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| PART I – FINANCIAL INFORMATION | |
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| Item 1. | Financial Statements | 6 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 |
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| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 47 |
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| Item 4. | Controls and Procedures | 48 |
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| PART II – OTHER INFORMATION | | |
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| Item 1. | Legal Proceedings | 49 |
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| Item 1A. | Risk Factors | 49 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 49 |
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| Item 3. | Defaults Upon Senior Securities | 49 |
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| Item 4. | Mine Safety Disclosure | 50 |
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| Item 5. | Other Information | 50 |
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| Item 6. | Exhibits | 51 |
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| SIGNATURES | 52 | |
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When we use the terms “Ur-Energy,” “we,” “us,” “our,” or the “Company,” we are referring to Ur-Energy Inc. and its subsidiaries, unless the context otherwise requires. Throughout this document we make statements that are classified as “forward-looking.” Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” section below for an explanation of these types of assertions.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. These forward-looking statements can be identified by the use of words such as “expect,” “anticipate,” “estimate,” “believe,” “may,” “potential,” “intend,” “plan,” and other similar expressions or statements that an action, event, or result “may,” “could,” or “should” be taken, occur, or be achieved or the negative thereof or other similar statements. These statements include, but are not limited to, statements regarding:
| ● | our ability and the expected or planned timing at Lost Creek to manage fine particles from the wellfield, optimize operation of the sand filtration system, manage wastewater, further optimize lixiviant chemistry, construct a wastewater treatment facility, and implement maintenance improvements and other initiatives to continue to ramp up and increase production; |
| ● | our ability and the expected or planned timing at Shirley Basin to optimize lixiviant chemistry and improve other operating parameters associated with the early ramp up and optimization of the newly commissioned mine, ramp up to commercial operations, complete remaining construction and commissioning of reverse osmosis and other wastewater systems, and to install wastewater treatment equipment; |
| ● | our ability to improve the transportation, transfer system, and processing of Shirley Basin production at Lost Creek; |
| ● | our ability and the expected or planned timing at both Lost Creek and Shirley Basin to execute our drilling plans, install and bring additional header houses online, and move into, commence wellfield construction in, and successfully produce in additional mine units; |
| ● | our ability to complete construction activities at Shirley Basin and Lost Creek within current cost projections; |
| ● | the technical and economic viability of the Lost Creek Property or the Shirley Basin Project as set forth in the applicable technical reports; |
| ● | the production rates and life of the Shirley Basin Project and the Lost Creek Project and subsequent development of and production from Adjoining Projects within the Lost Creek Property; |
| ● | the potential of Lost Creek South and other exploration targets throughout the Lost Creek Property (including the ability to expand resources); |
| ● | our ability and the expected or planned timing at Lost Soldier to complete baseline environmental studies or a new technical report and to make a development decision; |
| ● | expectations for our exploration programs, including Lost Soldier, North Hadsell, and Lost Creek South, including whether drilling programs will continue, further work will support preliminary interpretations, the resource potential will be adequate for in-situ recovery mining, we will commence or complete permitting, or the projects will be scalable or allow us to leverage existing infrastructure or operating expertise; |
| ● | our ability to maintain and conduct operations and other activities in a safe and compliant manner; |
| ● | our ability and the timing to apply for and obtain permits and authorizations and regulatory approvals for ongoing or new exploration, development, or operations; |
| ● | our ability to meet our commitments to sell and deliver product or meet sales projections, and our ability to defer deliveries or implement contingency plans if our production and inventory are not sufficient to meet such commitments; |
| ● | our ability to satisfy our inventory loan or convertible notes obligations; |
| ● | whether the sales prices in our contracts will be profitable on an all-in production cost basis; |
| ● | our ability and the timing to complete additional favorable uranium sales agreements, including spot sales as may be warranted; |
| ● | whether our cash resources will be sufficient for our capital requirements and operating costs without additional financing; |
| ● | conditions in the uranium market, including the major influences of climate change and environmental objectives, geopolitics, trade actions, and demands of artificial intelligence and data centers, and how they will affect our operations and business; and |
| ● | expectations regarding government initiatives regarding nuclear energy and uranium and their potential impacts on our industry and the markets for uranium. |
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. Our forward-looking statements, however, are only predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, achievements, or industry results, to be materially different from future results, performance, or achievements expressed, projected, or implied by those forward-looking statements. Such risks include, but are not limited to: the accuracy of or changes to our future estimates of production, development, and operations, capital expenditures, operating costs, mineral resources, recovery rates, grades, market prices, goals for expansion and growth of our business and operations, or plans and references to future successes; the effectiveness of our business strategies and measures to implement such strategies; our competitive strengths; our history of operating losses and uncertainty of future profitability; our status as an exploration stage company; our lack of mineral reserves; risks associated with obtaining permits and other authorizations in the U.S.; risks associated with maintaining our mineral properties; risks associated with current variable economic conditions; the impacts of our convertible notes financing; risks associated with our ability to obtain financing in the future and the possible impact of future financings; the hazards associated with mining production; compliance with environmental laws and regulations; uncertainty regarding the pricing and collection of accounts; the possibility for adverse results in potential litigation; uncertainties associated with changes in government policy and regulation; uncertainties associated with a Canada Revenue Agency or U.S. Internal Revenue Service audit of any of our cross border transactions; adverse changes in general business conditions in any of the countries in which we do business; changes in our size and structure; the effectiveness of our management and strategic relationships; our ability to attract, retain, train, and develop skilled personnel; our ability to innovate and implement new technologies, including artificial intelligence; our ability to manage and address cybersecurity risks; uncertainties regarding our need for and ability to raise additional capital; uncertainty regarding the fluctuations of our quarterly results; foreign currency exchange risks; the inability to enforce civil liabilities against the Company or its directors and officers; our ability to maintain our listing on the NYSE American LLC (“NYSE American”) and Toronto Stock Exchange (“TSX”); risks associated with our expected classification as a “passive foreign investment company” under the U.S. Internal Revenue Code of 1986, as amended; risks associated with various trade actions and tariffs; risks associated with global conflicts and geopolitical tensions, including armed conflicts in Iran and the broader Middle East, tensions over the Strait of Hormuz, the war in Ukraine, and tensions between the U.S. and China; risks associated with our investments; and other risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) this Quarterly Report on Form 10-Q.
Any forward-looking statements and information are based on estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q, and the Company undertakes no obligation to update or revise any forward-looking statement or information to reflect new information, events, results, or circumstances or the occurrence of unanticipated events, except as required by applicable law. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements or information.
Cautionary Note to Investors Concerning Disclosure of Mineral Resources
Unless otherwise indicated, all mineral resource estimates that are material to our business or financial condition in this Quarterly Report on Form 10-Q and in the documents incorporated by reference have been prepared in accordance with Regulation S-K, Subpart 1300 (“S-K 1300”) and are supported by initial assessments prepared under S-K 1300. Our mineral resource estimates also comply with Canadian National Instrument 43-101,Standards of Disclosure for Mineral Projects (“NI 43-101”), and the CIM Definition Standards. Our technical report summaries are the Technical Report on the Lost Creek ISR Uranium Property, Sweetwater County, Wyoming, USA (March 10, 2026), and the Initial Assessment Technical Report Summary on the Shirley Basin ISR Uranium Project Carbon County, Wyoming USA, as amended (March 11, 2024).
Investors should note that “mineral resource” does not equate to “mineral reserve.” Mineralization may not be classified as a mineral reserve unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination. “Inferred mineral resources” have significant uncertainty as to their existence, economic feasibility, and legal feasibility, and it cannot be assumed that any part of an inferred mineral resource will ever be upgraded to a higher category. Under S-K 1300, inferred mineral resources may not form the basis of feasibility or pre-feasibility studies. As required under S-K 1300, our Lost Creek Property report includes two economic analyses—one including and one excluding inferred mineral resources—to account for the possibility that inferred mineral resources are not upgraded. Investors are cautioned not to assume that any inferred mineral resource exists or is economically or legally mineable.
Cautionary Note Concerning Industry and Market Data
This Quarterly Report on Form 10-Q includes industry, market, and regulatory information obtained from government agencies, industry publications, trade associations, and other publicly available sources, including the U.S. Nuclear Regulatory Commission, the U.S. Department of Energy, and the U.S. Energy Information Administration. Although the Company believes these sources are reliable, it has not independently verified the information, and such information is subject to change. Industry and market data also involve estimates, assumptions, and projections that are subject to risks and uncertainties, including those described under “Cautionary Statement Regarding Forward-Looking Statements” above and in in the Risk Factors in the Company’s Annual Report on Form 10-K for the fiscal year-ended December 31, 2025.
