UR-ENERGY INC 10-K/A

urg_10ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _________ TO _________. Commission File Number: 001-33905 UR-ENERGY INC. (Exact name of registrant as specified in its charter) Canada Not Applicable State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.) 10758 West Centennial Road , Suite 200 Littleton , Colorado 80127 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: 720 - 981-4588 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Shares, no par value URG (NYSE American); URE (TSX) NYSE American; TSX Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of February 29, 2024, there were 281,626,324 shares of the registrant’s no par value common shares, the registrant’s only outstanding class of voting securities, outstanding. As of June 30, 2023, the aggregate market value of the registrant’s voting common shares held by non-affiliates of the registrant was approximately $ 252.3 million based upon the closing sale price of the common shares as reported by the NYSE American. For the purpose of this calculation, the registrant has assumed that its affiliates as of June 30, 2023, including all affiliates, directors and officers collectively held approximately 24.4 million of its outstanding common shares. DOCUMENTS INCORPORATED BY REFERENCE Certain information required for Items 10, 11, 12, 13 and 14 of Part III of this annual report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement for the 2024 Annual Meeting of Shareholders. UR-ENERGY INC. ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS Page PART IV Item 15. Exhibits and Financial Statement Schedules 4 Signatures 7 2 Table of Contents Explanatory Note: On March 6, 2024, Ur-Energy Inc. (the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Original Form 10-K”). This Amendment No. 1 to Form 10-K (“Amendment”) of the Company is being filed solely to amend Item 15 and Exhibit 96.2 to file an amended Technical Report Summary on the Shirley Basin ISR Uranium Project, Carbon County, Wyoming, USA. The Technical Report Summary that was filed with the Original Form 10-K included errors in Table 16 (“Life of Mine Operating Expenses”) with data missing or inaccurately stated. The text of the Technical Report Summary and conclusions in the report remain unchanged. This Amendment should be read in conjunction with the Original Form 10-K and includes only the portions of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, this Amendment does not change any of the financial or other information set forth in the Original Form 10-K or the exhibits thereto. This Amendment does not reflect events that may have occurred subsequent to the filing of the Original Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment. 3 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-1. 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 3/6/2024 4.1 4.2 Warrant Agreement, dated February 4, 2021, between the Company, Computershare Inc and Computershare Trust Company, N.A. 8-K 2/4/2021 4.1 4.3 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 Financing Agreement and Mortgage (State of Wyoming Industrial Revenue Bond Loan) 6-K 10/29/2013 99.1 10.2 Share Purchase Agreement and Registration Rights Agreement (Private Placement) 6-K 12/19/2013 10.3 Employment Agreement with Roger L. Smith, as amended 10-K 3/3/2014 10.9 10.4 Employment Agreement with Steven M. Hatten, as amended 10-K 3/3/2014 10.10 10.5 Employment Agreement with John W. Cash, as amended 10-K 3/3/2014 10.11 10.6 Employment Agreement with Penne A. Goplerud, as amended 10-K 3/3/2014 10.12 4 Table of Contents 10.7 Ur-Energy Inc. Amended and Restated Stock Option Plan 8-K 4/17/17 10.1 10.8 Amended and Restated Restricted Share Unit & Equity Incentive Plan 8-K 4/16/2021 10.1 10.9 At Market Issuance Sales Agreement 8-K 5/29/2020 1.1 10.10 Amended and Restated At Market Issuance Sales Agreement 8-K 6/9/2021 1.1 10.11 Amendment No. 1 to the Amended and Restated At Market Issuance Sales Agreement 8-K 12/21/2021 1.2 10.12 Amendment No. 2 to the Amended and Restated At Market Issuance Sales Agreement 8-K 7/20/2023 3.1 10.13 Amendment to Financing Agreement and Third Amendment to Mortgage 10-K 2/26/2021 10.12 10.14 Form of Securities Purchase Agreement dated July 31, 2020, among Ur-Energy Inc. and purchasers named therein 8-K 8/4/2020 10.1 10.15 Amendment to Employment Agreement with Roger L. Smith 10-K 2/26/2021 10.17 10.16 Amendment to Employment Agreement with Steven M. Hatten 10-K 2/26/2021 10.18 10.17 Amendment to Employment Agreement with John W. Cash 10-K 2/26/2021 10.19 10.18 Amendment to Employment Agreement with Penne A. Goplerud 10-K 2/26/2021 10.20 10.19 Amendment to Employment Agreement with John W. Cash 10-Q 5/1/2023 10.1 10.20 Amendment to Employment Agreement with Steven M. Hatten 10-Q 5/1/2023 10.2 21.1 Subsidiaries of the Registrant 10-K 3/6/2024 21.1 23.1 Consent of PricewaterhouseCoopers LLP ( Vancouver, Canada ID: 271 ) 10-K 3/6/2024 23.1 5 Table of Contents 23.2 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 10-K 3/6/2024 23.2 23.3 Consent of WWC Engineering with regard to the Amended 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 10-K 3/6/2024 32.1 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 10-K 3/6/2024 32.2 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 Amended Technical Report Summary on the Shirley Basin ISR Uranium Property, Carbon County, Wyoming, USA X 97 Ur-Energy Inc. Executive Compensation Clawback Policy 10-K 3/6/2024 97 101.INS XBRL Instance Document X 101.SCH XBRL Schema Document X 101.CAL XBRL Calculation Linkbase Document X 101.DEF XBRL Definition Linkbase Document X 101.LAB XBRL Labels Linkbase Document X 101.PRE XBRL Presentation Linkbase Document X 99.1 Location maps (1) 10-K 3/3/2015 (1) Filed herewith under Items 1 and 2. Business and Properties. 6 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: March 12, 2024 By: /s/ John W. Cash John W. Cash Chief Executive Officer 7