Ur-能源美股招股说明书(2026-04-16版)

Ur-Energy Inc. (the “Company,” “we,” “us,” or “our”) may offer and sell from time to time, in one or more offerings, inamounts, at prices and on terms determined at the time of any such offering, of our common shares, no par value (“commonshares”), warrants to purchase common shares (the “warrants”), our senior and subordinated debt securities, rights to purchasecommon shares and/or senior or subordinated debt securities, units consisting of two or more of these classes of securities or anycombination thereof up to an aggregate initial offering price of $300,000,000 (all of the foregoing, collectively, the“Securities”). The prices at which we may sell the Securities will be determined by the prevailing market price for suchSecurities. We will bear all expenses of registration incurred in connection with this offering. We will provide specific terms of any offering of Securities in one or more supplements to this prospectus. The Securitiesmay be offered separately or together in any combination and as separate series. You should read this prospectus and anysupplement carefully before you invest. The prospectus supplement may also add, update or change information contained inthis prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you make yourinvestment decision. We may sell securities directly to you, through agents we select, or through underwriters or dealers we select. If we useagents, underwriters or dealers to sell the Securities, we will name them and describe their compensation in a prospectussupplement. The net proceeds we expect to receive from an offering of Securities will be described in the prospectussupplement. Our registration of the Securities covered by this prospectus does not mean that we will offer or sell any of the Securities.We may sell the Securities covered by this prospectus in a number of different ways and at varying prices. We provide moreinformation about how we may sell the Securities in the section entitled “Plan of Distribution” beginning on page23. Our common shares are traded on the Toronto Stock Exchange (“TSX”) under the symbol “URE” and on the NYSEAmerican LLC (“NYSE American”) under the symbol “URG.” On April 15, 2026, the last reported sale price of the commonshares on the NYSE American was $1.65 per common share and on the TSX was Cdn$2.26 per common share. Unless otherwisespecified in the applicable prospectus supplement, the Securities other than the common shares will not be listed on anysecurities exchange. There is currently no market through which the Securities, other than the common shares, may be sold and you may not be ableto resell such Securities purchased under this prospectus and any applicable prospectus supplement. This may affect the pricing ofsuch Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and theextent of issuer regulation. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THE“RISK FACTORS” SECTION BEGINNING ON PAGE2OF THIS PROSPECTUS. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 16, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1RISK FACTORS2WHERE YOU CAN FIND MORE INFORMATION17INCORPORATION OF CERTAIN INFORMATION BY REFERENCE17CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING DISCLOSURE OF MINERALRESOURCES18CURRENCY AND EXCHANGE RATES18CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS18OUR BUSINESS21USE OF PROCEEDS22PLAN OF DISTRIBUTION23DESCRIPTION OF COMMON SHARES25DESCRIPTION OF WARRANTS27DESCRIPTION OF UNITS28DESCRIPTION OF RIGHTS29DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES30DENOMINATIONS, REGISTRATION AND TRANSFER37CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS38CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS40LEGAL MATTERS50EXPERTS50 In this prospectus and in any prospectus supplement, unless the context otherwise requires, referencesto “Ur-Energy,” the “Company,” “we,” “us” and “our” refer to Ur-Energy Inc., either alone or together withour subsidiaries as the context requires. When we refer to “shares” throughout this prospectus, we includeall rights attaching to our common shares under any shareholder rights plan then in effect. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and ExchangeCommission, which we refer to as the “SEC” or the “Commission,” using a “shelf” registration process.Under the shelf registration, we may sell any combination of the securities described in this prospectus inone or more offerings. This prospectus provides you with a general description of the securities that we mayoffer. Each time that we sell securities, we will p