tm2610087-3_424b3 - none

424B3 1 tm2610087-3_424b3.htm 424B3 tm2610087-3_424b3 - none - 4.6094142s

Filed pursuant to Rule 424(b)(3)

Registration No. 333-294902

PROSPECTUS

$300,000,000
Common Shares
Warrants
Units
Rights
Senior Debt Securities
Subordinated Debt Securities

Ur-Energy Inc. (the “Company,” “we,” “us,” or “our”) may offer and sell from time to time, in one or more offerings, in amounts, at prices and on terms determined at the time of any such offering, of our common shares, no par value (“common shares”), warrants to purchase common shares (the “warrants”), our senior and subordinated debt securities, rights to purchase common shares and/or senior or subordinated debt securities, units consisting of two or more of these classes of securities or any combination 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 such Securities. 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 Securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any supplement carefully before you invest. The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you make your investment decision.

We may sell securities directly to you, through agents we select, or through underwriters or dealers we select. If we use agents, underwriters or dealers to sell the Securities, we will name them and describe their compensation in a prospectus supplement. The net proceeds we expect to receive from an offering of Securities will be described in the prospectus supplement.

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 more information about how we may sell the Securities in the section entitled “Plan of Distribution” beginning on page 23.

Our common shares are traded on the Toronto Stock Exchange (“TSX”) under the symbol “URE” and on the NYSE American LLC (“NYSE American”) under the symbol “URG.” On April 15, 2026, the last reported sale price of the common shares on the NYSE American was $1.65 per common share and on the TSX was Cdn$2.26 per common share. Unless otherwise specified in the applicable prospectus supplement, the Securities other than the common shares will not be listed on any securities exchange.

There is currently no market through which the Securities, other than the common shares, may be sold and you may not be able to resell such Securities purchased under this prospectus and any applicable prospectus supplement. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THE “RISK FACTORS” SECTION BEGINNING ON PAGE 2 OF THIS PROSPECTUS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these 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.

	ABOUT THIS PROSPECTUS					1
	RISK FACTORS					2
	WHERE YOU CAN FIND MORE INFORMATION					17
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					17
	CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES					18
	CURRENCY AND EXCHANGE RATES					18
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					18
	OUR BUSINESS					21
	USE OF PROCEEDS					22
	PLAN OF DISTRIBUTION					23
	DESCRIPTION OF COMMON SHARES					25
	DESCRIPTION OF WARRANTS					27
	DESCRIPTION OF UNITS					28
	DESCRIPTION OF RIGHTS					29
	DESCRIPTION OF SENIOR AND SUBORDINATED DEBT SECURITIES					30
	DENOMINATIONS, REGISTRATION AND TRANSFER					37
	CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS					38
	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS					40
	LEGAL MATTERS					50
	EXPERTS					50

SEC Form 424B3 filed by Ur Energy Inc