UR-ENERGY INC 10-K

Item 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures As of the fiscal year ended December 31, 2024, under the supervision of the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed and summarized effectively and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to Company management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of internal control over financial reporting. No matter how well designed and operated, internal controls over financial reporting can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met. (b) Management’s Report on Internal Control over Financial Reporting 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). The 67 Table of Contents 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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment using those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024. (c) Attestation Report of Registered Public Accounting Firm This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to law, rules and regulations that permit us to provide only management’s report in this annual report. (d) Changes in Internal Controls over Financial Reporting No changes in our internal control over financial reporting occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B. OTHER INFORMATION During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “ Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K. ​ Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. ​ ​ 68 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report. Code of Ethics We have adopted a Code of Ethics (“Code”) which applies to all employees, officers, and directors. The full text of the Code is available on our website at https://www.ur-energy.com/investors/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. ​ Item 11. EXECUTIVE COMPENSATION Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report. ​ Item 12. SECURITY OWNERSHIP OF Certain BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report. ​ Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report. ​ Item 14. PRINCIPAL ACCOUN TANT FEES AND SERVICES Information relating to this item will be included in an amendment to this report or in the proxy statement for our 2025 Annual Meeting of Shareholders and is incorporated by reference in this report. ​ ​ 69 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Financial Statements and Financial Statement Schedules The Consolidated Financial Statements filed as part of this Form 10-K begin on page F-2. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference ​ ​ Exhibit Number Exhibit Description Form Filing Date of Report Exhibit Filed Herewith 3.1 ​ Articles of Continuance and Articles of Amendment ​ S-3 ​ 1/10/2014 ​ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Amended By-Law No. 1 ​ S-3 ​ 1/10/2014 ​ 3.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.3 ​ By-Law No. 2 (Advance Notice) ​ 8-K ​ 2/25/2016 ​ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Description of Registrant Securities ​ 10-K ​ 3/06/2023 ​ 4.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Warrant Agreement, dated February 21, 2023, between the Company, Computershare Inc and Computershare Trust Company, N.A. ​ 8-K ​ 2/21/2023 ​ 4.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Amended and Restated At Market Issuance Sales Agreement, dated as of June 7, 2021, between the Company, B. Riley Securities, Inc. and Cantor Fitzgerald & Co. ​ 8-K ​ 6/9/2021 ​ 1.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1.1 ​ Amendment No. 1 to the Amended and Restated At Market Issuance Sales Agreement, dated December 17, 2021, between the Company, B. Riley Securities, Inc. and Cantor Fitzgerald & Co. ​ 8-K ​ 12/21/2021 ​ 1.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1.2 ​ Amendment No. 2 to the Amended and Restated At Market Issuance Sales Agreement, dated July 19, 2023 between the Company, B. Riley Securities, Inc. and Cantor Fitzgerald & Co. ​ 8-K ​ 7/20/2023 ​ 3.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Employment Agreement with Roger L. Smith, effective as of May 1, 2008, as amended on May 16, 2011, October 24, 2011 and January 1, 2013 (*) ​ 10-K ​ 3/3/2014 ​ 10.9 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2.1 ​ Amendment 2020-01 to Employment Agreement with Roger L. Smith, dated as of December 10, 2020 (*) ​ 10-K ​ 2/26/2021 ​ 10.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Employment Agreement with Steven M. Hatten, effective as of May 17, 2011 as amended on October 24, 2011 and January 1, 2013 (*) ​ 10-K ​ 3/3/2014 ​ 10.10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3.1 ​ Amendment 2020-01 to Employment Agreement with Steven M. Hatten, dated December 10, 2020 (*) ​ 10-K ​ 2/26/2021 ​ 10.18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3.2 ​ Amendment 2023-01 to Employment Agreement with Steven M. Hatten, dated April 7, 2023 (*) ​ 10-Q ​ 5/1/2023 ​ 10.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Employment Agreement with John W. Cash, effective as of May 17, 2011, as amended on October 24, 2011 and January 1, 2013 (*) ​ 10-K ​ 3/3/2014 ​ 10.11 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4.1 ​ Amendment 2020-01 to Employment Agreement with John W. Cash, dated December 10, 2020 (*) ​ 10-K ​ 2/26/2021 ​ 10.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 70 Table of Contents 10.4.2 ​ Amendment 2023-01 to Employment Agreement with John W. Cash, dated April 7, 2023 (*) ​ 10-Q ​ 5/1/2023 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Employment Agreement with Penne A. Goplerud, effective as of May 17, 2011, as amended on October 24, 2011 and January 1, 2013 (*) ​ 10-K ​ 3/3/2014 ​ 10.12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5.1 ​ Amendment 2020-01 to Employment Agreement with Penne A. Goplerud, dated December 10, 2020 ​ 10-K ​ 2/26/2021 ​ 10.20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Employment Agreement between Ur-Energy USA Inc. and Ryan S. Schierman, dated March 28, 2024 (*) ​ 8-K ​ 3/28/2024 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Ur-Energy Inc. Amended and Restated Stock Option Plan 2005 ​ 8-K ​ 4/17/2017 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Ur-Energy Inc. Amended and Restated Restricted Share Unit & Equity Incentive Plan ​ 8-K ​ 4/16/2021 ​ 10.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16.1 ​ Letter of PricewaterhouseCoopers LLP, dated October 2, 2024 ​ 8-K ​ 10/2/2024 ​ 16.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19.1 ​ Ur-Energy Inc. Policies Concerning Confidentiality, Public Disclosure and Restrictions on Trading of Securities ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ Subsidiaries of the Registrant ​ 10-K ​ 3/06/2023 ​ 21.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of BDO USA, P.C. ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.2 ​ Consent of PricewaterhouseCoopers LLP ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.3 ​ 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 ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 96.1 ​ Technical Report Summary on the Lost Creek ISR Uranium Property, Sweetwater County, Wyoming, USA ​ 10-K ​ 3/6/2024 ​ 96.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 96.2 ​ Technical Report Summary on the Shirley Basin ISR Uranium Property, Carbon County, Wyoming, USA , as amended ​ 10-K/A ​ 3/11/2024 ​ 96.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97.1 ​ Ur-Energy Inc. Executive Compensation Clawback Policy ​ 10-K ​ 3/6/2024 ​ 97 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 99.1 ​ Location maps (1) ​ ​ ​ ​ ​ ​ ​ X 71 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ XBRL Instance Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ XBRL Schema Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ XBRL Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ XBRL Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ XBRL Labels Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ XBRL Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Filed herewith under Items 1 and 2. Business and Properties. (*) Denotes management contract or compensatory plan or arrangement. ​ Item 16. FORM 10-K SUMMARY None. ​ ​ 72 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ ​ ​ ​ UR-ENERGY INC. ​ ​ ​ Date: April 11, 2025 By: /s/ John W. Cash ​ ​ John W. Cash ​ ​ 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. ​ ​ ​ ​ Date: April 11, 2025 By: /s/ John W. Cash ​ ​ John W. Cash ​ ​ Chief Executive Officer (Principal Executive Officer) ​ ​ ​ Date: April 11, 2025 By: /s/ Roger L. Smith ​ ​ Roger L. Smith ​ ​ Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) ​ ​ ​ ​ ​ ​ Date: April 11, 2025 By: /s/ Rob Chang ​ ​ Rob Chang ​ ​ Director ​ ​ ​ Date: April 11, 2025 By: /s/ Elmer W. Dyke ​ ​ Elmer W. Dyke ​ ​ Director ​ ​ ​ Date: April 11, 2025 By: /s/ Gary C. Huber ​ ​ Gary C. Huber ​ ​ Director ​ ​ ​ Date: April 11, 2025 By: /s/ Thomas H. Parker ​ ​ Thomas H. Parker ​ ​ Director ​ ​ ​ Date: April 11, 2025 By: /s/ John Paul Pressey ​ ​ John Paul Pressey ​ ​ Director ​ ​ ​ Date: April 11, 2025 By: /s/ Kathy E. Walker ​ ​ Kathy E. Walker ​ ​ Director ​ ​ ​ ​ 73 Table of Contents Ur-Energy Inc. Headquartered in Littleton, Colorado Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars unless otherwise indicated) ​ F-2 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Ur-Energy Inc. Littleton, Colorado Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Ur-Energy Inc. (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”). 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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. We conducted our audit 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. 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. Accordingly, we express no such opinion. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Assessment of impairment indicators of capital assets As described in Notes 2 and 10 to the consolidated financial statements, capital assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be recoverable (“impairment indicators”). The net book value of the Company’s capital assets was $27.3 million as of December 31, 2024. Management applies significant judgment to assess capital assets for impairment indicators that could give rise to the requirement to conduct a recoverability test. Circumstances that could trigger a recoverability test include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; significant changes in expected capital, operating, or reclamation costs; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; F-3 Table of Contents 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. Management did not identify impairment indicators that would require a recoverability test for the year ended December 31, 2024. We identified management’s assessment of impairment indicators of capital assets as a critical audit matter. 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: (i) significant adverse changes in the business climate including significant adverse changes in legal factors; (ii) significant changes in expected capital, operating or reclamation costs; and (iii) significant decreases in the market price of the capital assets. Auditing management's judgment around these elements was especially challenging 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: ● Evaluating whether there were significant adverse changes in the business climate by considering external market and industry data. ● Evaluating whether there were significant adverse changes in legal factors. ● Evaluating whether there were significant changes in expected capital costs, operating costs or reclamation costs through consideration of evidence obtained in other areas of the audit. ● 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. Classification of Stock Options 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. The reclassification is accounted for as a stock option modification. The amount of the stock option compensation liability was $1.8 million as of December 31, 2024. 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. We identified management’s determination of stock options classification as a critical audit matter. 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. 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. The primary procedures we performed to address this critical audit matter included: ● 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. ● Evaluating the Company’s current and historical stock trading volumes in Canada and the United States. ● Testing completeness and accuracy of the option awards identified by the Company to be liability-classified. ​ /s/ BDO USA, P.C. We have served as the Company's auditor since 2024. Spokane, Washington April 11, 2025 ​ F-4 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Ur-Energy Inc. Opinion on the Financial Statements We have audited the consolidated balance sheet of Ur-Energy Inc. 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). 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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. We conducted our audit of these consolidated financial statements 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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. We believe that our audit provides a reasonable basis for our opinion. /s/PricewaterhouseCoopers LLP Chartered Professional Accountants Vancouver, Canada March 6, 2024 We served as the Company’s auditor from 2004 to 2024. PricewaterhouseCoopers LLP PwC Place, 250 Howe Street, Suite 1400, Vancouver, British Columbia, Canada V6C 3S7 T.: +1 604 806 7000, F.: +1 604 806 7806, Fax to mail: ca_vancouver_main_fax@pwc.com “PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership. ​ ​ ​ F-5 Table of Contents ​ ​ Ur-Energy Inc. Consolidated Balance Sheets (expressed in thousands of U.S. dollars) (the accompanying notes are an integral part of these consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ ​ ​ Assets ​ Current assets ​ Cash and cash equivalents 4 ​ 76,055 59,700 Trade receivables ​ 5 ​ 16,511 ​ — Current portion of lease receivables (net) 6 ​ 354 77 Inventory 7 ​ 20,744 2,571 Prepaid expenses ​ 1,597 1,321 Total current assets ​ 115,261 63,669 ​ ​ ​ ​ ​ ​ ​ Non-current assets ​ Lease receivables (net) 6 ​ 1,127 208 Restricted cash and cash equivalents 8 ​ 11,023 8,549 Mineral properties (net) 9 ​ 39,380 34,906 Capital assets (net) 10 ​ 27,337 21,044 Total non-current assets ​ 78,867 64,707 Total assets ​ 194,128 128,376 ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ Current liabilities ​ Accounts payable and accrued liabilities 11 ​ 4,474 2,366 Current portion of notes payable 12 ​ — 5,694 Current portion of inventory derivative obligation (net) ​ 13 ​ 14,408 ​ — Current portion of warrant liabilities 14 ​ — 1,743 Current portion of financing lease liabilities 16 ​ 309 162 Environmental remediation accrual ​ 63 69 Total current liabilities ​ 19,254 10,034 ​ ​ ​ ​ ​ ​ ​ Non-current liabilities ​ Warrant liability 14 ​ 2,529 11,549 Asset retirement obligations 15 ​ 36,857 31,236 Financing lease liabilities ​ 16 ​ 931 ​ 687 Stock option liabilities 17 ​ 1,758 — Total non-current liabilities ​ 42,075 43,472 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ 23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity ​ Share capital 17 ​ 413,242 302,182 Contributed surplus ​ 19,468 19,881 Accumulated other comprehensive income ​ 4,189 3,718 Accumulated deficit ​ ( 304,100 ) ( 250,911 ) Total shareholders’ equity ​ 132,799 74,870 Total liabilities and shareholders’ equity ​ 194,128 128,376 ​ ​ F-6 Table of Contents Ur-Energy Inc. Consolidated Statements of Operations and Comprehensive Loss (expressed in thousands of U.S. dollars, except share and per share data) (the accompanying notes are an integral part of these consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ Note ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Sales 18 ​ 33,706 17,679 Cost of sales 19 ​ ( 42,679 ) ( 19,365 ) Gross loss ​ ( 8,973 ) ( 1,686 ) ​ ​ ​ ​ ​ ​ ​ Operating costs 20 ​ ( 54,116 ) ( 29,156 ) Operating loss ​ ( 63,089 ) ( 30,842 ) ​ ​ ​ ​ ​ ​ ​ Net interest income (expense) ​ 3,341 1,471 Mark to market gain (loss) 13 &14 ​ 6,444 ( 1,586 ) Foreign exchange gain ​ 80 325 Other income (loss) ​ ​ 35 ( 24 ) Net loss ​ ( 53,189 ) ( 30,656 ) ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ 471 ( 547 ) Comprehensive loss ​ ( 52,718 ) ( 31,203 ) ​ ​ ​ ​ ​ ​ ​ Loss per common share: ​ Basic ​ ( 0.17 ) ( 0.12 ) Diluted ​ ( 0.17 ) ( 0.12 ) ​ ​ ​ ​ ​ ​ ​ Weighted average common shares: ​ Basic ​ 317,661,375 260,044,403 Diluted ​ 317,661,375 260,044,403 ​ ​ ​ F-7 Table of Contents ​ ​ Ur-Energy Inc. Consolidated Statements of Changes in Shareholders’ Equity (expressed in thousands of U.S. dollars, except share data) (the accompanying notes are an integral part of these consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Share ​ Contributed ​ Comprehensive ​ Accumulated ​ Shareholders Year Ended ​ Note ​ Shares ​ Capital ​ Surplus ​ Income ​ Deficit ​ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 224,699,621 258,646 19,843 4,265 ( 220,255 ) 62,499 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued for cash 17 43,525,809 44,033 — — — 44,033 Less share issue costs 17 — ( 3,165 ) — — — ( 3,165 ) Exercise of warrants 17 206,515 337 — — — 337 Exercise of stock options 17 2,225,098 2,023 ( 611 ) — — 1,412 Redemption of RSUs 241,857 308 ( 377 ) — — ( 69 ) Stock compensation — — 1,026 — — 1,026 Comprehensive income (loss) — — — ( 547 ) ( 30,656 ) ( 31,203 ) December 31, 2023 270,898,900 302,182 19,881 3,718 ( 250,911 ) 74,870 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued for cash 17 82,662,325 97,568 — — — 97,568 Less share issue costs 17 — ( 4,683 ) — — — ( 4,683 ) Exercise of warrants 17 8,188,250 15,849 — — — 15,849 Exercise of stock options 17 2,351,563 2,326 ( 319 ) — — 2,007 Redemption of RSUs 17 — — ( 60 ) — — ( 60 ) Reclassify stock options to liabilities ​ ​ ​ — ​ — ​ ( 1,310 ) ​ — ​ — ​ ( 1,310 ) Stock compensation — ​ — ​ 1,276 ​ — ​ — ​ 1,276 Comprehensive income (loss) — ​ — ​ — ​ 471 ​ ( 53,189 ) ​ ( 52,718 ) December 31, 2024 364,101,038 413,242 19,468 4,189 ( 304,100 ) 132,799 ​ ​ ​ F-8 Table of Contents ​ Ur-Energy Inc. Consolidated Statements of Cash Flows (expressed in thousands of U.S. dollars) (the accompanying notes are an integral part of these consolidated financial statements) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Note ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Operating activities ​ Net loss ​ ( 53,189 ) ( 30,656 ) ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash used in operating activities: ​ Stock based compensation ​ 2,387 1,026 Borrowed inventory included in cost of sales ​ 21 ​ 19,282 ​ — Payment of deposit on borrowed inventory ​ ​ ​ ( 3,750 ) — Net realizable value adjustments ​ 6,005 10,689 Amortization of mineral properties ​ 387 814 Depreciation of capital assets ​ 2,735 2,167 Accretion expense ​ 760 497 Amortization of deferred loan costs ​ 33 43 Provision for reclamation ​ ( 6 ) — Mark to market loss (gain) 13 & 14 ​ ( 6,444 ) 1,586 Unrealized foreign exchange gain ​ ( 80 ) ( 319 ) Changes in non-cash working capital: ​ ​ Trade receivables ​ ​ ​ ( 16,511 ) ​ — Lease receivable ​ ( 1,196 ) ( 285 ) Inventory ​ ( 24,178 ) ( 3,357 ) Prepaid expenses ​ ( 251 ) ( 178 ) Accounts payable and accrued liabilities ​ 2,098 991 Net cash used in operating activities ​ ​ ​ ( 71,918 ) ( 16,982 ) ​ ​ ​ ​ ​ ​ ​ Investing activities ​ Purchase of capital assets ​ ​ ​ ( 9,046 ) ​ ( 2,039 ) Net cash used in investing activities ​ ​ ​ ( 9,046 ) ( 2,039 ) ​ ​ ​ ​ ​ ​ ​ Financing activities ​ Issuance of common shares and warrants for cash 17 ​ 97,568 53,142 Share issue costs 17 ​ ( 4,683 ) ( 3,165 ) Proceeds from exercise of warrants and stock options ​ 12,401 1,586 RSU redeemed for cash ​ ( 60 ) ( 69 ) Change in finance lease liabilities ​ ​ ​ 391 ​ — Repayment of debt ​ ( 5,727 ) ( 5,409 ) Net cash provided by financing activities ​ ​ ​ 99,890 46,085 ​ ​ ​ ​ ​ ​ ​ Effects of foreign exchange rate changes on cash ​ ( 97 ) 45 ​ ​ ​ ​ ​ ​ ​ Increase in cash and cash equivalents, and restricted cash and cash equivalents ​ 18,829 27,109 Beginning cash and cash equivalents, and restricted cash and cash equivalents ​ 68,249 41,140 Ending cash and cash equivalents, and restricted cash and cash equivalents 21 ​ 87,078 68,249 ​ ​ ​ ​ F-9 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 1. Nature of Operations Ur-Energy Inc. (the “Company”) was incorporated on March 22, 2004 under the laws of the Province of Ontario. The Company continued under the Canada Business Corporations Act on August 8, 2006. The Company is an exploration stage issuer. 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. The Company commenced uranium production at its Lost Creek Project in Wyoming in 2013. 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. 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. 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. 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. ​ 2. Summary of Significant Accounting Policies Basis of presentation 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.; NFU Wyoming, LLC; Lost Creek ISR, LLC; and Pathfinder Mines Corporation. All inter-company balances and transactions have been eliminated upon consolidation. Ur-Energy Inc. and its wholly owned subsidiaries are collectively referred to herein as the “Company.” Exploration stage Because the Company commenced recovery of uranium at the Lost Creek Project without having established proven and probable reserves, any uranium resources established or extracted from the Lost Creek Project should not be in any way associated with having established proven or probable mineral reserves. Use of estimates 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. 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. Actual results could differ from those estimates. ​ F-10 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Functional and reporting currency ​ The reporting currency for these consolidated financial statements is U.S. dollars . 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”). The functional currency of Ur-Energy Inc. is the Canadian dollar and the functional currency for Ur-Energy USA Inc. and its subsidiaries, all of which are wholly owned subsidiaries, is the U.S. dollar . ​ Cash and cash equivalents Cash and cash equivalents consist of cash balances and highly liquid investments with original maturities of three months or less. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes. Restricted cash and cash equivalents 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. Restricted cash and cash equivalents are excluded from cash and cash equivalents and are included in non-current assets. Trade receivables Trade receivables are recorded at invoiced amounts. The Company has no history of credit losses and has contracts with its customers that specify payment terms of 30 days or less with recourse provisions if payments are not made on a timely basis. Due to the nature of its products and services, the Company’s sales are limited to a small number of customers who have high credit scores and stable businesses. Lease receivables The Company originates direct finance leases for drilling equipment. The residual value of the direct finance leases is specified in the lease agreement. Residual values amounted to $ 50 thousand at December 31, 2024 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. Unearned revenue is accrued over the life of the lease using the effective interest method. Inventory 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. 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. Conversion facility inventory is U 3 O 8 that has been shipped to the conversion facility. The amount of U 3 O 8 in the conversion facility inventory includes the amount of U 3 O 8 contained in drums shipped to the conversion facility plus or minus any final weighing and assay adjustments per the terms of our uranium supplier’s agreement with the conversion facility. Inventory values are calculated on a weighted average basis. The Company’s inventories are measured at the lower of cost or net realizable value (“NRV”) and reflect the U 3 O 8 content in various stages of the production and sales process including in-process inventory, plant inventory, and conversion facility inventory. F-11 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Mineral properties Acquisition costs of mineral properties are capitalized. Amortization is calculated on a straight-line basis as there are no proven reserves. The initial estimated life for the Lost Creek Project was 10 years which was used to amortize the mineral property acquisition costs. If properties are abandoned or sold, they are written off. If properties are impaired in value, the costs of the properties are written down to their estimated fair value at that time. Exploration, evaluation, and development costs Exploration and evaluation costs consist of annual lease and claim maintenance fees, and the associated costs of the exploration, evaluation, and regulatory departments as well as exploration costs including drilling and analysis on properties that have not reached the permitting or operations stage. These costs are expensed and included in operating costs. Development expenses relate to the Company’s Lost Creek, LC East, Lucky Mc and Shirley Basin projects, which are more advanced in terms of economic assessment, permitting, and operational status. Development expenses include all costs associated with exploring, delineating, and permitting the projects; and the costs associated with the construction and development of permitted mine units including wells, pumps, piping, header houses, roads, and other infrastructure related to the preparation of a mine unit to begin extraction operations as well as the cost of drilling and completing disposal wells. These costs are expensed and included in operating costs. 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. Capital assets Property, plant, and equipment assets, including machinery, processing equipment, enclosures, and vehicles are recorded at cost including acquisition, installation costs, and expenditures that extend the life of such assets. The enclosure costs include both the building enclosure and the processing equipment necessary for the extraction of uranium from impregnated water pumped in from the wellfield to the packaging of uranium yellowcake for delivery into sales. These enclosure costs are combined as the equipment and related installation associated with the equipment is an integral part of the structure itself. The costs of self-constructed assets include direct construction costs, direct overhead, and allocated interest during the construction phase. Depreciation is calculated using a declining balance method for most assets, except the plant enclosure and related equipment. Depreciation of the plant enclosure and related equipment is calculated on a straight-line basis. 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. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Management applies significant judgment to assess mineral properties and capital assets for impairment indicators that could give rise to the requirement to conduct a formal impairment test. Circumstances that could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; significant changes in expected capital, operating, or reclamation costs; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; 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. ​ F-12 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. 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. When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is determined using discounted future net cash flows, or other measures of fair value. Changes in these estimates may materially impact the carrying value of the assets. Management did not identify impairment indicators that would require a formal impairment test for the years ended December 31, 2024 and 2023. ​ Lost Creek has been the Company’s sole source of uranium concentrates produced and sold to generate sales revenues since 2013. The economic viability of the Company’s mining activities, including the expected duration and profitability of Lost Creek and of any future ISR mines, such as Shirley Basin, has many risks and uncertainties. These include, but are not limited to: (i) a significant, prolonged decrease in the market price of uranium; (ii) difficulty in marketing and/or selling uranium concentrates; (iii) significantly higher than expected capital costs to construct the mine and/or processing plant; (iv) significantly higher than expected extraction costs; (v) significantly lower than expected uranium extraction; (vi) significant delays, reductions or stoppages of uranium extraction activities; and (vii) the introduction of significantly more stringent regulatory laws and regulations. ​ Notes payable Long-term debt is carried at amortized cost. 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. Inventory derivative obligation 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. Asset retirement obligations For mining properties, various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore groundwater quality to the pre-existing quality or class of use after the completion of mining. 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. 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. 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. This liability is recorded, and a corresponding asset is capitalized as part of the cost of the related asset. The asset is amortized over its remaining productive life. The liability accretes until it reaches the estimated future reclamation cost and remains until the Company settles the obligation. F-13 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Financing lease liabilities and right of use assets We categorize leases with contractual terms longer than twelve months as operating or financing leases. Financing leases are generally those leases that allow us to substantially utilize or pay for the entire asset over its estimated life. Right of use assets acquired under finance leases are recorded in capital assets (net). All other leases are categorized as operating leases. Our leases generally have terms that range from three to five years for equipment. Right of use assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases or lease prepayments. Finance lease right of use assets are amortized within operating expenses on a straight-line basis over the lease term. The interest component of a finance lease is included in interest expense and recognized using the effective interest method over the lease term. Lease liabilities are recognized at the present value of the fixed lease payments. In determining the present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. Revenue recognition Our revenues are primarily derived from the sale of U 3 O 8 under either long-term (deliveries typically in two to five years) or spot (immediate delivery) contracts with our customers. 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. When a delivery is approved, the Company notifies the conversion facility with instructions for a title transfer to the customer. 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. Stock-based compensation 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. 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. Awards of options that provide for an exercise price that is not denominated in: (a) the currency of a market in which a substantial portion of the Company's equity securities trades in, (b) the currency in which the employee's pay is denominated, or (c) the functional currency of the employer’s operations, are required to be classified as liabilities. The Company previously used the substantial portion trading exception to classify the Canadian dollar denominated options awards issued to U.S. based employees as equity. 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 17). The reclassification is accounted for as a share option modification in accordance with FASB’s ASC 718 – Compensation – Stock Compensation (“ASC 718”). 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. Fair value changes below this minimum amount are recorded in additional paid-in capital. 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. 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. For all future grants of liability-classified option awards, the compensation cost is remeasured at each reporting period until settlement date. F-14 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Income taxes 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. The Company provides a valuation allowance on deferred tax assets unless it is more likely than not that such assets will be realized. Earnings and loss per share calculations Diluted earnings per common share are calculated by including all options that are in-the-money based on the average stock price for the period as well as RSUs that are outstanding. The treasury stock method was applied to determine the dilutive number of options. Warrants are included only if the exercise price is less than the average stock price for the quarter. 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. All convertible securities were anti-dilutive for all periods presented. Segments ​ We regularly review our operating segments and the approach used by management to evaluate performance and allocate resources. The Company operates as a single operating segment . 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. 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. All revenues are earned within the United States, and all of the Company’s long-lived assets are within the United States. As the Company operates as a single operating segment, segment assets represent total assets as presented in the consolidated balance sheet. 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. ​ F-15 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Single Operating Segment ​ 2024 2023 ​ ​ ​ ​ ​ U 3 O 8 sales ​ 33,146 ​ 17,328 Disposal fees ​ 560 ​ 351 Sales ​ 33,706 ​ 17,679 ​ ​ ​ ​ ​ U 3 O 8 Product Costs ​ 36,674 ​ 8,676 Lower of cost, market or NRV adjustments ​ 6,005 ​ 10,689 Cost of sales ​ 42,679 ​ 19,365 ​ ​ ​ ​ ​ Gross loss ​ ( 8,973 ) ​ ( 1,686 ) ​ ​ ​ ​ ​ Exploration and evaluation ​ 3,803 ​ 2,109 Development ​ 41,509 ​ 20,396 General and administration ​ 8,044 ​ 6,154 Accretion ​ 760 ​ 497 Operating costs ​ 54,116 ​ 29,156 ​ ​ ​ ​ ​ Operating loss ​ ( 63,089 ) ​ ( 30,842 ) ​ ​ ​ ​ ​ Net interest income (expense) ​ 3,341 ​ 1,471 Mark to market gain (loss) ​ 6,444 ​ ( 1,586 ) Foreign exchange gain ​ 80 ​ 325 Other income (loss) ​ 35 ​ ( 24 ) Net loss ​ ( 53,189 ) ​ ( 30,656 ) ​ Classification of financial instruments 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. The Company has made the following classifications for these financial instruments: ● Cash, trade receivables, lease receivables, and restricted cash are recorded at amortized cost. Cash equivalents and restricted cash equivalents are recorded at fair value. Interest income is recorded using the effective interest rate method and is included in income for the period. ● Accounts payable and accrued liabilities, lease liabilities, and notes payable are measured at amortized cost. ● 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. ● Warrant liabilities, which relate to the derivative on warrants issued in U.S. dollars, are adjusted to the fair value using the Black-Scholes valuation method. ​ ​ F-16 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Fair values ​ Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. ​ The Company follows ASC 820 for measuring the fair value of financial assets and liabilities. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined below: ​ Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. ​ 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. The financial assets and liabilities are carried at cost, which approximates fair value due to their short-term maturities. 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”. ​ 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. These assets include mineral properties. 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. ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Hierarchy as of December 31, 2024 ​ Fair Value Hierarchy as of December 31, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total ​ Level 1 ​ Level 2 ​ Level 3 ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ 10,959 ​ - ​ - ​ 10,959 ​ 11,515 ​ - ​ - ​ 11,515 Trade receivables ​ 16,511 ​ - ​ - ​ 16,511 ​ - ​ - ​ - ​ - Leases receivable ​ 1,481 ​ - ​ - ​ 1,481 ​ 285 ​ - ​ - ​ 285 Restricted cash ​ 12 ​ - ​ - ​ 12 ​ 31 ​ - ​ - ​ 31 ​ ​ 28,963 ​ - ​ - ​ 28,963 ​ 11,831 ​ - ​ - ​ 11,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities ​ 4,474 ​ - ​ - ​ 4,474 ​ 2,366 ​ - ​ - ​ 2,366 Notes payable ​ - ​ - ​ - ​ - ​ 5,694 ​ - ​ - ​ 5,694 Leases payable ​ 1,240 ​ - ​ - ​ 1,240 ​ 849 ​ - ​ - ​ 849 ​ ​ 5,714 ​ - ​ - ​ 5,714 ​ 8,909 ​ - ​ - ​ 8,909 ​ ​ F-17 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Hierarchy as of December 31, 2024 ​ Fair Value Hierarchy as of December 31, 2023 ​ ​ Level 1 ​ Level 2 ​ Level 3 ​ Total ​ Level 1 ​ Level 2 ​ Level 3 ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial instrument assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents ​ 65,096 ​ - ​ - ​ 65,096 ​ 48,185 ​ - ​ - ​ 48,185 Restricted cash equivalents ​ 11,011 ​ - ​ - ​ 11,011 ​ 8,518 ​ - ​ - ​ 8,518 ​ ​ 76,107 ​ - ​ - ​ 76,107 ​ 56,703 ​ - ​ - ​ 56,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Financial instrument liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Inventory derivative obligation ​ - ​ 14,408 ​ - ​ 14,408 ​ - ​ - ​ - ​ - Warrant liabilities ​ - ​ 2,529 ​ - ​ 2,529 ​ - ​ 11,549 ​ - ​ 11,549 ​ ​ - ​ 16,937 ​ - ​ 16,937 ​ - ​ 11,549 ​ - ​ 11,549 ​ ​ ​ ​ 3. New Accounting Pronouncements Reportable Segment Disclosures 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. 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. 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. 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 In December 2023, the FASB issued ASU 2023-09, which requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid. The amendments improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information by jurisdiction. 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. The Company will continue to assess the potential impact of the standard. ​ Reporting Comprehensive Income ​ In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. We are evaluating the impact of the amendments on our consolidated financial statements and disclosures. F-18 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 4. Cash and cash equivalents The Company’s cash and cash equivalents consist of the following: ​ ​ ​ ​ ​ ​ Cash and Cash Equivalents ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Cash on deposit ​ 8,692 11,515 Money market accounts ​ 67,363 48,185 ​ ​ 76,055 ​ 59,700 ​ ​ ​ ​ ​ 5. Trade Receivables The Company’s trade receivables consist of the following: ​ ​ ​ ​ ​ ​ Trade Receivable ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Uranium sales ​ 16,500 — Disposal fees ​ 11 — ​ ​ 16,511 ​ — ​ ​ ​ ​ 6. Lease Receivables ​ The Company’s lease receivables consist of the following: ​ ​ ​ ​ ​ ​ Lease Receivables ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Current ​ Lease Receivables ​ 446 95 Unearned Income ​ ( 92 ) ( 18 ) ​ ​ 354 77 ​ ​ ​ ​ ​ Long-term ​ Lease Receivables ​ 1,249 225 Unearned Income ​ ( 122 ) ( 17 ) ​ ​ 1,127 208 ​ ​ The leases are direct financing leases of drilling equipment. The lease terms are three to four years with a residual payment at the end of the term. The lease terms include provisions for prepayment after a certain period. For the year ended December 31, 2024, lease payments received totaled $ 0.2 million and lease revenue was less than $ 0.1 million. ​ F-19 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Lease receivable maturities including residual values as of December 31, 2024 are as follows: ​ ​ ​ ​ Lease Receivable Maturities ​ December 31, 2024 ​ ​ ​ 2025 ​ 528 2026 ​ 549 2027 ​ 390 2028 ​ 374 2029 ​ 57 Total ​ 1,898 Less imputed interest ​ 203 Less unearned income ​ 214 Present value of lease receivables ​ 1,481 ​ ​ ​ Current portion of lease receivables ​ 354 Non-current portion of lease receivables ​ 1,127 Total lease receivable (net) ​ 1,481 ​ ​ 7. Inventory The Company’s inventory consists of the following: ​ ​ ​ ​ ​ ​ Inventory by Type ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ In-process inventory ​ 42 — Plant inventory ​ 1,840 ​ 1,343 Conversion facility inventory ​ 18,862 1,228 ​ ​ 20,744 ​ 2,571 ​ Using lower of cost or net realizable value, the Company reduced the total inventory valuation by $ 6,005 in 2024 and $ 10,689 in 2023. ​ 8. Restricted Cash and Cash Equivalents The Company’s restricted cash and cash equivalents consists of the following: ​ ​ ​ ​ ​ ​ Restricted Cash and Cash Equivalents ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Cash and cash equivalents pledged for reclamation ​ 11,011 8,518 Other restricted cash ​ 12 31 ​ ​ 11,023 8,549 ​ The Company’s restricted cash equivalents consist of money market accounts and short-term government bond instruments. 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 F-20 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Management (“BLM”), as applicable. 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. 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. ​ 9. Mineral Properties The Company’s mineral properties consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lost Creek Shirley Basin Other U.S. ​ Mineral Properties ​ Property ​ Project ​ Properties ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 3,280 17,688 14,714 35,682 ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in estimated reclamation costs — 38 — 38 Depletion and amortization ( 814 ) — — ( 814 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 2,466 17,726 14,714 34,906 ​ ​ ​ ​ ​ ​ ​ ​ ​ Change in estimated reclamation costs 4,733 128 — 4,861 Depletion and amortization ( 387 ) — — ( 387 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 6,812 17,854 14,714 39,380 ​ Lost Creek Property The Company acquired certain Wyoming properties in 2005 when Ur-Energy USA Inc. purchased 100 % of NFU Wyoming, LLC. Assets acquired in this transaction include the Lost Creek Project, other Wyoming properties, and development databases. NFU Wyoming, LLC was acquired for aggregate consideration of $ 20 million plus interest. Since 2005, the Company has increased its holdings adjacent to the initial Lost Creek acquisition through staking additional claims and making additional property purchases and leases. There is a royalty on each of the State of Wyoming sections under lease at the Lost Creek, LC West and EN Projects, as required by law. We are not recovering U 3 O 8 within the State section under lease at Lost Creek and are not subject to royalty payments currently. Other royalties exist on certain mining claims at the LC South, LC East and EN Projects. There are no royalties on the mining claims in the Lost Creek, LC North, or LC West Projects. Shirley Basin Project The Company acquired additional Wyoming properties in 2013 when Ur-Energy USA Inc. purchased 100 % of Pathfinder Mines Corporation (“Pathfinder”). Assets acquired in this transaction include the Shirley Basin Project, other Wyoming properties, and development databases. Pathfinder was acquired for aggregate consideration of $ 6.7 million, the assumption of $ 5.7 million in estimated asset reclamation obligations, and other consideration. Other U.S. Properties Other U.S. properties include the acquisition costs of several prospective mineralized properties, which the Company continues to maintain through claim payments, lease payments, and other holding costs in anticipation of future exploration efforts. ​ F-21 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 10. Capital Assets The Company’s capital assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ ​ ​ Accumulated Net Book ​ Accumulated Net Book Capital Assets ​ Cost ​ Depreciation ​ Value ​ Cost ​ Depreciation ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rolling stock ​ 8,775 ( 4,472 ) 4,303 5,226 ( 3,701 ) 1,525 Enclosures ​ 37,632 ( 18,562 ) 19,070 35,190 ( 16,850 ) 18,340 Machinery and equipment ​ 4,012 ( 1,208 ) 2,804 2,016 ( 1,081 ) 935 Furniture and fixtures ​ 1,129 ( 180 ) 949 265 ( 163 ) 102 Information technology equipment ​ 1,362 ( 1,151 ) 211 1,212 ( 1,070 ) 142 ​ ​ 52,910 ( 25,573 ) 27,337 43,909 ( 22,865 ) 21,044 ​ ​ 11. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: ​ ​ ​ ​ ​ ​ Accounts Payable and Accrued Liabilities ​ December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Accounts payable ​ 3,292 1,680 Accrued payroll liabilities ​ 816 ​ 578 Accrued severance, ad valorem, and other taxes payable ​ 366 108 ​ ​ 4,474 2,366 ​ ​ 12. Notes Payable 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. 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”). 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. The principal was to be paid in 28 quarterly installments commencing January 1, 2015. 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. On October 6, 2020, the State Bond Loan was again modified to defer principal payments for an additional eighteen months. Following those deferrals, quarterly principal payments resumed on October 1, 2022, and were scheduled to continue until October 1, 2024. On March 27, 2024, the remaining $ 4.4 million balance due on the State Bond Loan was prepaid in full. The State Bond Loan was secured by all the assets of the Lost Creek Project. All releases of collateral have been obtained following the final repayment of the facility. ​ F-22 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 13. Inventory Derivative Obligation On November 20, 2024, we executed an agreement to borrow up to 250,000 pounds of U 3 O 8 from a counterparty. The agreement is for one year and calls for interest payments of 5.25 % per annum on the value of any uranium borrowed. In addition, there is a requirement to pay 1.5 % per annum interest on any pounds not borrowed. The uranium loan value and interest expense calculations are based on the current average spot price. At the end of each month, 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. If the average uranium prices increase above certain thresholds, an additional $ 5 per pound will be deposited with the counterparty. 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. The uranium loan is due November 30, 2025. 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. The Company can return borrowed uranium at any time with 30 days ’ notice without penalty and with the right to reborrow the uranium before the termination of the loan. Upon return of borrowed uranium, the counterparty will refund the respective posted deposit to the Company. 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. The following table summarizes the Company’s inventory derivative obligations. ​ ​ ​ ​ Inventory Derivative Obligation ​ December 31, 2024 ​ ​ ​ Current ​ Inventory loan fair value ​ 18,158 Inventory loan deposit ​ ( 3,750 ) ​ ​ 14,408 ​ ​ 14. Warrant Liability 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 . 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 . As of December 31, 2024, 39,041,000 warrants to purchase 19,520,500 common shares were outstanding. Because the warrants are priced in U.S. dollars and the functional currency of Ur-Energy Inc., the parent company entity, is Canadian dollars, a derivative financial liability was created. 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. Any gain or loss from the mark-to-market adjustment of the liability is reflected in net income for the period. F-23 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Activity with respect to the warrant liabilities is presented in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ Feb. Feb. ​ ​ ​ 2021 ​ 2023 ​ ​ Warrant Liability Activity ​ Warrants ​ Warrants ​ Total ​ ​ ​ ​ ​ ​ ​ December 31, 2022 2,382 — 2,382 ​ ​ ​ ​ ​ ​ ​ Warrants issued — 9,109 9,109 Warrants exercised ( 55 ) ( 3 ) ( 58 ) Mark to market revaluation gain ( 626 ) 2,212 1,586 Effects for foreign exchange rate changes 42 231 273 ​ ​ ​ ​ ​ ​ ​ December 31, 2023 1,743 11,549 13,292 ​ ​ ​ ​ ​ ​ ​ Warrants exercised ( 4,771 ) ( 20 ) ( 4,791 ) Mark to market revaluation loss (gain) 3,072 ( 8,392 ) ( 5,320 ) Effects for foreign exchange rate changes ( 44 ) ( 608 ) ( 652 ) ​ ​ ​ ​ ​ ​ ​ December 31, 2024 — 2,529 2,529 ​ The duration of the outstanding warrants as of December 31, 2024 are presented in the following table: ​ ​ ​ ​ ​ ​ ​ February 2023 ​ Warrant Liability Duration ​ Warrants ​ Total ​ ​ ​ ​ ​ Current portion of warrant liability — — Long-term warrant liability 2,529 2,529 ​ 2,529 2,529 ​ The fair value of the warrant liabilities on December 31, 2024 and 2023, was determined using the Black-Scholes model with the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ 2023 ​ February ​ February ​ February ​ ​ 2023 ​ 2021 ​ 2023 Black-Scholes Assumptions ​ Warrants ​ Warrants ​ Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Expected forfeiture rate ​ — % ​ ​ — % ​ ​ — % Expected life (years) ​ 1.1 ​ ​ ​ 0.1 ​ ​ 2.1 ​ Expected volatility ​ 46.1 % ​ ​ 45.8 % ​ ​ 61.6 % Risk free rate ​ 2.9 % ​ ​ 3.8 % ​ ​ 3.8 % Expected dividend rate ​ — % ​ ​ — % ​ ​ — % Exercise price ​ $ 1.50 ​ ​ $ 1.35 ​ ​ $ $ 1.50 ​ Market price ​ $ 1.15 ​ ​ $ 1.54 ​ ​ $ $ 1.54 ​ ​ ​ F-24 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 15. Asset Retirement Obligations 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 %. 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. 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. ​ ​ ​ ​ Asset Retirement Obligations Total ​ ​ ​ December 31, 2022 30,701 ​ ​ ​ Change in estimated reclamation costs 38 Accretion expense 497 ​ ​ ​ December 31, 2023 31,236 ​ ​ ​ Change in estimated reclamation costs 4,861 Accretion expense 760 ​ ​ ​ December 31, 2024 36,857 ​ The restricted cash discussed in note 8 relates to the surety bonds provided to the governmental agencies for these and other reclamation obligations. ​ 16. Financing Lease Liabilities The Company’s financing lease liabilities consist of the following: ​ ​ ​ ​ ​ ​ Finance Lease Liabilities December 31, 2024 December 31, 2023 ​ ​ ​ ​ ​ Current portion of financing lease liabilities 309 162 Financing lease liabilities 931 687 Total financing lease liabilities 1,240 849 ​ The Company has lease arrangements for certain vehicles. These leases typically have original terms not exceeding three years and contain residual value purchase options, which are reasonably certain of exercising. As of December 31, 2024, the Company had $ 1.3 million of leased vehicles included in capital assets, rolling stock (net). 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. 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 ​ F-25 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Lease liabilities maturities including residuals as of December 31, 2024 are as follows: ​ ​ ​ ​ Finance Lease Liability Maturities ​ December 31, 2024 ​ ​ ​ 2025 ​ 464 2026 ​ 466 2027 ​ 448 2028 ​ 185 Total ​ 1,563 Less imputed interest ​ 323 Present value of financing lease liabilities ​ 1,240 ​ ​ ​ Current portion of financing lease liabilities ​ 309 Non-current portion of financing lease liabilities ​ 931 Total financing lease liabilities ​ 1,240 ​ ​ 17. Shareholders’ Equity and Capital Stock Common shares The Company’s share capital consists of an unlimited amount of Class A preferred shares authorized, without par value, of which no shares are issued and outstanding; and an unlimited amount of common shares authorized, without par value, of which 364,101,038 shares and 270,898,900 shares were issued and outstanding as of December 31, 2024, and 2023, respectively. On February 21, 2023, the Company closed an underwritten public offering of 34,000,000 common shares and accompanying warrants to purchase up to 17,000,000 common shares, at a combined public offering price of $ 1.18 per common share and accompanying warrant. The warrants have an exercise price of $ 1.50 per whole common share and will expire three years from the date of issuance. Ur-Energy also granted the underwriters a 30 -day option to purchase up to an additional 5,100,000 common shares and warrants to purchase up to 2,550,000 common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares. The gross proceeds to Ur-Energy from this offering were approximately $ 46.1 million. After fees and expenses of $ 3.0 million, net proceeds to the Company were approximately $ 43.1 million. On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $ 1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms. The option was exercised in full. Including the exercised option, the Company issued a total of 65,722,500 common shares. The gross proceeds to the Company from this offering were approximately $ 69.0 million. After fees and expenses of $ 3.8 million, net proceeds to the Company were approximately $ 65.2 million. ​ On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) relating to our common shares. Under the Sales Agreement, as amended, we may, from time to time, issue and sell common shares at market prices on the NYSE American or other U.S. market through agents for aggregate sales proceeds of up to $ 100 million. During the year ended December 31, 2023, the Company sold 4,425,809 common shares through its At Market facility for $ 7.0 million. After issue costs of $ 0.2 million, net proceeds to the Company were $ 6.8 million. The Company also received $ 0.3 million from the exercise of 413,030 warrants for 206,515 underlying common shares, and $ 1.4 million from the exercise of 2,225,098 stock options. The Company also issued 241,857 common shares for released RSUs. F-26 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ During the year ended December 31, 2024, the Company sold 16,939,825 common shares through its At Market facility for $ 28.6 million. After issue costs of $ 0.7 million, net proceeds to the Company were $ 27.8 million. 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 In 2005, the Company’s Board of Directors approved the adoption of the Company’s stock option plan (the “Option Plan”). The Option Plan was most recently approved by the shareholders on June 2, 2023. Eligible participants under the Option Plan include directors, officers, employees, and consultants of the Company. Under the terms of the Option Plan, grants of options will vest over a three-year period: one-third on the first anniversary, one-third on the second anniversary, and one-third on the third anniversary of the grant. The term of the options is five years . Activity with respect to stock options outstanding is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Weighted-average ​ ​ Options ​ Exercise Price Stock Option Activity ​ # ​ $ ​ ​ ​ ​ ​ December 31, 2022 8,574,904 ​ 0.66 ​ ​ ​ ​ ​ Granted 2,607,657 ​ 1.32 Exercised ( 2,225,098 ) ​ 0.64 Forfeited ​ ( 39,999 ) ​ 1.13 Expired ( 17,129 ) ​ 0.68 ​ ​ ​ ​ ​ December 31, 2023 8,900,335 ​ 0.87 ​ ​ ​ ​ ​ Granted 2,416,502 ​ 1.36 Exercised ( 2,351,563 ) ​ 0.58 Forfeited ( 370,782 ) ​ 1.30 ​ ​ ​ ​ ​ December 31, 2024 8,594,492 ​ 1.00 ​ 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. The total intrinsic value of options exercised was $ 1.7 million for the year ended December 31, 2024. We received $ 1.3 million and $ 1.4 million from options exercised in the years ended December 31, 2024 and 2023, respectively. Stock-based compensation expense from stock options was $ 0.8 million and $ 0.7 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, there was approximately $ 2.2 million unamortized stock-based compensation expense related to the Option Plan. The expenses are expected to be recognized over the remaining weighted-average vesting period of 2.4 years under the Option Plan. The aggregate intrinsic value of options outstanding, exercisable, and vested and exercisable is calculated as the difference between the exercise price of the underlying options and the fair value of the Company’s shares. F-27 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ ​ As of December 31, 2024, outstanding stock options were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding ​ Options Exercisable ​ ​ Weighted- ​ ​ ​ Weighted- ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ average ​ ​ ​ average ​ Aggregate ​ ​ ​ average ​ Aggregate ​ ​ exercise ​ Number ​ remaining ​ intrinsic ​ Number ​ remaining ​ intrinsic ​ ​ Price ​ of options ​ contractual ​ value ​ of options ​ contractual ​ value ​ ​ $ ​ # ​ life (years) ​ $ ​ # ​ life (years) ​ $ ​ Expiry ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.08 ​ 3,942 0.1 287 ​ 3,942 0.1 287 ​ 2025-01-23 0.44 ​ 2,512,347 0.9 ​ 1,789,326 ​ 2,512,347 0.9 ​ 1,789,326 ​ 2025-11-13 1.00 ​ 1,244,100 1.7 ​ 185,799 ​ 1,244,100 1.7 ​ 185,799 ​ 2026-08-27 1.55 ​ 175,000 2.2 ​ - ​ 116,666 2.2 ​ — ​ 2027-03-14 1.08 ​ 1,188,962 3.0 ​ 86,681 ​ 430,964 3.0 ​ 31,419 ​ 2028-01-04 1.43 ​ 1,053,639 3.9 ​ - ​ 351,213 3.9 ​ — ​ 2028-12-07 1.71 ​ 500,000 4.4 ​ - ​ - — ​ — ​ 2029-05-08 1.23 ​ 1,916,502 ​ 4.9 ​ - ​ - ​ — ​ — ​ 2029-12-12 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.00 ​ 8,594,492 2.8 ​ 2,062,093 ​ 4,659,232 1.5 ​ 2,006,831 ​ ​ The aggregate intrinsic value of the options in the preceding table represents the total pre-tax intrinsic value for stock options, with an exercise price less than the Company’s TSX closing stock price of CAD$ 1.64 (approximately US$ 1.15 ) as of the last trading day in the year ended December 31, 2024, that would have been received by the option holders had they exercised their options on that date. There were 4,949,351 in-the-money stock options outstanding and 4,191,353 in-the-money stock options exercisable as of December 31, 2024. The fair value of the options on their respective grant dates was determined using the Black-Scholes model with the following assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock Options Fair Value Assumptions 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Expected forfeiture rate ​ 5.0 % - 5.3 % ​ ​ ​ 5.1 % - 5.3 % ​ Expected life (years) ​ 4.0 - 4.1 ​ ​ ​ 4.0 ​ Expected volatility ​ 67.1 % - 65.5 % ​ ​ ​ 71.7 % - 74.7 % ​ Risk free rate ​ 3.8 % - 2.9 % ​ ​ ​ 3.5 % - 3.6 % ​ Expected dividend rate ​ 0.0 % ​ ​ ​ 0.0 % ​ Weighted average exercise price (CAD$) ​ ​ $ 1.77 - $ 2.46 ​ ​ ​ $ 1.55 - $ 2.06 ​ Black-Scholes value (CAD$) ​ ​ $ 0.92 - $ 1.33 ​ ​ ​ 0.89 - $ 1.16 ​ ​ Liability-classified stock options As discussed in note 2, U.S. based employees’ stock options previously classified as equity were reclassified as liabilities. 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. 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: ​ F-28 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As at ​ ​ As at ​ Black-Scholes assumptions as at ​ December 31, 2024 ​ ​ July 29, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Expected forfeiture rate — ​ — Expected life (years) 0.9 - 4.9 ​ 0.3 - 4.8 Expected volatility rate 46.9 - 67.4 % ​ 47.7 - 68.2 % Risk free rate ​ 2.85 - 2.94 % ​ 3.2 - 3.5 % Expected dividend rate ​ — % ​ — % Exercise price $ 0.63 - 2.46 ​ $ 0.63 - 2.46 ​ Market price $ 1.64 $ 1.80 ​ A summary of the liability-classified option activity for the year ended December 31, 2024 is shown in the following table: ​ ​ ​ Balance at December 31, 2023 - Reclassification of liability from equity 2,523 Stock compensation expense as adjusted 172 Options exercised ( 859 ) Options forfeited ( 8 ) Increase in liability due to fair value recalculations after initial reclassification ( 70 ) Balance at December 31, 2024 1,758 ​ Restricted share units On June 24, 2010, the Company’s shareholders approved the adoption of the Company’s restricted share unit plan (the “RSU Plan”). Amendments to the RSU Plan were approved by our shareholders on June 3, 2021, and the plan is now known as the Amended and Restated Restricted Share Unit and Equity Incentive Plan (the “RSU&EI Plan”). The RSU&EI Plan was approved most recently by our shareholders on June 2, 2022. Eligible participants under the RSU&EI Plan include directors and employees of the Company. Granted RSUs are redeemed on the second anniversary of the grant. Upon an RSU vesting, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held. Activity with respect to RSUs outstanding is summarized as follows: ​ F-29 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ Outstanding ​ grant date ​ ​ RSUs ​ fair value Restricted Share Unit Activity ​ # ​ $ ​ ​ ​ ​ ​ December 31, 2022 305,530 ​ 1.14 ​ ​ ​ ​ ​ Granted ​ 651,912 ​ 1.32 Released ( 312,575 ) ​ 1.14 Forfeited ​ ( 2,957 ) ​ 1.15 ​ ​ ​ ​ ​ December 31, 2023 641,910 ​ 1.33 ​ ​ ​ ​ ​ Granted 479,141 ​ 1.25 Released ( 39,233 ) ​ 1.30 Forfeited ( 12,173 ) ​ 1.43 ​ ​ ​ ​ ​ December 31, 2024 1,069,645 ​ 1.29 ​ Stock-based compensation expense from RSUs was $ 0.5 million and $ 0.3 million for the years ended December 31, 2024 and 2023, respectively. The total fair value of RSUs vested was $ 0.1 million for the year ended December 31, 2024. As of December 31, 2024, there was approximately $ 1.0 million of unamortized stock-based compensation expense related to the RSU&EI Plan. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.7 years under the RSU&EI Plan. As of December 31, 2024, outstanding RSUs were as follows: ​ ​ ​ ​ ​ ​ ​ ​ RSUs Outstanding ​ ​ Weighted- ​ ​ ​ ​ ​ ​ Average ​ Aggregate ​ ​ Number ​ Remaining ​ Fair ​ ​ of RSUs ​ contractual ​ Value ​ Vesting # ​ life (years) ​ $ ​ Date ​ ​ ​ ​ ​ ​ ​ 307,067 0.1 353,127 2025-01-04 283,437 ​ 0.9 ​ 325,953 ​ 2025-12-07 479,141 1.9 551,012 2026-12-12 1,069,645 1.1 1,230,092 ​ The fair value of restricted share units on their respective grant dates was determined using the fair value model with the following assumptions: ​ ​ ​ ​ ​ ​ Restricted Share Unit Fair Value Assumptions 2024 2023 ​ ​ ​ ​ ​ Expected forfeiture rate 3.6 % ​ 3.6 % - 3.8 % Grant date fair value (CAD$) $ 1.77 ​ $ 1.55 - $ 2.06 ​ F-30 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Warrants 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 . In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 common shares at $ 1.50 per whole common share for a term of three years . Activity with respect to warrants outstanding is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Weighted- ​ ​ ​ ​ shares to ​ Average ​ ​ Outstanding ​ be issued ​ exercise price ​ ​ Warrants ​ upon exercise ​ per common share Warrant Activity ​ # ​ # ​ $ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 16,730,530 8,365,265 1.35 ​ ​ ​ ​ ​ ​ ​ Issued ​ 39,100,000 19,550,000 1.50 Exercised ( 413,030 ) ( 206,515 ) 1.35 ​ ​ ​ ​ ​ ​ ​ December 31, 2023 55,417,500 27,708,750 1.46 ​ ​ ​ ​ ​ ​ ​ Exercised ​ ( 16,376,500 ) ​ ( 8,188,250 ) ​ 1.35 ​ ​ ​ ​ ​ ​ ​ December 31, 2024 39,041,000 19,520,500 1.50 ​ We received $ 11.1 million and $ 0.3 million from warrants exercised in the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the outstanding warrants were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ average ​ Aggregate ​ ​ Exercise ​ Number ​ remaining ​ intrinsic ​ ​ price ​ of warrants ​ contractual ​ value ​ ​ $ ​ # ​ life (years) ​ $ ​ Expiry ​ ​ ​ ​ ​ ​ ​ ​ ​ 1.50 39,041,000 1.1 — 2026-02-21 1.50 39,041,000 1.1 — ​ The fair value of the warrants on their respective issue dates was determined using the Black-Scholes model with the following assumptions: ​ ​ ​ ​ ​ Warrant Fair Value Assumptions 2023 ​ ​ ​ ​ ​ Expected forfeiture rate 0.0 % ​ Expected life (years) 3.0 ​ Expected volatility 77.4 % ​ Risk free rate 3.9 % ​ Expected dividend rate 0.0 % ​ Black-Scholes value (CAD$) ​ $ 0.63 ​ ​ F-31 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Fair value calculations of stock options, restricted share units, and warrants The Company estimates expected future volatility based on daily historical trading data of the Company’s common shares. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life. The Company has never paid dividends and currently has no plans to do so. Forfeitures and expected lives were estimated based on actual historical experience. 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. ​ 18. Sales Revenue is primarily derived from the sale of U 3 O 8 under multi-year term agreements. The Company also receives disposal fees at Pathfinder’s Shirley Basin facility. Revenue consists of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 ​ 2023 ​ Revenue Summary ​ Amount % ​ Amount % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer A ​ 16,646 49.4 % ​ 10,881 61.5 % ​ Customer B ​ 16,500 ​ 49.0 % ​ — ​ 0.0 % ​ Customer C ​ — 0.0 % ​ 6,447 36.5 % ​ U 3 O 8 sales ​ 33,146 98.4 % ​ 17,328 98.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Disposal fees ​ 560 1.6 % ​ 351 2.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 33,706 100.0 % ​ 17,679 100.0 % ​ ​ 19. Cost of Sales 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. These costs are also used to value inventory. The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value more than the NRV is charged to cost of sales. Cost of sales consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Cost of Sales ​ 2024 2023 ​ ​ ​ ​ ​ U 3 O 8 Product Costs ​ 36,674 8,676 Lower of cost, market or NRV adjustments ​ 6,005 10,689 ​ ​ 42,679 19,365 ​ ​ F-32 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 20. Operating Costs Operating expenses include exploration and evaluation expense, development expense, general and administration (“G&A”) expense, and mineral property write-offs. Exploration and evaluation expense consists of labor and the associated costs of the exploration and evaluation departments as well as land holding and exploration costs including drilling and analysis on properties which have not reached the permitting or operations stage. Development expense relates to properties that have reached the permitting or operations stage and include costs associated with exploring, delineating, and permitting a property. Once permitted, development expenses also include the costs associated with the construction and development of the permitted property that are otherwise not eligible to be capitalized. G&A expense relates to the administration, finance, investor relations, land, and legal functions, and consists principally of personnel, facility, and support costs. Operating costs consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Operating Costs ​ 2024 2023 ​ ​ ​ ​ ​ Exploration and evaluation ​ 3,803 2,109 Development ​ 41,509 20,396 General and administration ​ 8,044 6,154 Accretion ​ 760 497 ​ ​ 54,116 29,156 ​ ​ 21. Supplemental Information for Statement of Cash Flows Cash and cash equivalents, and restricted cash and cash equivalents, per the Statement of Cash Flows consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, Cash and Cash Equivalents, and Restricted Cash and Cash Equivalents ​ 2024 2023 ​ ​ ​ ​ ​ Cash and cash equivalents ​ 76,055 59,700 Restricted cash and cash equivalents included in non-current assets ​ 11,023 8,549 ​ ​ 87,078 68,249 ​ On December 1, 2024, the Company exercised an option to borrow 250,000 pounds, which were subsequently sold into a uranium sales agreement. The loan value was initially recorded at $ 77.13 per pound, which was the value applied to the cost of the sale (see note 12). The cost of sale on the borrowed inventory was a non-cash transaction. ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, Non-cash investing activity ​ 2024 2023 ​ ​ ​ ​ ​ Change in estimated reclamation costs in mineral properties ​ 4,861 38 ​ Interest expense paid was $ 0.3 million and $ 0.6 million for the years ended December 31, 2024 and 2023, respectively. Accounts payable included $ 0.2 million in equipment purchases at December 31, 2024. Accounts payable included $ 0.2 million in equipment purchases at December 31, 2023. As these did not affect cash balances at the respective dates, they have been adjusted on the Statement of Cash Flow. F-33 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 22. Income Taxes Income (loss) before income taxes on which the provision for income taxes was computed was as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Income (Loss) before Income Tax Provision 2024 2023 ​ ​ ​ ​ ​ United States ( 54,757 ) ( 27,263 ) Canada 1,568 ( 3,393 ) ​ ( 53,189 ) ( 30,656 ) ​ There was no federal or state income tax provision (benefit) in the years presented above. 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. The tax effects of significant items comprising the Company’s deferred tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, Deferred Tax Assets ​ 2024 2023 ​ ​ ​ ​ ​ Deferred tax assets ​ ​ Compensation accruals 145 59 ITC credits ​ 235 ​ 255 Asset retirement obligation ​ 10,332 ​ 7,662 Equity compensation ​ 822 ​ 611 Net operating loss ​ 60,235 ​ 47,715 Lease liability ​ 2 ​ 3 Fixed assets ​ 7,571 ​ 4,821 Cumulative eligible capital deductions ​ 20 ​ 22 Share issues cost ​ 1,537 ​ 944 Total deferred tax assets ​ 80,899 ​ 62,092 ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ Unrealized gain/loss ​ ( 1 ) ​ ( 1 ) ROU asset ​ ( 2 ) ​ ( 3 ) Total deferred tax liabilities ​ ( 3 ) ​ ( 4 ) ​ ​ ​ ​ ​ Valuation allowance ​ ( 80,896 ) ​ ( 62,088 ) ​ ​ ​ Net deferred taxes ​ - ​ - ​ 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. 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. The valuation allowance increased by $ 18,808 and $ 6,775 during 2024 and 2023, respectively. F-34 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ Net operating losses and tax credit carryforwards as of December 31, 2024, are as follows: ​ ​ ​ ​ ​ ​ Income Tax Loss Carryforwards Gross Amounts Expiration Years ​ ​ ​ ​ ​ Net operating losses, federal (Pre-January 1, 2018) 79,699 2029 - 2035 Net operating losses, federal (Post-December 31, 2017) 97,061 No expirations Net operating losses, state 144,079 Varies by state Net operating losses, Canada 26,770 2026 - 2044 Tax credits, foreign 235 2025-2028 ​ The effective tax rate of the Company’s provision (benefit) for income taxes differs from the federal statutory rate as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Income Tax Rate Reconciliation 2024 2023 ​ ​ ​ ​ ​ ​ ​ Statutory rate 26.5 % 26.5 % State tax 12.6 % ( 2.0 ) % Foreign tax ( 5.6 ) % ( 4.7 ) % Change in valuation allowance ( 38.6 ) % ( 21.2 ) % Nondeductible items 2.5 % ( 1.5 ) % True-ups/other — % ( 0.1 ) % Share issuance costs 2.4 % 2.8 % Stock compensation 0.2 % 0.2 % ​ 0.0 % 0.0 % ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, Income Tax Reconciliation 2024 2023 ​ ​ ​ ​ ​ Statutory rate ( 13,752 ) ​ ( 8,141 ) State tax ( 6,547 ) ​ 617 Foreign tax ​ 2,940 ​ 1,433 Change in valuation allowance ​ 20,037 ​ 6,512 Nondeductible items ( 1,318 ) ​ 477 True-ups/other ( 1 ) ​ 31 Share of issuance costs ( 1,250 ) ​ ( 856 ) Stock compensation ( 109 ) ​ ( 73 ) ​ - ​ - ​ 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. Tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company currently has no uncertain tax positions and is therefore not reflecting any adjustments for such in its deferred tax assets. F-35 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 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. There have been no income tax related interest or penalties assessed or recorded in the years ending December 31, 2024 and 2023. Other comprehensive loss was not subject to income tax effects. ​ 23. Commitments Under the terms of its leases for equipment, the Company is committed to minimum annual lease payments as follows: ​ ​ ​ ​ Lease Payments ​ Year ​ Amount ​ ​ ​ 2025 464 2026 466 2027 448 2028 185 ​ 1,563 ​ 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 2025 and 2033: ​ ​ ​ ​ ​ Base Quantity Year ​ (U 3 O 8 Pounds) ​ ​ ​ 2025 440,000 2026 1,250,000 2027 1,150,000 2028 1,300,000 2029 800,000 2030 700,000 2031 — 2032 ​ 100,000 2033 ​ 100,000 ​ 5,840,000 ​ ​ 24. Financial instruments 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. The Company is exposed to risks related to changes in interest rates and management of cash and cash equivalents. Credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and restricted cash and cash equivalents. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts, and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. Of F-36 Table of Contents Ur-Energy Inc. Notes to Consolidated Financial Statements December 31, 2024 (expressed in thousands of U.S. dollars, except share data, unless otherwise indicated) ​ ​ 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. 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. The Company does not consider any of its financial assets to be impaired as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ F-37