obligations and a state lease, are shown as restricted cash.
Restricted cash and cash equivalents are excluded from cash and cash equivalents and are included in non-current assets.
6 unchanged sentences
The residual value of the direct finance leases is specified in the lease agreement.
−Removed: Residual values amounted to $ 50 thousand at December 31, 2024 and are included in the carrying value of direct finance leases.
+Added: Residual value payments owed to the Company at the conclusion of these leases amounted to $ 0.4 million at December 31, 2025, and are included in the carrying value of direct finance leases.
Unearned lease revenue represents the difference between the Company’s investment in the property and the gross investment in the lease.
1 unchanged sentence
In-process inventory represents uranium that has been extracted from the wellfield and captured in the processing plant and is currently being transformed into a saleable product.
−Removed: Plant inventory is triuranium octoxide or (‘U 3 O 8 ”) that is contained in yellowcake, which has been dried and packaged in drums, but not yet shipped to the conversion facility.
+Added: Plant inventory is triuranium octoxide (“U 3 O 8 ”) that is contained in yellowcake, which has been dried and packaged in drums, but not yet shipped to the third-party conversion facility.
Conversion facility inventory is U 3 O 8 that has been shipped to the conversion facility.
21 unchanged sentences
Equipment purchases and costs associated with constructing the plant building as well as mine site access roads and the plant site are capitalized and amortized on a straight line basis over the initially estimated life of the mine.
+Added: Production stage issuers, as defined by the SEC, having established proven and probable reserves, typically capitalize expenditures relating to ongoing development activities, with corresponding depletion calculated over proven and probable reserves using the units-of-production method.
+Added: Depletion is then allocated to inventory and as the inventory is sold, to cost of sales.
+Added: We are an exploration stage issuer which has resulted in the Company reporting larger losses than if we were a production stage issuer, due to the expensing, instead of capitalization, of expenditures relating to ongoing mine development activities.
+Added: Additionally, there would be no corresponding depletion allocated to future periods of the Company since those costs had been expensed previously, resulting in both lower inventory costs and cost of sales, and results of operations with higher gross profit and lower gross loss than if we would have been in the production stage.
+Added: As a result, our consolidated financial statements may not be directly comparable to the financial statements of production stage issuers.
Capital assets
6 unchanged sentences
Estimated lives for depreciation purposes range from three years for computer equipment and software to 20 years for the plant enclosure and the nameplate life of the related equipment.
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
Impairment of long-lived assets
7 unchanged sentences
and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life.
−Removed: Ur-Energy Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024
−Removed: (expressed in thousands of U.S.
−Removed: dollars, except share data, unless otherwise indicated)
When potential impairment is indicated, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, recoverable resources and operating, capital, and reclamation costs.
12 unchanged sentences
and (vii) the introduction of significantly more stringent regulatory laws and regulations.
−Removed: Notes payable
+Added: Long-term debt
Long-term debt is carried at amortized cost.
−Removed: Debt issuance costs, debt premiums and discounts and annual fees are included in the long-term debt balance and amortized using the effective interest rate over the contractual terms of the long-term debt.
−Removed: Inventory derivative obligation
−Removed: The obligation associated with the inventory loan is classified as a single derivative and is carried at fair value, net of the related cash deposit held by the lender.
+Added: Debt issuance costs, debt premiums and discounts are included in the long-term debt balance and amortized using the effective interest method over the contractual terms of the long-term debt.
+Added: Derivative financial instruments
+Added: The Company records derivative financial instruments on the consolidated balance sheets at fair value as either an asset or a liability with changes in fair value recognized in earnings.
+Added: Derivative financial instruments are classified as either current or non-current based upon the related classification of the host contract.
+Added: The inventory derivative obligation is adjusted to fair value using the average current spot uranium price before subtracting the related cash deposit held by the lender.
+Added: The warrant liability and capped call derivative are adjusted to fair value using the Black Scholes valuation model.
+Added: The conversion option derivative is adjusted to fair value using a binomial lattice valuation model.
Asset retirement obligations
1 unchanged sentence
The Company records the fair value of an asset retirement obligation as a liability in the period in which it incurs an obligation associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.
−Removed: Asset retirement obligations consist of estimated final well abandonments, plant closure and removal, and the associated reclamation and restoration costs to be incurred by the Company in the future.
−Removed: The estimated value of the asset retirement obligation is based on the current estimated reclamation cost escalated at an inflation rate and then discounted at a credit adjusted risk-free rate.
−Removed: This liability is recorded, and a corresponding asset is capitalized as part of the cost of the related asset.
−Removed: The asset is amortized over its remaining productive life.
−Removed: The liability accretes until it reaches the estimated future reclamation cost and remains until the Company settles the obligation.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: Asset retirement obligations consist of estimated final well abandonments, plant closure and removal, and the associated reclamation and restoration costs to be incurred by the Company in the future.
+Added: The estimated value of the asset retirement obligation is based on the current estimated reclamation cost escalated at an inflation rate and then discounted at a credit adjusted risk-free discount rate.
+Added: This liability is recorded, and a corresponding asset is capitalized as part of the cost of the related asset.
+Added: The asset is amortized over its remaining estimated productive life.
+Added: The liability accretes until it reaches the estimated future reclamation cost and remains until the Company settles the obligation.
Financing lease liabilities and right of use assets
12 unchanged sentences
The contracts specify the quantity to be delivered, the price or specific calculation method of the price, payment terms, and the year(s) of the delivery.
−Removed: When a delivery is approved, the Company notifies the conversion facility with instructions for a title transfer to the customer.
−Removed: For sales of U 3 O 8 , the single performance obligation is met, the transaction price is known, and revenue is recognized at the time of the transfer of control of the agreed-upon quantities to the customer.
+Added: When a customer delivery is approved, the Company notifies the third-party conversion facility with instructions for a title transfer to the customer.
+Added: For sales of U 3 O 8 , the single performance obligation is met, the transaction price is known, and revenue is recognized at the time of the transfer of control of the agreed-upon quantities to the customer at the third-party conversion facility.
Stock-based compensation
−Removed: Stock-based compensation cost from the issuance of stock options and restricted share units (“RSUs”) is measured at the grant date based on the fair value of the award and is recognized over the related service period.
+Added: Stock-based compensation cost from the issuance of stock options and restricted share units (“RSUs”) is measured at the grant date based on the fair value of the award and is recognized over the related service period using the straight-line method.
Stock-based compensation costs are charged to cost of sales, exploration and evaluation, development, and general and administrative expense on the same basis as other compensation costs.
+Added: The Company does not estimate the potential for forfeiture of stock-based compensation awards when determining the fair value of awards on the grant date.
+Added: In the case of a stock-based compensation award that is either canceled or forfeited prior to vesting, the amortized expense associated with the unvested award is reversed.
Awards of options that provide for an exercise price that is not denominated in:
3 unchanged sentences
However, the decrease in the number of shares traded in the Canadian market for the Company’s trading symbol, URE, as compared to the number of shares traded on the NYSE American for the Company’s trading symbol, URG, following our July 29, 2024 underwritten public offering resulted in the reclassification of outstanding stock options that were issued to US based employees which were denominated in Canadian dollars from equity-classified to liability-classified options (see note 19).
−Removed: The reclassification is accounted for as a share option modification in accordance with FASB’s ASC 718 – Compensation – Stock Compensation (“ASC 718”).
−Removed: Under ASC 718, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award.
−Removed: Fair value changes below this minimum amount are recorded in additional paid-in capital.
−Removed: For each reporting period after the modification date, the stock option liability is adjusted so that it equals the portion of the requisite service provided multiplied by the modified award’s fair value at the end of the reporting period.
−Removed: Increases in the fair value of the liability in excess of the minimum grant date compensation cost described above are recognized as share-based compensation in operating expenses in the consolidated statement of operations and comprehensive loss.
−Removed: For all future grants of liability-classified option awards, the compensation cost is remeasured at each reporting period until settlement date.
+Added: The reclassification is accounted for as a share option modification in accordance with FASB’s ASC 718 – Compensation – Stock
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities.
+Added: Compensation (“ASC 718”).
+Added: Under ASC 718, when an award is reclassified from equity to liability, if at the reclassification date the original vesting conditions are expected to be satisfied, then the minimum amount of compensation cost to be recognized is based on the grant date fair value of the original award.
+Added: Fair value changes below this minimum amount are recorded in additional paid-in capital.
+Added: For each reporting period after the modification date, the stock option liability is adjusted so that it equals the portion of the requisite service provided multiplied by the modified award’s fair value at the end of the reporting period.
+Added: Increases in the fair value of the liability in excess of the minimum grant date compensation cost described above are recognized as share-based compensation in operating expenses in the consolidated statements of operations and comprehensive loss.
+Added: For all grants of liability-classified option awards, the compensation cost is remeasured at each reporting period until the settlement date.
+Added: The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.
The Company provides a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized.
3 unchanged sentences
Warrants are included only if the exercise price is less than the average stock price for the quarter.
−Removed: In periods of loss, the diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities.
−Removed: All convertible securities were anti-dilutive for all periods presented.
−Removed: We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources.
+Added: The convertible notes utilize the if-converted method which assumes convertible securities are converted into common shares and the numerator is reduced by interest expense incurred.
+Added: In periods of loss, the diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of outstanding stock awards and convertible securities.
+Added: All share awards and convertible securities were anti-dilutive for all periods presented.
+Added: We regularly review our reportable segments and the approach used by management to evaluate performance and allocate resources.
The Company operates as a single operating segment .
−Removed: Our determination that we operate as a single segment is consistent with the financial information as presented in the Consolidated Statement of Operations, which is regularly reviewed by the chief operating decision maker (CODM), considered to be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, and General Counsel, for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.
−Removed: Our CODM allocates resources and assesses financial performance on a consolidated basis with consideration given to key financial metrics, including gross loss, operating loss, and net loss.
−Removed: All revenues are earned within the United States, and all of the Company’s long-lived assets are within the United States.
−Removed: As the Company operates as a single operating segment, segment assets represent total assets as presented in the consolidated balance sheet.
−Removed: Significant expenses reviewed by the CODM are consistent with the presentation of expenses in the Company’s consolidated statement of operations and comprehensive loss, note 19, and note 20, as shown in the table below.
+Added: Our determination that we operate as a single segment is consistent with the financial information as presented in the consolidated statements of operations and comprehensive loss, which is regularly reviewed by the chief operating decision maker (CODM), considered to be the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Vice President Finance, and General Counsel, for purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.
+Added: Our CODM allocates resources and assesses financial performance on a consolidated basis with consideration given to key financial metrics, including gross profit (loss), operating loss, and net loss.
+Added: All revenues are earned within the U.S., and all of the Company’s long-lived assets are within the U.S..
+Added: As the Company operates as a single reportable segment, segment assets represent total assets as presented in the consolidated balance sheets.
+Added: Significant expenses reviewed by the CODM are consistent with the presentation of expenses in the Company’s consolidated statements of operations and comprehensive loss, note 21, and note 22, as shown in the table below.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: Year Ended December 31,
−Removed: Single Operating Segment
+Added: Single Reportable Segment
U 3 O 8 sales
1 unchanged sentence
U 3 O 8 product costs
−Removed: Lower of cost, market or NRV adjustments
+Added: Lower of cost or NRV adjustments
Cost of sales
+Added: Gross profit (loss)
Exploration and evaluation
General and administration
+Added: Accretion of asset retirement obligations
Operating costs
−Removed: Operating loss
−Removed: Net interest income (expense)
+Added: Operating profit (loss)
+Added: Interest income
+Added: Interest expense
Mark to market gain (loss)
−Removed: Foreign exchange gain
+Added: Foreign exchange gain (loss)
Other income (loss)
+Added: Net income (loss)
Classification of financial instruments
−Removed: The Company’s financial instruments consist of cash and cash equivalents, trade receivables, lease receivables, restricted cash and cash equivalents, accounts payable and accrued liabilities, lease liabilities, notes payable, inventory derivative obligation, and warrant liabilities.
−Removed: The Company has made the following classifications for these financial instruments:
−Removed: ● Cash, trade receivables, lease receivables, and restricted cash are recorded at amortized cost.
−Removed: Cash equivalents and restricted cash equivalents are recorded at fair value.
−Removed: Interest income is recorded using the effective interest rate method and is included in income for the period.
−Removed: ● Accounts payable and accrued liabilities, lease liabilities, and notes payable are measured at amortized cost.
−Removed: ● The inventory derivative obligation is adjusted to fair value using the average current spot uranium price before subtracting the related cash deposit held by the lender.
−Removed: ● Warrant liabilities, which relate to the derivative on warrants issued in U.S.
−Removed: dollars, are adjusted to the fair value using the Black-Scholes valuation method.
−Removed: Ur-Energy Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024
−Removed: (expressed in thousands of U.S.
−Removed: dollars, except share data, unless otherwise indicated)
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
9 unchanged sentences
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
−Removed: The Company's financial assets and liabilities as of December 31, 2024 and 2023 include cash, trade receivables, lease receivables, restricted cash, accounts payable and accrued liabilities, lease liabilities, and notes payable.
−Removed: The financial assets and liabilities are carried at cost, which approximates fair value due to their short-term maturities.
−Removed: Financial instruments, including cash equivalents, restricted cash equivalents, the inventory derivative obligation, and warrant liabilities are adjusted to fair value on a recurring basis as described in the preceding “Classification of financial instruments”.
−Removed: The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized.
−Removed: These assets include mineral properties.
−Removed: The Company did not record impairment to any non-financial assets in the years ended December 31, 2024 and 2023 and does not have any non-financial liabilities measured and recorded at fair value on a non-recurring basis.
−Removed: The following table sets forth the estimated fair value hierarchies of the Company’s financial assets and liabilities as of December 31, 2024 and 2023:
−Removed: Fair Value Hierarchy as of December 31, 2024
−Removed: Fair Value Hierarchy as of December 31, 2023
−Removed: Financial assets
−Removed: Trade receivables
−Removed: Leases receivable
−Removed: Restricted cash
−Removed: Financial liabilities
−Removed: Accounts payable and accrued liabilities
−Removed: Notes payable
−Removed: Leases payable
+Added: The Company's financial assets and liabilities as of December 31, 2025 and 2024 include cash, trade receivables, lease receivables, restricted cash, accounts payable and accrued liabilities, and lease liabilities.
+Added: These financial assets and liabilities are carried at cost, which approximates fair value due to their short-term maturities.
+Added: Long-term debt is also carried at cost in the consolidated balance
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: The following table sets forth the estimated fair value hierarchies of the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024 and 2023:
+Added: Financial instruments, including the inventory derivative obligation, warrant liability, conversion option derivative, and capped call derivative are adjusted to fair value on a recurring basis.
+Added: The Company has certain non-financial assets that are measured at fair value on a non-recurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized.
+Added: These assets include mineral properties and capital assets.
+Added: The Company did not record impairment to any non-financial assets in the years ended December 31, 2025 and 2024 and does not have any non-financial liabilities measured and recorded at fair value on a non-recurring basis.
+Added: The following table sets forth the estimated fair values and fair value hierarchies of the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024:
Fair Value Hierarchy as of December 31, 2025
3 unchanged sentences
Restricted cash equivalents
+Added: Capped call derivative
Financial instrument liabilities
−Removed: Inventory derivative obligation
−Removed: Warrant liabilities
+Added: Inventory derivative
+Added: obligation (net)
+Added: Warrant liability
+Added: Stock option liabilities
+Added: Conversion option derivative
New Accounting Pronouncements
−Removed: Reportable Segment Disclosures
−Removed: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, which requires the disclosure of significant segment expenses that are part of an entity’s segment measure of profit or loss and regularly provided to the chief operating decision maker.
−Removed: In addition, it adds or makes clarifications to other segment-related disclosures, such as clarifying that disclosure requirements are required for entities with a single reportable segment and that an entity may disclose multiple measures of segment profit and loss.
−Removed: ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024 with early adoption permitted.
−Removed: The Company adopted this standard on a retrospective basis on December 31, 2024, which resulted in expanded segment disclosures in these consolidated financial statements.
Income Tax Disclosures
1 unchanged sentence
The amendments improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information by jurisdiction.
−Removed: ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and are applied either prospectively or retrospectively at the option of the Company.
−Removed: The Company will continue to assess the potential impact of the standard.
+Added: ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and is applied either prospectively or retrospectively at the option of the Company.
+Added: The Company adopted this standard retrospectively on January 1, 2025, which resulted in expanded income tax disclosures in these consolidated financial statements.
Reporting Comprehensive Income
17 unchanged sentences
Cash on deposit
−Removed: Money market accounts
+Added: Money market and short-term government bond investment accounts
Trade Receivables
The Company’s trade receivables consist of the following:
−Removed: Trade Receivable
+Added: Trade Receivables
December 31, 2025
9 unchanged sentences
Unearned income
−Removed: Lease Receivables
+Added: Leases receivable
Unearned income
The leases are direct financing leases of drilling equipment.
−Removed: The lease terms are three to four years with a residual payment at the end of the term.
+Added: The lease terms are three to five years with a residual payment at the end of the term.
The lease terms include provisions for prepayment after a certain period.
−Removed: For the year ended December 31, 2024, lease payments received totaled $ 0.2 million and lease revenue was less than $ 0.1 million.
+Added: For the years ended December 31, 2025 and 2024, lease payments received totaled $ 0.7 million and $ 0.2 million, respectively, and lease income was $ 0.2 million and less than $ 0.1 million, respectively, and is recorded in other income (loss) in the consolidated statements of operations and comprehensive loss.
Ur-Energy Inc.
6 unchanged sentences
December 31, 2025
−Removed: Less imputed interest
Less unearned income
2 unchanged sentences
Non-current portion of lease receivables
−Removed: Total lease receivable (net)
+Added: Total lease receivables (net)
The Company’s inventory consists of the following:
11 unchanged sentences
December 31, 2024
−Removed: Cash and cash equivalents pledged for reclamation
−Removed: Other restricted cash
+Added: Reclamation related restricted cash and cash equivalents
+Added: Other restricted cash and cash equivalents
The Company’s restricted cash equivalents consist of money market accounts and short-term government bond instruments.
−Removed: The bonding requirements for reclamation obligations on various properties have been reviewed and approved by the Wyoming Department of Environmental Quality (“WDEQ”), the Wyoming Uranium Recovery Program (“URP”), and the Bureau of Land
+Added: The bonding requirements for reclamation obligations on various properties have been reviewed and approved by the Wyoming Department of Environmental Quality (“WDEQ”), the Wyoming Uranium Recovery Program (“URP”), and the Bureau of Land Management (“BLM”), as applicable.
+Added: The restricted cash and cash equivalents are pledged as collateral against performance surety bonds, which secure the estimated costs of reclamation related to the properties.
+Added: Surety bonds providing $ 50.4 million and $ 42.1 million of coverage towards reclamation obligations were collateralized by the restricted cash as of December 31, 2025, and 2024, respectively.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: Management (“BLM”), as applicable.
−Removed: The restricted cash and cash equivalents are pledged as collateral against performance surety bonds, which secure the estimated costs of reclamation related to the properties.
−Removed: Surety bonds providing $ 42.1 million and $ 28.4 million of coverage towards reclamation obligations were collateralized by the restricted cash as of December 31, 2024, and December 31, 2023, respectively.
Mineral Properties
The Company’s mineral properties consist of the following:
+Added: Mineral Property Activity
+Added: Lost Creek Property
Shirley Basin
−Removed: Mineral Properties
December 31, 2023
−Removed: Change in estimated reclamation costs
+Added: Change in estimated asset retirement costs
Depletion and amortization
December 31, 2024
−Removed: Change in estimated reclamation costs
+Added: Change in estimated asset retirement costs
Depletion and amortization
29 unchanged sentences
Furniture and fixtures
−Removed: Information technology equipment
+Added: Information technology
+Added: Capped Call Derivative
+Added: As discussed in note 2, the Company’s functional currency is the Canadian dollar and as discussed in note 13, the capped call transaction (the “Capped Call”) cap price is $ 2.72 per common share.
+Added: Because the Capped Call is priced in U.S.
+Added: dollars, relative to the Company’s functional currency, US GAAP requires the Capped Call to be accounted for as a stand-alone derivative instrument (the "Capped Call Derivative").
+Added: The Capped Call Derivative is recorded at fair value on the Company’s consolidated balance sheets and mark-to-market changes in fair value are recorded in earnings.
+Added: Using Level 2 inputs of the fair value hierarchy under US GAAP, the Capped Call Derivative is measured and recorded at fair value using the Black-Scholes model described below as there is no active market for the Capped Call.
+Added: The fair value of the Capped Call Derivative asset was $ 16.6 million as of December 15, 2025, the issuance date of the Convertible Notes and Capped Call, and was based on the $ 16.6 million option premium paid to the counterparty banks.
+Added: The Capped Call Derivative fair value was $ 15.1 million at December 31, 2025, which resulted in a $ 1.5 million mark-to-market loss for the year ended December 31, 2025.
+Added: The Capped Call Derivative fair value was determined using a fair value model with the following assumptions:
+Added: Capped Call Derivative Fair Value Model Assumptions
+Added: December 31, 2025
+Added: Expected life (years)
+Added: 49.8 % - 70.4 %
+Added: Risk free rate
+Added: Expected dividend rate
+Added: Exercise prices (capped call floor)
+Added: Exercise prices (capped call ceiling)
+Added: Current market price
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
Accounts Payable and Accrued Liabilities
6 unchanged sentences
Accrued severance, ad valorem, and other taxes payable
+Added: Long-Term Debt
+Added: Convertible Notes
+Added: On December 15, 2025, the Company issued $ 120.0 million aggregate principal amount of Convertible Senior Notes (the “Convertible Notes”).
+Added: The Convertible Notes bear interest at a rate of 4.75 %, annually, payable semiannually in arrears, beginning July 15, 2026, and mature on January 15, 2031.
+Added: The net proceeds from the offering of the Convertible Notes were approximately $ 114.8 million, after deducting debt issuance costs.
+Added: The Company used $ 16.6 million of the net proceeds from the Convertible Notes offering to pay the costs of entering into a Capped Call transaction in connection with the Convertible Notes.
+Added: The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated December 15, 2025 (the “Indenture”), between the Company and U.S.
+Added: Bank National Association, as trustee (the “Trustee”).
+Added: The initial conversion rate for the Convertible Notes is 576.7013 shares per $1,000 principal amount of the Convertible Notes, which represents an initial conversion price of approximately $ 1.73 per common share, and is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture.
+Added: Upon conversion, the Company will pay or deliver, as applicable, cash, common shares or a combination of cash and common shares.
+Added: Upon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time.
+Added: In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the Convertible Notes may require the Company to repurchase their Convertible Notes at a cash repurchase price equal to the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any.
+Added: Prior to October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time after March 31, 2026, but only if the last reported sale price per common share for at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day.
+Added: On or after October 15, 2030, a holder may convert all or any portion of its Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.
+Added: The Convertible Notes may be redeemed, in whole or in part, at the Company’s option at any time, and from time to time, on or after January 22, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per common share exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice, and (ii) the trading day immediately before the date the Company sends such notice.
+Added: The indenture contains specified events of default and our failure to pay principal, interest or other amounts when due or within the relevant grace period on our Convertible Notes would constitute an event of default under the Indenture, which could result in an acceleration of the maturity of the Convertible Notes.
+Added: The Convertible Notes do not contain sinking fund requirements and maturities for each of the following five years are nil .
+Added: The $ 120.0 million principal amount is due and payable in January 2031, should the Convertible Notes not be settled or converted prior to their maturity date.
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
+Added: The Convertible Notes’ components upon issuance as of December 15, 2025 and December 31, 2025, were as follows:
+Added: Convertible Senior Notes due January 2031
+Added: December 31, 2025
+Added: December 15, 2025
+Added: Notes issued at face value
+Added: Unamortized debt discount
+Added: Unamortized debt issuance costs (debt discount)
+Added: Foreign exchange loss (gain)
+Added: Long-term debt, net
+Added: Carrying value and fair value information for the Convertible Notes from issuance through December 31, 2025 is presented below:
+Added: Convertible Senior Notes due January 2031
+Added: Carrying Value
+Added: Fair Value (1)
+Added: Valuation Level
+Added: Balance, December 15, 2025
+Added: Amortization of debt discount
+Added: Foreign exchange loss (gain)
+Added: Balance, December 31, 2025
+Added: (1) The reported fair value of the Convertible Notes relates only to the debt component of such security and excludes the fair value associated with the related Conversion Option Derivative that has been bifurcated and accounted for separately.
+Added: Refer to note 14 for fair value information related to the Conversion Option Derivative.
+Added: The Conversion Option Derivative (see note 14) is treated as a debt discount, and its initial issuance fair value amount will be amortized to interest expense with an increase to the Convertible Notes’ carrying amount over its five -year term.
+Added: Using Level 3 inputs of the fair value hierarchy under US GAAP, the Conversion Option Derivative is measured and recorded at fair value using a binomial lattice model which utilizes a debt host (without) methodology.
+Added: For the year ended December 31, 2025, the Company recognized Convertible Notes’ interest expense of $ 0.2 million and amortization of debt discount, inclusive of debt issuance cost amortization, of $ 0.5 million, all of which are recorded as interest expense in the consolidated statements of operations and comprehensive loss.
+Added: The effective interest rate on the Convertible Notes is 19.1 %.
+Added: Capped Call Transaction
+Added: As discussed in note 11, in connection with the Convertible Notes issued in December 2025, the Company entered into Capped Call transactions with three counterparty banks.
+Added: The Capped Call has the same term and maturity as the Convertible Notes and covers, subject to anti-dilution adjustments, the number of common shares underlying the Convertible Notes, and is expected generally to reduce the potential dilution to the common shares upon any conversion of Convertible Notes and/or offset any potential cash payments that the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the Capped Call.
+Added: To the extent, however, that the market price of our common shares, as measured under the terms of the Capped Call, exceeds the cap price of $ 2.72 , there would nevertheless be dilution and/or there would not be an offset of such cash payments to the extent of the excess.
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
+Added: Like the Convertible Notes, the Capped Call matures in January 2031.
+Added: If upon exercise of the Capped Call, the market price of the Company’s common shares exceeds the $ 2.72 cap price, then the Company will receive a cash payment equal to the difference between the $ 2.72 cap price and the $ 1.73 initial conversion price multiplied by the number of common shares underlying the Convertible Notes.
+Added: If the market price of the Company’s common shares is less than the cap price but higher than the initial conversion price, then the Company will receive a cash payment equal to the difference between the market price of a common share and the initial conversion price multiplied by the number of common shares underlying the Convertible Notes.
+Added: If the market price of the Company’s common shares is less than the initial conversion price, no payment will be due to the Company under the Capped Call.
Notes Payable
−Removed: On October 15, 2013, the Sweetwater County Commissioners approved the issuance of a $ 34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond (Lost Creek Project), Series 2013 (the “Sweetwater IDR Bond”) to the State of Wyoming, acting by and through the Wyoming State Treasurer, as purchaser.
−Removed: On October 23, 2013, the Sweetwater IDR Bond was issued, and the proceeds were in turn loaned by Sweetwater County to Lost Creek ISR, LLC pursuant to a financing agreement dated October 23, 2013 (the “State Bond Loan”).
−Removed: The State Bond Loan called for payments of interest at a fixed rate of 5.75 % per annum on a quarterly basis commencing January 1, 2014.
−Removed: The principal was to be paid in 28 quarterly installments commencing January 1, 2015.
−Removed: On October 1, 2019, the Sweetwater County Commissioners and the State of Wyoming approved an eighteen-month deferral of principal payments beginning October 1, 2019.
−Removed: On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months.
−Removed: Following those deferrals, quarterly principal payments resumed on October 1, 2022, and were scheduled to continue until October 1, 2024.
+Added: On October 23, 2013, we closed a $ 34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”).
+Added: The State Bond Loan called for payments of interest at a fixed rate of 5.75 % per annum on a quarterly basis, which commenced January 1, 2014.
+Added: As amended, the principal was payable in quarterly installments with the last payment due on October 1, 2024.
On March 27, 2024, the remaining $ 4.4 million balance due on the State Bond Loan was prepaid in full.
1 unchanged sentence
All releases of collateral have been obtained following the final repayment of the facility.
+Added: Conversion Option Derivative
+Added: As discussed in note 2, the Company’s functional currency is the Canadian dollar and as discussed in note 13, the Convertible Notes’ conversion price is approximately $ 1.73 per common share.
+Added: Because the conversion option is priced in U.S.
+Added: dollars, relative to the Company’s functional currency, US GAAP requires the embedded conversion option to be bifurcated and accounted for as a stand-alone derivative instrument (the "Conversion Option Derivative").
+Added: The Conversion Option Derivative is recorded at fair value on the Company’s consolidated balance sheets and mark-to-market changes in fair value are recorded in earnings.
+Added: The Convertible Notes were initially recorded at their face amount of $ 120.0 million less debt issuance costs of $ 5.2 million and the fair value of the Conversion Option Derivative, which was determined to be $ 49.1 million.
+Added: The fair value of the Conversion Option Derivative liability was $ 49.1 million and $ 52.3 million as of the December 15, 2025 Convertible Notes’ issuance date and December 31, 2025, respectively, which resulted in a $ 3.2 million mark-to-market loss for the year ended December 31, 2025.
+Added: The components of changes to the fair value of the Conversion Option Derivative for the periods presented is summarized below:
+Added: Conversion Option Derivative
+Added: December 31, 2024
+Added: Additions, at fair value, December 15, 2025
+Added: Fair value loss (gain)
+Added: Foreign exchange loss (gain)
+Added: December 31, 2025
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: Fair value was determined using a binomial lattice model utilizing Level 3 inputs of the fair value hierarchy under US GAAP with the following assumptions:
+Added: Conversion Option Derivative Fair Value Model Assumptions
+Added: December 31, 2025
+Added: December 15, 2025
+Added: Expected life (years)
+Added: 60.0 % - 70.4 %
+Added: 60.0 % - 70.9 %
+Added: Risk free rate
+Added: Expected dividend rate
+Added: Exercise price
Inventory Derivative Obligation
3 unchanged sentences
The uranium loan value and interest expense calculations are based on the current average spot price.
−Removed: At the end of each month, the loan is subject to mark-to-market adjustments to reflect the current loan valuation.
+Added: At the end of each period, the loan is subject to mark-to-market adjustments to reflect the current loan valuation.
In addition, the Company is required to post a minimum deposit of $ 15 per pound on any pounds borrowed.
1 unchanged sentence
Conversely, if the average uranium price declines below the thresholds, the Company can request a deposit refund of $ 5 per pound, subject to the minimum $ 15 per pound deposit.
−Removed: The uranium loan is due November 30, 2025.
+Added: The uranium loan was originally due November 30, 2025, and was extended to November 30, 2026.
+Added: On October 16, 2025, we executed a second agreement to borrow up to 150,000 pounds of U 3 O 8 from the same counterparty with similar provisions.
+Added: The second agreement is due November 30, 2026.
+Added: No uranium has been borrowed under the second agreement.
On December 1, 2024, the Company exercised the option to borrow 250,000 pounds, which were subsequently sold into a uranium sales agreement, and posted the minimum $ 15 per pound deposit.
1 unchanged sentence
Upon return of borrowed uranium, the counterparty will refund the respective posted deposit to the Company.
−Removed: The loan value was initially recorded at $ 77.13 per pound and was subsequently adjusted to $ 72.63 per pound resulting in a mark-to-market gain of $ 1.1 million.
+Added: During 2024, the loan value was initially recorded at $ 77.13 per pound and was subsequently adjusted to $ 72.63 per pound resulting in a mark-to-market gain of $ 1.1 million in 2024.
+Added: The loan value is recorded at $ 81.55 per pound as of December 31, 2025, which resulted in a $ 2.2 million mark-to-market loss for the year ended December 31, 2025.
The following table summarizes the Company’s inventory derivative obligations.
1 unchanged sentence
December 31, 2025
+Added: December 31, 2024
+Added: Current liabilities
Inventory loan fair value
2 unchanged sentences
In February 2021, the Company issued 16,930,530 warrants to purchase 8,465,265 common shares at $ 1.35 per common share for a term of three years .
−Removed: In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 common shares at $ 1.50 per common share for a term of three years .
−Removed: As of December 31, 2024, 39,041,000 warrants to purchase 19,520,500 common shares were outstanding.
−Removed: Because the warrants are priced in U.S.
−Removed: dollars and the functional currency of Ur-Energy Inc., the parent company entity, is Canadian dollars, a derivative financial liability was created.
−Removed: Using Level 2 inputs of the fair value hierarchy under US GAAP, the liability created is measured and recorded at fair value, and adjusted monthly, using the Black-Scholes model described below as there is no active market for the warrants.
−Removed: Any gain or loss from the mark-to-market adjustment of the liability is reflected in net income for the period.
+Added: All the warrants were exercised on or before their expiration.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 common shares at $ 1.50 per common share for a term of three years .
+Added: As of December 31, 2025, 38,273,500 warrants to purchase 19,136,750 common shares were outstanding.
+Added: As discussed in note 2, the Company’s functional currency is the Canadian dollar and because the warrants are priced in U.S.
+Added: dollars, a derivative financial liability was created (the “Warrant Liability”).
+Added: The Warrant Liability is recorded at fair value on the Company’s consolidated balance sheets and mark-to-market adjustments in fair value are recorded in earnings.
+Added: Using Level 2 inputs of the fair value hierarchy under US GAAP, the liability created is measured and recorded at fair value, using the Black-Scholes model described below as there is no active market for the warrants.
Activity with respect to the warrant liabilities is presented in the following table:
1 unchanged sentence
December 31, 2023
−Removed: Warrants issued
Warrants exercised
−Removed: Mark to market revaluation gain
−Removed: Effects for foreign exchange rate changes
+Added: Warrant liability revaluation loss (gain)
+Added: Effects of foreign exchange rate changes
December 31, 2024
Warrants exercised
−Removed: Mark to market revaluation loss (gain)
−Removed: Effects for foreign exchange rate changes
+Added: Warrant liability revaluation loss (gain)
+Added: Effects of foreign exchange rate changes
December 31, 2025
−Removed: The duration of the outstanding warrants as of December 31, 2024 are presented in the following table:
−Removed: February 2023
−Removed: Warrant Liability Duration
−Removed: Current portion of warrant liability
−Removed: Long-term warrant liability
The fair value of the warrant liabilities on December 31, 2025 and 2024, was determined using the Black-Scholes model with the following assumptions:
−Removed: Black-Scholes Assumptions
−Removed: Expected forfeiture rate
+Added: Warrant Liability Assumptions
+Added: December 31, 2025
+Added: December 31, 2024
Expected life (years)
−Removed: Expected volatility
+Added: Expected volatility rate
Risk free rate
1 unchanged sentence
Exercise price
+Added: Asset Retirement Obligations
+Added: Asset retirement obligations (“ARO”) relate to Lost Creek and Shirley Basin and are equal to the current estimated reclamation cost escalated at inflation rates ranging from 0.74 % to 5.20 % and then discounted at credit adjusted risk-free rates ranging from 0.33 % to 9.61 %.
+Added: Current estimated reclamation costs include costs of closure, reclamation, demolition and stabilization of the well fields, processing plants, infrastructure, aquifer restoration, waste dumps, and ongoing post-closure environmental monitoring and maintenance costs.
+Added: The schedule of payments required to settle the future reclamation extends through 2040.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: Asset Retirement Obligations
−Removed: Asset retirement obligations (“ARO”) relate to the Lost Creek mine and Shirley Basin and are equal to the current estimated reclamation cost escalated at inflation rates ranging from 0.74 % to 5.20 % and then discounted at credit adjusted risk-free rates ranging from 0.33 % to 9.61 %.
−Removed: Current estimated reclamation costs include costs of closure, reclamation, demolition and stabilization of the well fields, processing plants, infrastructure, aquifer restoration, waste dumps, and ongoing post-closure environmental monitoring and maintenance costs.
−Removed: The schedule of payments required to settle the future reclamation extends through 2040.
The present value of the estimated future closure estimate is presented in the following table.
−Removed: Asset Retirement Obligations
+Added: Asset Retirement Obligation Activity
December 31, 2023
−Removed: Change in estimated reclamation costs
+Added: Change in estimated asset retirement costs
Accretion expense
December 31, 2024
−Removed: Change in estimated reclamation costs
+Added: Change in estimated asset retirement costs
Accretion expense
3 unchanged sentences
The Company’s financing lease liabilities consist of the following:
−Removed: Finance Lease Liabilities
+Added: Financing Lease Liabilities
December 31, 2025
5 unchanged sentences
These leases typically have original terms not exceeding three years and contain residual value purchase options, which are reasonably certain of exercising.
−Removed: As of December 31, 2024, the Company had $ 1.3 million of leased vehicles included in capital assets, rolling stock (net).
−Removed: For the year ended December 31, 2024, lease principal payments totaled $ 0.2 million and lease interest payments totaled $ 0.2 million for a combined lease payment total of $ 0.4 million.
−Removed: The weighted average interest rate of the leases is 14.1 percent, and the weighted average remaining life was 2.9 years as of December 31, 2024
+Added: As of December 31, 2025 and 2024, the Company had $ 2.0 million and $ 1.3 million respectively, of leased vehicles included in capital assets, rolling stock (net).
+Added: For the years ended December 31, 2025 and 2024, lease principal payments totaled $ 0.7 million and $ 0.2 million, respectively, and lease interest payments totaled $ 0.2 million and $ 0.2 million, respectively, for a combined lease payment total of $ 0.9 million and $ 0.4 million, respectively.
+Added: For the years ended December 31, 2025 and 2024, the Company recorded depreciation of $ 0.7 million and $ 0.4 million and total expense reflected in the consolidated statement of operations was $ 0.9 million and $ 0.6 million, respectively.
+Added: The weighted average discount rate of the leases is 13.8 percent, and the weighted average remaining life was 2.8 years as of December 31, 2025.
+Added: The weighted average discount rate of the leases is 14.1 percent, and the weighted average remaining life was 2.9 years as of December 31, 2024.
Ur-Energy Inc.
4 unchanged sentences
Lease liabilities’ maturities including residuals as of December 31, 2025 are as follows:
−Removed: Finance Lease Liability Maturities
+Added: Financing Lease Liability Maturities
December 31, 2025
1 unchanged sentence
Present value of financing lease liabilities
−Removed: Current portion of financing lease liabilities
−Removed: Non-current portion of financing lease liabilities
−Removed: Total financing lease liabilities
Shareholders’ Equity and Capital Stock
21 unchanged sentences
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.
−Removed: The Company also issued 241,857 common shares for released RSUs.
+Added: The Company issued no common shares in connection with the release of 39,233 RSUs.
+Added: During the year ended December 31, 2025, the Company sold 10,619,331 common shares through its At Market facility for $ 16.0 million.
+Added: After issue costs of $ 0.4 million, net proceeds to the Company were $ 15.6 million.
+Added: 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.
+Added: The Company also issued 497,493 common shares in connection with the release of 588,290 RSUs.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: During the year ended December 31, 2024, the Company sold 16,939,825 common shares through its At Market facility for $ 28.6 million.
−Removed: After issue costs of $ 0.7 million, net proceeds to the Company were $ 27.8 million.
−Removed: 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.
Stock options
15 unchanged sentences
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.
−Removed: The total intrinsic value of options exercised was $ 1.7 million for the year ended December 31, 2024.
+Added: 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.
+Added: 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.
+Added: 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.
11 unchanged sentences
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.
−Removed: The fair value of the options on their respective grant dates was determined using the Black-Scholes model with the following assumptions:
−Removed: Stock Options Fair Value Assumptions
−Removed: Expected forfeiture rate
−Removed: 5.0 % - 5.3 %
−Removed: 5.1 % - 5.3 %
+Added: The fair value of options issued in 2025 and 2024 as of their grant dates was determined using the Black-Scholes model as follows:
+Added: Grant issue date
+Added: Stock Option Fair Value Assumptions
Expected life (years)
12 unchanged sentences
$ 0.92 - $ 1.33
−Removed: Liability-classified stock options
−Removed: As discussed in note 2, U.S.
−Removed: based employees’ stock options previously classified as equity were reclassified as liabilities.
−Removed: The affected options were remeasured and had a value of $ 2.5 million as of July 29, 2024 and $ 1.8 million as of December 31, 2024.
−Removed: The fair value of the liability-classified options on their respective grant dates for the year ended December 31, 2024 after the revaluation on July 29, 2024 was determined using the Black-Scholes model with the following assumptions:
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: Black-Scholes assumptions as at
+Added: Liability-classified stock options
+Added: As discussed in note 2, U.S.
+Added: based employees’ stock options previously classified as equity were reclassified as liabilities in 2024.
+Added: 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.
+Added: 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:
+Added: Black-Scholes assumptions
December 31, 2025
−Removed: July 29, 2024
−Removed: Expected forfeiture rate
+Added: December 31, 2024
Expected life (years)
Expected volatility rate
+Added: 57.5 % - 72.8 %
+Added: 46.9 % - 67.4 %
Risk free rate
+Added: 2.6 % - 2.8 %
Expected dividend rate
−Removed: Exercise price
−Removed: A summary of the liability-classified option activity for the year ended December 31, 2024 is shown in the following table:
+Added: Exercise price (CAD$)
+Added: $ 1.44 - $ 2.46
+Added: Market price (CAD$)
+Added: A summary of the liability-classified option activity for the years ended December 31, 2025 and 2024 is shown in the following table:
+Added: Liability-classified Stock Option Activity
Balance at December 31, 2023
3 unchanged sentences
Options forfeited
−Removed: Increase in liability due to fair value recalculations after initial reclassification
−Removed: Balance at December 31, 2024
+Added: Increase (decrease) in liability due to fair value recalculation after initial reclassification
+Added: December 31, 2024
+Added: Stock compensation expense as adjusted
+Added: Options exercised
+Added: Options forfeited
+Added: Foreign exchange adjustments
+Added: Increase (decrease) in liability due to fair value recalculations
+Added: December 31, 2025
Restricted share units
2 unchanged sentences
The RSU&EI Plan was approved most recently by our shareholders on June 5, 2025.
−Removed: Eligible participants under the RSU&EI Plan include directors and employees of the Company.
−Removed: Granted RSUs are redeemed on the second anniversary of the grant.
−Removed: Upon an RSU vesting, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.
−Removed: Activity with respect to RSUs outstanding is summarized as follows:
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: Eligible participants under the RSU&EI Plan include directors and employees of the Company.
+Added: Granted RSUs are redeemed on the second anniversary of the grant.
+Added: Upon an RSU vesting, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.
+Added: Activity with respect to RSUs outstanding is summarized as follows:
Weighted-average
4 unchanged sentences
Stock-based compensation expense from RSUs was $ 0.5 million and $ 0.5 million for the years ended December 31, 2025 and 2024, respectively.
−Removed: The total fair value of RSUs vested was $ 0.1 million for the year ended December 31, 2024.
+Added: 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.
2 unchanged sentences
RSUs Outstanding
−Removed: The fair value of restricted share units on their respective grant dates was determined using the fair value model with the following assumptions:
−Removed: Restricted Share Unit Fair Value Assumptions
−Removed: Expected forfeiture rate
−Removed: 3.6 % - 3.8 %
−Removed: Grant date fair value (CAD$)
−Removed: $ 1.55 - $ 2.06
+Added: 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.
+Added: The Company does not estimate the potential for forfeiture of RSUs when determining the fair value of awards on the grant date.
+Added: 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.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: The fair value of the RSUs on their respective grant dates was as follows:
+Added: Restricted Share Unit Fair Value Assumptions
+Added: Grant date fair value (CAD$)
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 .
6 unchanged sentences
December 31, 2023
−Removed: December 31, 2023
( 16,376,500 )
1 unchanged sentence
December 31, 2024
+Added: December 31, 2025
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:
−Removed: The fair value of the warrants on their respective issue dates was determined using the Black-Scholes model with the following assumptions:
−Removed: Warrant Fair Value Assumptions
−Removed: Expected forfeiture rate
−Removed: Expected life (years)
−Removed: Expected volatility
−Removed: Risk free rate
−Removed: Expected dividend rate
−Removed: Black-Scholes value (CAD$)
−Removed: Ur-Energy Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024
−Removed: (expressed in thousands of U.S.
−Removed: dollars, except share data, unless otherwise indicated)
Fair value calculations of stock options, restricted share units, and warrants
3 unchanged sentences
Forfeitures and expected lives were estimated based on actual historical experience.
−Removed: Share-based compensation expense related to stock options and restricted share units is recognized net of estimated pre-vesting forfeitures, which results in expensing the awards that are ultimately expected to vest over the expected life.
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
Revenue is primarily derived from the sale of U 3 O 8 under multi-year term agreements.
1 unchanged sentence
Revenue consists of:
−Removed: Year Ended December 31,
Revenue Summary
2 unchanged sentences
Cost of Sales
−Removed: Cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs.
+Added: Cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, asset retirement costs, and mineral property costs, plus product distribution costs.
These costs are also used to value inventory.
2 unchanged sentences
Cost of sales consists of the following:
−Removed: Year Ended December 31,
Cost of Sales
U 3 O 8 product costs
−Removed: Lower of cost, market or NRV adjustments
+Added: Lower of cost or NRV adjustments
Ur-Energy Inc.
10 unchanged sentences
Operating costs consist of the following:
−Removed: Year Ended December 31,
Operating Costs
1 unchanged sentence
General and administration
+Added: Accretion of asset retirement obligations
Supplemental Information for Statement of Cash Flows
−Removed: Cash and cash equivalents, and restricted cash and cash equivalents, per the Statement of Cash Flows consists of the following:
−Removed: As of December 31,
+Added: Cash and cash equivalents, and restricted cash and cash equivalents within the consolidated statements of cash flows consists of the following:
Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents
+Added: December 31, 2025
+Added: December 31, 2024
Cash and cash equivalents
−Removed: Restricted cash and cash equivalents included in non-current assets
+Added: Restricted cash and cash equivalents
On December 1, 2024, the Company exercised an option to borrow 250,000 pounds, which were subsequently sold into a uranium sales agreement.
1 unchanged sentence
The cost of sale on the borrowed inventory was a non-cash transaction.
−Removed: As of December 31,
+Added: Non-cash Operating Activity
+Added: December 31, 2025
+Added: December 31, 2024
+Added: Drill rigs converted from capital assets to leases receivable
+Added: Non-cash cost of sales on borrowed inventory
+Added: Estimated reclamation costs increased $ 6.4 million and $ 4.9 million in the years ended December 31, 2025 and 2024, respectively.
+Added: The increase in reclamation costs was a non-cash transaction.
Non-cash Investing Activity
−Removed: Change in estimated reclamation costs in mineral properties
−Removed: Interest expense paid was $ 0.3 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively.
−Removed: Accounts payable included $ 0.2 million in equipment purchases at December 31, 2024.
−Removed: Accounts payable included $ 0.2 million in equipment purchases at December 31, 2023.
−Removed: As these did not affect cash balances at the respective dates, they have been adjusted on the Statement of Cash Flow.
+Added: December 31, 2025
+Added: December 31, 2024
+Added: Additional equipment financing incurred
+Added: Change in estimated reclamation costs on mineral properties
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
+Added: Interest expense paid was $ 1.2 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.
+Added: As discussed in note 13, interest expense recognized associated with the Convertible Notes’ debt discount amortization of $ 0.5 million is non-cash in nature.
+Added: Further, $ 0.2 million of Convertible Notes’ accrued interest is non-cash in nature and included within accounts payable as of December 31, 2025.
+Added: Cash and Non-cash Interest Expense
+Added: December 31, 2025
+Added: December 31, 2024
+Added: Cash interest expense
+Added: Non-cash interest expense
+Added: Accounts payable included $ 4.6 million and $ 0.2 million in equipment and other purchases as of December 31, 2025 and 2024, respectively.
+Added: As these did not affect cash balances at the respective dates, they have been adjusted on the consolidated statements of cash flows.
Income (loss) before income taxes on which the provision for income taxes was computed was as follows:
4 unchanged sentences
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards.
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
The tax effects of significant items comprising the Company’s deferred tax assets and liabilities are as follows:
2 unchanged sentences
Deferred tax assets
+Added: Cumulative Eligible Capital Deduction
+Added: Share Issues Cost
+Added: Lease Liability
+Added: Net Operating Loss
Compensation Accruals
1 unchanged sentence
Equity Compensation
−Removed: Net operating loss
−Removed: Lease liability
−Removed: Cumulative eligible capital deductions
−Removed: Share issues cost
Total deferred tax assets
5 unchanged sentences
ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period.
−Removed: Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.
+Added: Because of the Company’s recent history of operating losses, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has recorded a valuation allowance.
The valuation allowance increased by $ 14,127 and $ 18,808 during 2025 and 2024, respectively.
−Removed: Ur-Energy Inc.
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024
−Removed: (expressed in thousands of U.S.
−Removed: dollars, except share data, unless otherwise indicated)
Net operating losses and tax credit carryforwards as of December 31, 2025, are as follows:
Income Tax Loss Carryforwards
−Removed: Gross Amounts
Expiration Years
+Added: Net operating losses, Canada (CAD$)
Net operating losses, federal (Pre January 1, 2018)
3 unchanged sentences
Varies by state
−Removed: Net operating losses, Canada
−Removed: Tax credits, foreign
+Added: Tax Credits, Foreign (CAD$)
+Added: Ur-Energy Inc.
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025
+Added: (expressed in thousands of U.S.
+Added: dollars, except share data, unless otherwise indicated)
The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows:
1 unchanged sentence
Income Tax Rate Reconciliation
−Removed: Statutory rate
+Added: Canadian Statutory Rate
Change in valuation allowance
Nondeductible items
−Removed: True-ups/other
+Added: Mark-to-Market Warrants
Share Issuance Costs
+Added: Foreign tax effects
+Added: United States
+Added: Rate differential
Stock compensation
−Removed: Year Ended December 31,
−Removed: Income Tax Reconciliation
−Removed: Statutory rate
+Added: Nondeductible items and other
Change in valuation allowance
−Removed: Nondeductible items
−Removed: True-ups/other
−Removed: Share of issuance costs
−Removed: Stock compensation
The Company follows a comprehensive model for recognizing, measuring, presenting, and disclosing uncertain tax positions taken or expected to be taken on a tax return.
2 unchanged sentences
The Company currently has no uncertain tax positions and is therefore not reflecting any adjustments for such in its deferred tax assets.
+Added: The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying consolidated statements of operations and comprehensive loss.
+Added: There have been no income tax related interest or penalties assessed or recorded in the years ended December 31, 2025 and 2024.
+Added: Other comprehensive loss was not subject to income tax effects.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: The Company’s policy is to account for income tax related interest and penalties in income tax expense in the accompanying Consolidated Statements of Operations.
−Removed: There have been no income tax related interest or penalties assessed or recorded in the years ending December 31, 2024 and 2023.
−Removed: Other comprehensive loss was not subject to income tax effects.
Under the terms of its leases for equipment, the Company is committed to minimum annual lease payments as follows:
Lease Payments
−Removed: Under the terms of its borrowed inventory agreement, the Company is committed to return 250,000 pounds U 3 O 8 on or before November 30,2025.
Under the terms of its off-take sales agreements, the Company is committed to the following deliveries between 2026 and 2033:
Base Quantity
+Added: Uranium Sales Deliveries
(U 3 O 8 Pounds)
+Added: (1) The 2026 base quantity was adjusted to recognize that certain customers elected to flex up their 2026 deliveries.
Financial instruments
−Removed: The Company’s financial instruments consist of cash and cash equivalents, trade receivables, lease receivable, restricted cash and cash equivalents, accounts payable and accrued liabilities, notes payable, the inventory derivative obligation, and warrant liabilities.
+Added: The Company’s financial instruments consist of cash and cash equivalents, trade receivables, lease receivables, restricted cash and cash equivalents, accounts payable and accrued liabilities, notes payable, the inventory derivative obligation, warrant liability, conversion option derivative, and capped call derivative.
The Company is exposed to risks related to changes in interest rates and management of cash and cash equivalents.
3 unchanged sentences
These instruments are maintained at financial institutions in Canada and the U.S.
+Added: Of the amount held on deposit, approximately $ 0.6 million is covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation, or the U.S.
+Added: Federal Deposit Insurance Corporation (“FDIC”), leaving approximately $ 134.7 million at risk on December 31, 2025, should the financial institutions with which these amounts are invested be rendered insolvent.
+Added: The Company does not consider any of its financial assets to be impaired as of December 31, 2025.
Ur-Energy Inc.
3 unchanged sentences
dollars, except share data, unless otherwise indicated)
−Removed: the amount held on deposit, approximately $ 0.6 million is covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation, or the U.S.
−Removed: Federal Deposit Insurance Corporation, leaving approximately $ 86.4 million at risk on December 31, 2024, should the financial institutions with which these amounts are invested be rendered insolvent.
−Removed: The Company does not consider any of its financial assets to be impaired as of December 31, 2024.
+Added: Subsequent Event
+Added: Warrant exercises
+Added: Subsequent to December 31, 2025, 38,259,999 warrants were exercised for 19,129,999 underlying whole common shares at an average exercise price of $ 1.50 per share for proceeds of $ 28.7 million, which are expected to be collected in full in March 2026.
+Added: As a result, the Warrant Liability has been settled subsequent to December 31, 2025.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.