urg_10q.htm

Ur-Energy Inc.

Interim Consolidated Statements of Operations and Comprehensive Loss

(expressed in thousands of U.S. dollars, except per share data)

(the accompanying notes are an integral part of these consolidated financial statements)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

		FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022

	☐	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 stock		URG (NYSE American); URE (TSX)		NYSE American; TSX

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, smaller reporting company or an emerging growth company. See 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	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☐
Non-accelerated filer	☒

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 28, 2022, there were 219,246,028 shares of the registrant’s no par value Common Shares (“Common Shares”), the registrant’s only outstanding class of voting securities, outstanding.

UR-ENERGY INC.

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosure	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

SIGNATURES		39

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When we use the terms “Ur-Energy,” “we,” “us,” or “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 Information

This report on Form 10-Q contains "forward-looking statements" within the meaning of applicable United States (“U.S.”) and Canadian securities laws, and these forward-looking statements can be identified by the use of words such as "expect," "anticipate," "estimate," "believe," "may," "potential," "intends," "plans" 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 are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Such statements include, but are not limited to: (i) the ability to maintain safe and compliant reduced-level production operations at Lost Creek; (ii) the timing for completion of ongoing development and to determine future development and construction priorities at Lost Creek and Shirley Basin; (iii) the ability to ramp-up and transition to full or other warranted production levels in a timely and cost-effective manner when market and other conditions warrant; (iv) life of mine, costs and production results for Lost Creek and Shirley Basin, including as set forth in the respective Initial Assessment Technical Report Summary for each project; (v) the timing and outcome of final regulatory approvals of the amendments for uranium recovery at the LC East Project; (vi) continuing effects of supply-chain disruption and whether the Company will be able to anticipate and overcome such delays; (vii) the viability of our ongoing research and development efforts, including the timing and cost to implement and operate one or more of them; (viii) the ability to complete additional favorable uranium sales agreements including spot sales if the market warrants and as may be advantageous to the Company; (ix) resolution of the continuing challenges within the uranium market, including supply and demand projections; (x) the possible impacts of the Russian invasion of Ukraine on the global economy and more specifically on the nuclear fuel industry including U.S. uranium producers; (xi) the size and sustainability of impacts on the uranium market of recent physical funds and other depositories for purchases of uranium inventories; (xii) the timing and impact of implementation of the national uranium reserve program and the Company’s role in the program; (xiii) impacts on the global markets of climate change initiatives of nations and multi-national companies; (xiv) whether the proposed transaction of certain non-core assets will be completed, on what terms and timing; and (xv) whether our financing activities and cost-savings measures which we have implemented will be sufficient to support our operations and for what period of time. Additional factors include, among others, the following: challenges presented by current inventories and largely unrestricted imports of uranium products into the U.S.; future estimates for production; capital expenditures; operating costs; mineral resources, grade estimates and recovery rates; market prices; business strategies and measures to implement such strategies; competitive strengths; estimates of goals for expansion and growth of the business and operations; plans and references to our future successes; our history of operating losses and uncertainty of future profitability; status as an exploration stage company; the lack of mineral reserves; risks associated with obtaining permits and other authorizations in the U.S.; risks associated with current variable economic conditions; our ability to service our debt and maintain compliance with all restrictive covenants related to the debt facility and security documents; the possible impact of future debt or equity financings; the hazards associated with mining production operations; compliance with environmental laws and regulations; wastewater management; the possibility for adverse results in potential litigation; uncertainties associated with changes in law, 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; changes in size and structure; the effectiveness of management and our strategic relationships; ability to attract and retain key personnel and management; uncertainties regarding the need for additional capital; sufficiency of insurance coverages; uncertainty regarding the fluctuations of quarterly results; foreign currency exchange risks; ability to enforce civil liabilities under U.S. securities laws outside the U.S.; ability to maintain our listing on the NYSE American and Toronto Stock Exchange (“TSX”); risks associated with the expected classification as a "passive foreign investment company" under the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended; risks associated with our investments and other risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K, dated March 9, 2022.

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Cautionary Note to Investors Concerning Disclosure of Mineral Resources

Unless otherwise indicated, all mineral resource estimates included in this report on Form 10-Q have been prepared in accordance with U.S. securities laws pursuant to Regulation S-K, Subpart 1300 (“S-K 1300”). Prior to these estimates, we prepared our estimates of mineral resources in accord with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (“CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for public disclosure an issuer makes of scientific and technical information concerning mineral projects. We are required by applicable Canadian Securities Administrators to file in Canada an NI 43‑101 compliant report at the same time we file an S-K 1300 technical report summary. The March 7, 2022, NI 43‑101 and S-K 1300 reports (for each of the Lost Creek Property and Shirley Basin Project) are substantively identical to one another except for internal references to the regulations under which the report is made, and certain organizational differences.

Investors should note that the term “mineral resource” does not equate to the term “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 the reserve determination is made. Investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under S-K 1300, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies. Additionally, as required under S-K 1300, our report on the Lost Creek Property includes two economic analyses to account for the chance that the inferred resources are not upgraded as production recovery progresses and the Company collects additional drilling data; the second economic analysis was prepared which excluded the inferred resources. The estimated recovery excluding the inferred resources also establishes the potential viability at the property, as detailed in the S-K 1300 report. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.

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PART I

Item 1. FINANCIAL STATEMENTS

Ur-Energy Inc.
Interim Consolidated Balance Sheets
(expressed in thousands of U.S. dollars)
(the accompanying notes are an integral part of these consolidated financial statements)

	Note		March 31, 2022			December 31, 2021

Assets
Current assets
Cash and cash equivalents		3		46,315			46,189
Accounts receivable				6			4
Prepaid expenses				1,052			894
Assets held for sale		4		1,536			1,536
Total current assets				48,909			48,623

Non-current assets
Non-current portion of inventory		5		7,923			7,923
Restricted cash		6		8,020			7,966
Mineral properties		7		34,755			35,067
Capital assets		8		20,859			21,260
Total non-current assets				71,557			72,216
Total assets				120,466			120,839

Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities		9		3,594			2,864
Current portion of notes payable		10		2,585			1,262
Current portion of warrant liability		12		3,077			2,027
Environmental remediation accrual				71			71
Total current liabilities				9,327			6,224

Non-current liabilities
Notes payable		10		9,748			11,060
Lease liability				13			18
Asset retirement obligations		11		30,027			29,915
Warrant liability		12		6,186			4,236
Total non-current liabilities				45,974			45,229

Shareholders' equity
Share capital		13		250,946			248,319
Contributed surplus				20,228			20,040
Accumulated other comprehensive income				4,034			4,142
Accumulated deficit				(210,043	)		(203,115	)
Total shareholders' equity				65,165			69,386
Total liabilities and shareholders' equity				120,466			120,839

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			Three months ended
			March 31,
	Note		2022			2021

Sales		14		-			-
Cost of sales		15		(1,722	)		(1,673	)
Gross profit (loss)				(1,722	)		(1,673	)

Operating costs		16		(3,298	)		(1,812	)
Loss from operations				(5,020	)		(3,485	)

Net interest expense				(174	)		(189	)
Warrant liability mark to market loss		12		(2,973	)		(3,404	)
Foreign exchange loss				(11	)		(296	)
Other income		14		1,250			2
Net loss				(6,928	)		(7,372	)

Foreign currency translation adjustment				(108	)		219
Comprehensive loss				(7,036	)		(7,153	)

Loss per common share:
Basic				(0.03	)		(0.04	)
Diluted				(0.03	)		(0.04	)

Weighted average common shares:
Basic				217,254,138			181,892,848
Diluted				217,254,138			181,892,848

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Ur-Energy Inc.
Interim 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
Three months ended											Other
March 31,			Share Capital					Contributed			Comprehensive		Accumulated			Shareholders'
2021	Note		Shares		Amount			Surplus			Income		Deficit			Equity

December 31, 2020				170,253,752		189,620			20,946			3,707		(180,177	)		34,096

Exercise of stock options		13		1,723,818		1,540			(462	)		-		-			1,078
Exercise of warrants		13		481,000		551			-			-		-			551
Shares issued for cash		13		16,930,530		15,237			-			-		-			15,237
Less amount assigned to warrant liability	12 & 13			-		(2,604	)		-			-		-			(2,604	)
Less share issue costs		13		-		(1,307	)		-			-		-			(1,307	)
Stock compensation				-		-			231			-		-			231
Comprehensive income (loss)				-		-			-			219		(7,372	)		(7,153	)

March 31, 2021				189,389,100		203,037			20,715			3,926		(187,549	)		40,129

											Accumulated
Three months ended											Other
March 31,			Share Capital					Contributed			Comprehensive			Accumulated			Shareholders'
2022	Note		Shares		Amount			Surplus			Income			Deficit			Equity

December 31, 2021				216,782,694		248,319			20,040			4,142			(203,115	)		69,386

Exercise of stock options		13		239,422		244			(73	)								171
Exercise of warrants		13		259,000		308												308
Shares issued for cash		13		1,214,774		2,128												2,128
Less share issue costs		13				(53	)											(53	)
Stock compensation									261									261
Comprehensive income (loss)												(108	)		(6,928	)		(7,036	)

March 31, 2022				218,495,890		250,946			20,228			4,034			(210,043	)		65,165

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Ur-Energy Inc.
Interim Consolidated Statements of Cash Flow
(expressed in thousands of U.S. dollars)
(the accompanying notes are an integral part of these consolidated financial statements)

			Three months ended
			March 31,
	Note		2022			2021

Cash provided by (used for):

Operating activities
Net loss for the period				(6,928	)		(7,372	)

Items not affecting cash:
Stock based compensation				261			231
Net realizable value adjustments				1,722			1,673
Amortization of mineral properties				312			509
Depreciation of capital assets				456			446
Accretion expense				112			123
Amortization of deferred loan costs				11			12
Mark to market loss				2,973			3,404
Unrealized foreign exchange loss				11			296
Accounts receivable				(2	)		(2	)
Inventory				(1,722	)		(1,719	)
Prepaid expenses				(158	)		204
Accounts payable and accrued liabilities				730			119
				(2,222	)		(2,076	)

Investing activities
Purchase of capital assets				(60	)		-
				(60	)		-

Financing activities
Issuance of common shares and warrants for cash		13		2,128			15,237

SEC Form 10-Q filed by Ur Energy Inc