Ur-Energy Announces Pricing of $100 Million Offering of 4.75% Convertible Senior Notes Due 2031

Executive Summary

• Ur-Energy Inc. announced the pricing of $100 million aggregate principal amount of 4.75% Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers under Rule 144A.
• The company intends to use approximately $13.9 million of the net proceeds to purchase cash-settled capped calls to hedge potential economic dilution, with the remainder allocated to project development and general corporate purposes.
• The notes carry an initial conversion price of approximately $1.73 per share (a 27.5% premium to the December 10, 2025 closing price) and include an option for initial purchasers to buy up to an additional $20 million in notes.

Key Details

• Instrument: 4.75% Convertible Senior Notes due 2031.
• Aggregate Principal Amount: $100 million.
• Option to Purchase Additional Notes: Initial purchasers have a 13-day option to purchase up to an additional $20 million in notes.
• Net Proceeds: Estimated at approximately $95.5 million (or $114.8 million if the option is exercised in full), after deducting discounts, commissions, and offering expenses.
• Use of Proceeds:
  • Approximately $13.9 million (or $16.6 million if the option is exercised) to purchase cash-settled capped call transactions.
  • Remaining net proceeds for project development and general corporate purposes.
• Interest Rate: 4.75% per year, payable semiannually in arrears on January 15 and July 15, beginning July 15, 2026.
• Maturity Date: January 15, 2031.
• Conversion Terms:
  • Convertible into cash, common shares, or a combination at Ur-Energy’s election.
  • Initial conversion rate: 576.7013 common shares per $1,000 principal amount.
  • Initial conversion price: Approximately $1.73 per common share.
  • Conversion premium: Approximately 27.5% over the last reported sale price on December 10, 2025.
• Redemption Rights:
  • Ur-Energy may not redeem prior to January 22, 2029 (except for tax law changes).
  • Redemption allowed on or after January 22, 2029, if the stock price is at least 130% of the conversion price for 20 of 30 consecutive trading days.
  • Redemption price: 100% of principal plus accrued interest.
  • Minimum redemption amount: At least $25 million aggregate principal must remain outstanding.
• Fundamental Change Repurchase: Ur-Energy must offer to repurchase notes at 100% of principal plus accrued interest if a "fundamental change" occurs.
• Capped Call Transactions:
  • Cash-settled capped calls entered into with option counterparties.
  • Covers the number of common shares initially underlying the notes.
  • Cap price: $2.72 per share (100% premium over the December 10, 2025 closing price).
  • Purpose: To compensate for potential economic dilution and offset cash payments in excess of principal upon conversion.
• Closing Conditions: Expected to close on December 15, 2025, subject to customary conditions and final acceptance by the Toronto Stock Exchange (TSX).