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424B5 1 tm2610087-4_424b5.htm 424B5 tm2610087-4_424b5 - none - 6.7849184s

Filed pursuant to Rule 424(b)(5)

Registration No. 333-294902

PROSPECTUS SUPPLEMENT
(To prospectus dated April 16, 2026)

Up to $50,000,000 Common Shares

On May 29, 2020, we entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (formerly known as B. Riley FBR, Inc.) (“B. Riley Securities”), relating to our common shares, no par value per share (the “common shares”), offered by our prospectus supplement dated May 29, 2020 and an accompanying base prospectus. On June 7, 2021, we entered into an amended and restated Sales Agreement (the “Sales Agreement”) to add Cantor Fitzgerald & Co. (“Cantor” and together with B. Riley Securities, the “Agents”) as a co-agent under the Sales Agreement. We entered into first (“Amendment No. 1”) and second (“Amendment No. 2”) amendments to the Sales Agreement on December 17, 2021, and July 19, 2023, respectively, with the Agents to, among other things, reflect then-new registration statements. On April 16, 2026, we entered into a third amendment to the Sales Agreement (“Amendment No. 3” and, together with the Sales Agreement, Amendment No. 1, and Amendment No. 2, the “Amended Sales Agreement”) with the Agents to, among other things, reflect another new registration statement. Since July 19, 2023 and as of April 16, 2026, we have issued and sold 31,593,965 common shares having aggregate gross proceeds of approximately $51,047,056 under the Sales Agreement, as amended by Amendment Nos. 1 and 2. On April 6, 2026, we filed a new registration statement on Form S-3 (File No. 333-294902) of which this prospectus supplement and the accompanying base prospectus form a part, which registration statement became effective on April 16, 2026. In accordance with the terms of the Amended Sales Agreement, pursuant to this prospectus supplement we may offer and sell common shares having a maximum aggregate sales price of up to $50,000,000 from time to time through or to the Agents as sales agent or principal.

Sales of common shares, if any, may be made by any method permitted by law deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agents will use commercially reasonable efforts to sell on our behalf all of the common shares requested to be sold by us, consistent with its normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

The Agents will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price of all shares sold under the Amended Sales Agreement. In connection with the sale of common shares on our behalf, each Agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agents against certain liabilities, including liabilities under the Securities Act.

Investing in our common shares involves significant risks. Before buying common shares, you should carefully consider the risks described under the caption “Risk Factors” beginning on page S-7 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

B. Riley Securities

Cantor

The date of this prospectus supplement is April 16, 2026.

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-1
	CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS					S-1
	CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING DISCLOSURE OF MINERAL RESOURCES					S-4
	CURRENCY AND EXCHANGE RATES					S-4
	PROSPECTUS SUPPLEMENT SUMMARY					S-5
	THE OFFERING					S-6
	RISK FACTORS					S-7
	DILUTION					S-9
	USE OF PROCEEDS					S-10
	PLAN OF DISTRIBUTION					S-11
	LEGAL MATTERS					S-13
	EXPERTS					S-13
	WHERE YOU CAN FIND MORE INFORMATION					S-13
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					S-14

	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

Assumed public offering price per common share			$	1.56
Net tangible book value per share as of December 31, 2025	$	0.20
Increase per share attributable to this offering	$	0.11
Adjusted net tangible book value per share as of December 31, 2025			$	0.31
Dilution per share attributable to this offering			$	1.25

SEC Form 424B5 filed by Ur Energy Inc