urg_10q.htm

美國

證券交易委員會

華盛頓特區 20549

表格 10-Q

（標記一）

☒	根據1934年證券交易法第13或15(d)條規定的季度報告截至2022年1月31日的季度期2024年9月30日

☐	根據1934年證券交易法第13或15（d）條進行的過渡報告在_____至_____的過渡期間。

委員會文件號： 001-33905

ur-能源股份有限公司

(根據其章程規定的註冊人準確名稱)

加拿大
註冊或組織的州或其他管轄區		（納稅人識別號碼）

10758 West Centennial Road, 200號

Littleton, 科羅拉多州 80127

（總部地址，包括郵政編碼）

公司電話，包括區號：720-981-4588

在法案第12(b)條的規定下注冊的證券：

每類股票名稱:		交易代碼		註冊交易所的名稱：
		ur-能源股份有限公司（紐交所美國）; URE (tsx)		NYSE 美國; tsx

請在檢查標記處註明註冊人（1）是否已在證券交易法第13或15（d）條所規定的過去12個月（或註冊人需要提交此類報告的較短期間）內提交了所有必須提交的報告，並且（2）自過去90天以來一直受到此類提交要求的限制。

Yes☒ 否 ☐

在檢查標記中表明註冊人是否已經在過去的12個月內（或者爲註冊人需要提交這些文件的較短期間）根據S-T法規405規定，遞交了每個互動數據文件。

Yes☒ 否 ☐

請打勾表示註冊人是大型快速存取檔案者、加速提款人、非加速提款人、小型報告公司或新興成長公司。請參閱《交易所法》規則120億.2中對「大型快速存取檔案者」、「加速提款人」、「小型報告公司」和「新興成長公司」的定義。

大型加速報告人

☐

加速文件提交人

☐

非加速文件提交人

☒

較小的報告公司

☒

新興成長公司

☐

如果是新興成長型公司，在選中複選標記的同時，如果公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則，則表明該公司已選擇不使用根據證券交易法第13(a)條提供的任何新的或修訂後的財務會計準則的延長過渡期來符合新的或修訂後的財務會計準則。☐

請在複選標誌處註明公司是否爲殼公司（根據交易所法令第12b-2條的定義）。

是的 ☐ 否 ☒

截至2024年10月30日，共有 364,101,038 股票註冊人無面值普通股（「普通股」）的股份，註冊人唯一的流通類投票證券，已發行。

ur-能源股份有限公司



	第一部分 - 財務信息

項目1。	基本報表	5
事項二	分銷計劃	22
第3項。	市場風險的定量和定性披露	39
事項4。	控制和程序	40

	第二部分- 其他信息

項目1。	法律訴訟	41
項目1A。	風險因素	41
事項二	未註冊的股票股權銷售和籌款用途	41
第3項。	對優先證券的違約	41
事項4。	礦山安全披露。	41
項目5。	其他信息	41
項目6。	展示資料	42

簽名		43

當我們使用"ur-能源"，"我們"，"我們"，或"公司"時，我們指的是Ur-Energy Inc及其子公司，除非上下文另有要求。在本文件中，我們發表的觀點屬於"前瞻性"聲明。有關此類聲明的解釋，請參閱下面的"關於前瞻性聲明的警示性聲明"部分。

關於前瞻性信息的警示聲明

本Form 10-Q報告中包含符合適用美國（"U.S."）和加拿大證券法的"前瞻性聲明"，這些前瞻性聲明可通過使用"期望"、"預期"、"估計"、"相信"、"可能"、"潛在"、"意圖"、"計劃"和其他類似表達或說明的詞語來識別，表明可能採取、發生或實現行動、事件或結果，或否定之或其他類似表述。這些聲明僅屬預測性質，涉及已知和未知的風險、不確定因素和其他因素，可能導致我們的實際結果、業績或成就，或行業結果與這些前瞻性聲明所暗示或表述的任何未來結果、業績或成就存在實質不同。此類聲明包括但不限於：（i）在Lost Creek維持安全合規運營的能力；（ii）在Lost Creek繼續按計劃增產的時間表，包括克服增產持續挑戰並達到我們的產量指導的能力；（iii）在Lost Creek能否及時和具有成本效益地達到穩定的更高生產水平的發展和營造優先事項和時間表；（iv）Shirley Basin的開發和建設重點和時間表，以及我們當前對於建設能否按照預算和時間表實現的投射；（v）完成額外有利鈾銷售協議的能力；（vi）及時履行對Lost Creek生產和其他可用來源的合同義務的能力；（vii）最終獲得LC East Project鈾提取修訂的監管批准的時間和結果；（viii）持續供應鏈和勞動力市場挑戰，以及公司是否將繼續預期和克服此類挑戰；（ix）當前不斷髮展的鈾市場的影響，包括供需情況，以及高現貨和遠期定價是否將得以維持，包括來自美國大數據需求和新政府計劃的需求；以及（x）對俄羅斯鈾和燃料採購者對能源安全目標的禁令將對鈾市場產生何種影響以及何時。其他因素包括但不限於：對生產的未來估計；資本支出；運營成本；礦產資源、品位估算和回收率；市場價格；業務戰略和實施此類戰略的措施；競爭優勢；擴展業務和運營目標的估算；計劃和對我們未來成功的參考；我們經營虧損歷史和未來盈利的不確定性；作爲勘探階段公司的地位；沒有礦藏儲量；與在美國獲取許可和其他授權相關的風險；與當前不確定的經濟形勢相關的風險；未來債務或股本融資可能產生的影響；與採礦生產運營相關的危險；遵守環境法律和法規；廢水管理；潛在訴訟產生不利結果的可能性；與法律、政府政策和法規變化相關的不確定性；與加拿大稅務局或美國國內稅務局對我們跨境交易進行審計的不確定性；規模和結構變化；管理層的有效性和我們的戰略關係；吸引和留住關鍵人才和管理人員的能力；對額外資本需求的不確定；保險覆蓋、保證擔保安排和我們庫存投保的充分性；關於季度業績波動的不確定性；外幣匯率風險；根據美國證券法在美國境外進行民事責任執行的能力；保持在紐約美國交易所和多倫多證券交易所（"TSX"）上市的風險；預期將按照《1986年美國內部收入法》修訂本和適用規定的「被動外國投資公司」分類的風險；與我們的投資以及年報中「風險因素」標題下描述的其他風險和不確定性相關的風險。挑戰，以及公司是否將繼續預期和克服這些挑戰；（ix）當前發展中的鈾市場的影響，包括供應和需求，以及較高的現貨價和長約價是否能持續，包括來自美國大數據需求和新政府計劃的需求；以及（x）禁止俄羅斯鈾和燃料採購者目標對能源安全的影響及時間表的影響。其他因素包括，但不限於：未來生產的估計；資本支出；運營成本；礦產資源、品位估算和回收率；市場價格；業務策略和措施以實施這些策略；競爭優勢；拓展業務和運營的增長目標的估計；計劃和對我們未來成功的言及；我們的經營虧損歷史和未來盈利的不確定性；作爲探索階段公司的地位；沒有礦藏儲備；與在美國獲得許可和其他授權相關的風險；與當前經濟形勢的不確定性相關的風險；未來債務或股權融資的潛在影響；採礦生產運營的危險；遵守環境法律和法規；廢水管理；潛在訴訟中出現不利結果的可能性；與法律、政府政策和法規變化相關的不確定性；加拿大稅務局或美國內部稅務局審核我們任何跨境交易的不確定性；規模和結構的變化；管理層的有效性以及我們的戰略關係；吸引和保留關鍵人員和管理人員的能力；關於額外資本需求的不確定性；保險覆蓋、按金擔保安排以及我們庫存的賠償能力；關於季度結果波動的不確定性；外匯風險；在美國以外執行美國證券法下的民事責任的能力；保持我們在紐約美國交易所和多倫多證券交易所（"TSX"）上市的能力；與保持我們投資和其他風險以及在2024年3月6日的年度10-k表格的「風險因素」標題下描述的其他風險和不確定性相關的風險。

投資者有關礦產資源披露的警示提示

除非另有說明，此10-Q表格報告中包含的所有涉礦概念估計是根據美國證券法規Sk 1300條款（「Sk 1300」）編制的。在這些估計之前，我們根據加拿大43-101國家儀器準則準備了我們的涉礦概念估計遵守礦業項目披露標準（"NI 43-101"）後，在SEDAAR+上對Bilboes硫化物金項目（"項目"）的單階段開發進行了初步經濟評估報告。PEA的拷貝題爲"Bilboes Gold Project Preliminary Economic Assessment"，有效日期爲2024年5月30日，由DRA Projects（Pty）Ltd（"DRA"）編制，反映本公告中所包含的摘要信息，同時也將在公司的網站上提供。所有金額均以美元計算。（「NI 43-101」）及加拿大礦業、冶金和石油定義標準的礦產資源和礦產儲量（「CIm Definition Standards」）進行了準備。43-101是由加拿大證券管理者制定的規則，旨在規定發行人公開披露有關礦產項目的科學技術信息的標準。根據適用的加拿大證券管理者的要求，我們在加拿大提交符合43-101標準的報告，與我們提交Sk 1300技術報告摘要的時間相同。對於Lost Creek Property（2024年3月4日）和Shirley Basin Project，我們進行了修改（2024年3月11日）的43-101和Sk 1300報告在內部參考和某些組織差異之外，在彼此之間基本上是相同的。

投資者應當注意，"礦產資源" 這一術語並不等同於 "礦產儲量"。除非確定了礦化作用可以在儲量確定時經濟和合法地生產或者開採，並且將其歸類爲 "礦產儲量"，否則礦化作用不會被歸類爲 "礦產儲量"。投資者還應理解，"推測性礦產資源" 存在着巨大的不確定性，無法確定其存在性以及經濟和法律可行性。不能假定 "推測性礦產資源" 的全部或任何部分將來會被升級至更高級別。根據S-k 1300，預估的 "推測性礦產資源" 不能成爲可行性或可行前研究的基礎。此外，根據S-k 1300的要求，我們對Lost Creek Property的報告包括兩個經濟分析，以考慮推測資源在生產恢復進展和公司收集到額外鑽探數據並未升級時的概率；第二個經濟分析是排除了推測性資源的。排除推測性資源的估計回收率也建立了該物業的潛在可行性，詳細信息請參見S-k 1300報告。投資者被警告不要假設 "推測性礦產資源" 的全部或任何部分存在或者具有經濟或法律上的開採價值。

第一部分

項目 1. 基本報表

ur-能源公司

中期簡明綜合資產負債表（未經審計）

（以美元千爲單位）

（附註是這些簡明綜合財務報表的組成部分）

	單張債券		2024年9月30日			2023年12月31日

資產
流動資產
現金及現金等價物		3		118,460			59,700
交易應收款				27			-
租賃應收款（淨額）的流動部分				207			77
庫存		4		4,246			2,571
預付費用				2,075			1,321
總流動資產				125,015			63,669

非流動資產
應收租賃款（淨額）				598			208
限制性現金及現金等價物		5		10,897			8,549
礦產資產		6		39,359			34,906
資本性資產		7		25,502			21,044
總非流動資產				76,356			64,707
資產總額				201,371			128,376

負債和股東權益
流動負債
應付賬款及應計費用		8		7,107			2,366
應付票據的當前部分		9		-			5,694
權證負債的當前部分		10		-			1,743
租賃負債的流動部分				281			162
環保母基清理準備				63			69
流動負債合計				7,451			10,034

非流動負債
認股權負債		10		3,646			11,549
資產養老責任		11		36,412			31,236
租賃負債				948			687
所有非流動負債				41,006			43,472

股東權益
股本		12		412,606			302,182
資本公積				20,270			19,881
累計其他綜合收益				4,076			3,718
累積赤字				(284,038	)		(250,911	)
股東權益合計				152,914			74,870
負債和股東權益合計				201,371			128,376

ur-能源公司

未經審計的中期簡明綜合損益表

(以美元千元爲單位，除每股數據外)

(附註是這些簡明合併財務報表的一部分)

			三個月結束						九個月結束
			September 30,						2021年9月30日
	單張債券		2024			2023			2024			2023

銷售		13		6,400			5,752			11,053			12,238
銷售成本		14		(5,613	)		(4,855	)		(10,079	)		(14,310	)
毛利潤（虧損）				787			897			974			(2,072	)

營業成本		15		(12,650	)		(11,289	)		(40,528	)		(20,373	)
營業虧損				(11,863	)		(10,392	)		(39,554	)		(22,445	)

淨利息收入				1,220			406			2,288			1,079
權證負債重估收益（損失）		10		2,968			(7,216	)		4,442			(4,155	)
外匯收益				6			13			22			335
其他收入（損失），淨額				(333	)		2			(325	)		2
淨損失				(8,002	)		(17,187	)		(33,127	)		(25,184	)

外幣翻譯調整				(23	)		144			358			(290	)
綜合損失				(8,025	)		(17,043	)		(32,769	)		(25,474	)

每股普通股虧損：
基礎				(0.02	)		(0.07	)		(0.11	)		(0.10	)
攤薄後				(0.02	)		(0.07	)		(0.11	)		(0.10	)

加權平均普通股數：
基礎				341,418,122			265,279,380			302,077,595			257,385,661
攤薄後				341,418,122			265,279,380			302,077,595			257,385,661

ur-能源公司

股東權益的中期簡明綜合變動表（未經審計）

(以美元千元爲單位，除每股數據外)

（附註是這些簡明綜合財務報表的組成部分）

九個月結束 2024年9月30日	單張債券		股份		分享資本			貢獻盈餘			累積的其他綜合收入			累積的 $			股東的股權

2023年12月31日				270,898,900		302,182			19,881			3,718			(250,911	)		74,870

行使股票期權		12		74,674		61			(21	)		-			-			40
認證股證權行權		12		8,188,250		15,849			-			-			-			15,849
以現金出售的股份		12		2,464,500		4,227			-			-			-			4,227
股份發行費用		12		-		(106	)		-			-			-			(106	)
保修準備金		12		-		-			324			-			-			324
綜合收益（損失）				-		-			-			283			(18,541	)		(18,258	)

酒精飲料銷售 $ 32,907 45.5％ $ 30,136 42.1％ $ 66,223				281,626,324		322,213			20,184			4,001			(269,452	)		76,946

行使股票期權		12		449,879		366			(112	)		-			-			254
現金髮行的股份		12		13,108,525		22,419			-			-			-			22,419
股份發行費用		12		-		(700	)		-			-			-			(700	)
保修準備金		12		-		-			325			-			-			325
綜合收益（損失）				-		-			-			98			(6,584	)		(6,486	)

2024年6月30日				295,184,728		344,298			20,397			4,099			(276,036	)		92,758

行使股票期權		12		1,522,207		1,263			(387	)		-			-			876
現金髮行的股份		12		67,089,300		70,922			-			-			-			70,922
股份發行費用		12		-		(3,877	)		-			-			-			(3,877	)
贖回限制性股票單位（RSUs）		12		-		-			(56	)		-			-			(56	)
保修準備金		12		-		-			316			-			-			316
綜合損失				-		-			-			(23	)		(8,002	)		(8,025	)

2024年9月30日				363,796,235		412,606			20,270			4,076			(284,038	)		152,914

ur-能源公司

股東權益變動的中期摘要綜合報表（未經審計），續

(以美元千元爲單位，除每股數據外)

（附註是這些簡明綜合財務報表的組成部分）

九個月結束 2023年9月30日	單張債券		股份		分享資本			貢獻盈餘			累積的其他綜合收入			累積的 $			股東的股權

2022年12月31日				224,699,621		258,646			19,843			4,265			(220,255	)		62,499

行使股票期權		12		536,183		429			(131	)		-			-			298
以現金出售的股份		12		39,491,000		37,528			-			-			-			37,528
股份發行費用		12		-		(2,992	)		-			-			-			(2,992	)
保修準備金		12		-		-			253			-			-			253
綜合損失				-		-			-			(317	)		(713	)		(1,030	)

2023年3月31日				264,726,804		293,611			19,965			3,948			(220,968	)		96,556

股份發行費用		12		-		(10	)		-			-			-			(10	)
保修準備金		12		-		-			266			-			-			266
綜合損失				-		-			-			(117	)		(7,284	)		(7,401	)

2023年6月30日				264,726,804		293,601			20,231			3,831			(228,252	)		89,411

行使股票期權		12		1,005,541		960			(288	)		-			-			672
RSU贖回		12		241,857		308			(389	)		-			-			(81	)
保修準備金		12		-		-			260			-			-			260
綜合收益（損失）				-		-			-			144			(17,187	)		(17,043	)

2023年9月30日				265,974,202		294,869			19,814			3,975			(245,439	)		73,219

ur-能源股份有限公司
未經審計的中期簡明綜合現金流量表
(以千美元爲單位)
（附註是這些簡明綜合財務報表的組成部分）

			九個月結束 September 30,
調整後淨收益與總營運活動的和解：	單張債券		2024			2023

經營活動
本期淨損失				(33,127	)		(25,184	)

不影響現金的項目：
以股票爲基礎的補償				965			779
存貨淨可變現價值調整				2,061			8,158
礦產物業攤銷				205			828
資本資產折舊				1,979			1,546
增值費用				518			371
延遲貸款成本的攤銷				33			33
復墾準備				(6	)		-
warrants責任重估損益（收益）				(4,442	)		4,155
資產出售收益				(2	)		-
匯率期貨獲利				(22	)		(329	)
非現金營運資本的變動:
交易應收款				(27	)		(5,600	)
租賃應收款				(520	)		-
庫存				(3,736	)		(2,956	)
預付費用	16			623			(565	)
應付賬款及應計費用	16			3,011			2,105
				(32,487	)		(16,659	)

投資活動
購置資本資產	16			(5,701	)		(1,923	)
				(5,701	)		(1,923	)

籌資活動
發行普通股以換取現金		12		97,568			46,637
股份發行費用		12		(4,683	)		(3,002	)
行權期權和股票期權的收益		12		12,228			969
RSUs兌換爲現金				(56	)		(81	)
償還債務				(5,727	)		(4,027	)
				99,330			40,496

匯率變動對現金的影響				(34	)		7

現金、現金等價物和受限現金增加及現金等價物				61,108			21,921
期初現金、現金等價物和受限現金及現金等價物				68,249			41,140
期末現金、現金等價物和受限現金及現金等價物		16		129,357			63,061

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

1. 業務性質

ur-能源公司於2004年3月22日根據安大略省法律成立。公司於2006年8月8日根據加拿大《公司法》繼續存在。該公司是一個勘探階段發行人，根據美國證券交易委員會（「SEC」）的定義。該公司從事鈾礦開採和回收業務，活動包括主要位於懷俄明州的鈾礦資源的收購、勘探、開發和生產。該公司於2013年在懷俄明州的Lost Creek項目開始鈾生產。

由於公司在Lost Creek Property使用的鈾回收方法的性質，以及根據S-k 1300法規下對「礦產儲量」的定義，公司尚未確定該物業是否包含礦產儲量。礦業物業記錄金額的可收回性取決於經濟資源的發現，公司獲得開發物業所需融資的能力，以及從物業實現未來盈利生產或足夠的處置所得。

2.重要會計政策摘要

做法的基礎

這些未經審計的中期簡明合併基本報表並不在所有方面符合美國通用會計準則（「US GAAP」）對年度財務報表的要求。這些未經審計的中期簡明合併基本報表反映了管理層認爲有必要進行的一切正常調整，以公正展示所呈現期間的結果。這些未經審計的中期簡明合併基本報表應與截至2023年12月31日止年度審計的年度合併財務報表一起閱讀。我們採用了與前一年相同的會計政策。在這些中期合併財務報表中，部分美國通用會計準則要求的信息和附註披露已經被縮編或省略。

功能和報告貨幣

所有公司實體的基本報表中包括的項目均使用公司所在主要經濟環境的貨幣進行衡量（「功能貨幣」）。公司的功能貨幣是加幣，而ur-能源usa公司及其全部爲全資子公司的子公司的功能貨幣是美國。這些合併財務報表的報告貨幣是美國美元。

未採納的會計準則

2023年11月，財務會計準則委員會發布了《財務會計準則更新（「ASU」）2023-07，報告段（主題280）：改進可報告段披露。本ASU要求定期向首席運營決策者提供的重大段費用的年度和中期披露，幷包括在每個報告的報告段利潤或損失中，以及其他段項目的金額和構成。此ASU的所有披露要求也適用於只有一個可報告段的上市實體。本ASU適用於截至2024年12月31日的公司10-k年度報告及隨後的中期報告，允許提前採納。公司目前正在評估採納本ASU對其合併財務報表和披露的影響。

3. 現金及現金等價物

公司的現金及現金等價物包括以下內容:

現金及現金等價物	2024年9月30日		2023年12月31日

存入資金		3,611		11,515
活期存款		114,849		48,185
		118,460		59,700

4. 庫存

公司的存貨包括以下內容：

按類型庫存	2024年9月30日		2023年12月31日

在製品庫存		427		-
工廠庫存		1,499		1,343
轉化設施庫存		2,320		1,228
		4,246		2,571

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

採用成本或淨實現價值（「NRV」）計算，公司將庫存估值降低了$2,061 和 $8,158 分別爲截至2024年9月30日和2023年9月30日的九個月。

5. 受限現金及現金等價物

公司的限制性現金包括以下內容：

限制性現金	2024年9月30日		2023年12月31日

用於填海的現金承諾		10,885		8,518
其他限制性現金		12		31
		10,897		8,549

公司的限制性現金包括貨幣市場和短期政府債券投資帳戶。

環保母基部門（「WDEQ」），包括鈾回收項目（「URP」）和美國國土管理局（「BLM」）已審查並批准了各個物業復墾責任的按金要求。這些受限帳戶作爲抵押品用於履約按金，該按金擔保了與這些物業相關的復墾費用。截至2024年9月30日和2023年12月31日，履約按金總額爲 $41.6萬美元和28.4 百萬美元，分別。

6. 礦物性質

公司的礦產物業包括以下內容:

礦產屬性

失落溪屬性

雪莉盆地屬性

其他美國屬性

總計

2023年12月31日

2,466

17,726

14,714

34,906

估計整治成本變更

4,565

4,658

折舊與攤銷

(205

)

(205

)

2024年9月30日

6,826

17,819

14,714

39,359

迷失溪地產

公司於2005年當ur-能源美國公司收購了某些懷俄明資產時獲得了這些資產 100NFU懷俄明有限責任公司的15%股權。此次交易中獲得的資產包括Lost Creek項目、其他懷俄明資產和開發數據庫。NFU懷俄明有限責任公司的被收購價格爲$ 加利20 百萬美元,外加利息。自2005年以來，公司通過增加附近的回失溪初次收購地塊、發掘附加權益以及進行其他資產購買和租賃，增加了所持資產

根據法律規定，懷俄明州Lost Creek、LC West和EN Projects租賃的每個部分都有特許權使用費。我們不是在回收氧化鈾（“U₃O₈”）位於Lost Creek租賃的州部分內，因此目前無需支付特許權使用費。LC South、LC East和EN項目的某些採礦索賠還有其他特許權使用費。Lost Creek、LC North或LC West Projects的採礦索賠沒有特許權使用費。

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

Shirley Basin物業

該公司在2013年獲得了更多的懷俄明州資產，當時ur-能源美國公司收購了 100％的Pathfinder Mines Corporation（「Pathfinder」）。此次交易中獲得的資產包括Shirley Basin資產，其他懷俄明州資產和開發數據庫。Pathfinder的收購總代價爲$6.7 百萬美元，承擔了5.7 百萬美元的預計資產清理責任，並支付了其他代價。

其他美國物業

其他美國物業包括幾個有潛在礦化的物業的收購成本，公司通過索賠支付、租金支付、保險和其他持有成本來繼續維護，以期待未來的勘探工作。

7. 資產

公司的資產主要包括以下內容：

	2024年9月30日							2023年12月31日
資產	成本		累積的折舊費用			賬面淨值數值		成本		累積的折舊費用			賬面淨值數值

機車車廂		8,410		(4,219	)		4,191		5,226		(3,701	)		1,525
附件		35,606		(18,134	)		17,472		35,190		(16,850	)		18,340
機械和設備		3,958		(1,175	)		2,783		2,016		(1,081	)		935
2,551		1,067		(176	)		891		265		(163	)		102
信息技術		1,274		(1,117	)		157		1,198		(1,067	)		131
使用權資產		14		(6	)		8		14		(3	)		11
		50,329		(24,827	)		25,502		43,909		(22,865	)		21,044

8. 應付賬款和預提費用

應付賬款及應計負債包括以下內容：

應付賬款和預提費用	2024年9月30日		2023年12月31日

應付賬款		5,729		1,680
應計工資		1,068		578
應計的離職補償、從價稅以及其他應付稅款		310		108
		7,107		2,366

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

9. 應付票據

2013年10月15日，斯威特沃特縣專員批准發行一美元34.0 百萬懷俄明州斯威特沃特縣向懷俄明州斯威特沃特縣發行2013年系列應納稅工業發展收入債券（Lost Creek項目）（「Sweetwater IDR債券」），由懷俄明州財政部長作爲購買者行事。2013年10月23日，甜水印尼盾債券發行，根據2013年10月23日的融資協議（「州債券貸款」），甜水縣又將所得款項借給了Lost Creek ISR, LLC。國家債券貸款要求按固定利率支付利息 5.75從 2014 年 1 月 1 日起，按季度計算的每年百分比。本金原定要支付 28 從 2015 年 1 月 1 日起每季度分期付款。

在國債貸款期間，Sweetwater縣專員和懷俄明州分別批准了兩次延期償付本金的申請，以應對鈾市場的低迷和我們減少生產運營的時期。在這些延期後，季度本金付款於2022年10月1日恢復，計劃持續到2024年10月1日。

2024年3月27日，國債型貸款剩餘$4.4 萬美元的餘額已全額預付。國債型貸款以失落溪項目的所有資產作爲擔保。在設施最終還款後，所有的抵押品解除抵押。

以下表格總結了公司目前的債務。

當前債務	2024年9月30日		2023年12月31日

國債貸款		-		5,727
遞延融資成本		-		(33	)
		-		5,694

10. 擔保責任

2021年2月，公司發行了warrants 16,930,530 購買公司的股票權證 8,465,265 每股1.35 每整個普通股份，期限爲三年.

2023年2月，公司發行了 39,100,000 購買公司的股票權證 19,550,000 每股1.50 每全名普通股，期限爲三年.

由於warrants定價爲美元，而母公司ur-能源的功能貨幣爲加拿大元，因此產生了一個衍生金融責任。在美國通用會計準則下使用第2級輸入的公允價值層次結構，所創建的負債按公允價值計量和記錄，並按月調整，由於warrants沒有活躍市場，以下所述的Black-Scholes模型。從調整負債產生的任何收益或損失將反映在本期的淨利潤（損失）中。

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

公司的權證負債包括以下內容。公司目前沒有權證負債。

權證負債活動	2021年2月認股證			2023年2月認股證			總計

2023年12月31日		1,743			11,549			13,292

行權證行使		(4,770	)		(21	)		(4,791	)
權證負債重估損失（收益）		3,072			(7,514	)		(4,442	)
匯率期貨變動影響		(45	)		(368	)		(413	)

2024年9月30日		-			3,646			3,646

2024年9月30日，權證負債的公允價值是使用Black-Scholes模型並基於以下假設確定的：

	2023年2月
2024年9月30日的Black-Scholes假設	權證

預期棄權率		0.0	%
預計壽命（年）		1.4
預期波動率		48.5	%
無風險利率		2.9	%
預期股息率		0.0	%
行權價格	$	1.50
市場價格	$	1.19

11. 資產退休義務

資產養老責任與Lost Creek礦山和Shirley Basin項目相關，等於當前估計的通脹率升高後的整頓成本，範圍從 0.74可以降低至0.75%每年5.20%，然後按照信貸調整風險無風險利率折現，範圍從 0.33可以降低至0.75%每年9.61%。目前估計的整頓成本包括關閉、整頓、拆除、穩定化井場、加工廠、製造行業、含水層恢復、廢料堆放區，以及持續的發帖後環保母基監測和維護成本。解決未來整頓所需的支付時間表延伸至2033年。

估計未來停工成本的現值如下表所示。

養老責任負債	總計

2023年12月31日		31,236

估計整治成本變更		4,658
增值費用		518

2024年9月30日		36,412

ur-能源股份有限公司

未經審計的簡明合併財務報表註釋

2024年9月30日

(以美元千爲單位，除每股數據外)

The restricted cash and cash equivalents discussed in note 5 relates to the surety bonds provided to the governmental agencies for these and other reclamation obligations.

12. Shareholders’ Equity and Capital Stock

Common shares

The Company’s share capital consists of an unlimited amount of Class A preferred shares authorized, without par value, of which no shares are issued and outstanding; and an unlimited amount of common shares authorized, without par value, of which 363,796,235 shares and 270,898,900 shares were issued and outstanding as of September 30, 2024, and December 31, 2023, respectively.

On February 21, 2023, the Company closed an underwritten public offering of 34,000,000 common shares and accompanying warrants to purchase up to 17,000,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant. The warrants have an exercise price of $1.50 per whole common share and will expire three years from the date of issuance. Ur-Energy also granted the underwriters a 30-day option to purchase up to an additional 5,100,000 common shares and warrants to purchase up to 2,550,000 common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares. The gross proceeds to Ur-Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million.

On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms. The option was exercised in full. Including the exercised option, the Company issued a total of 65,722,500 common shares. The gross proceeds to the Company from this offering were approximately $69.0 million. After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million.

During the nine months ended September 30, 2024, the Company sold 16,939,825 common shares through its At Market facility for $28.6 million. After issue costs of $0.9 million, net proceeds to the Company were $27.7 million.

Stock options

In 2005, the Company’s Board of Directors approved the adoption of the Company's stock option plan (the “Option Plan”). The Option Plan was most recently approved by the shareholders on June 2, 2023. Eligible participants under the Option Plan include directors, officers, employees, and consultants of the Company. Under the terms of the Option Plan, grants of options will vest over a three-year period: one-third on the first anniversary, one-third on the second anniversary, and one-third on the third anniversary of the grant. The term of the options is five years.

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

Activity with respect to stock options is summarized as follows:

Stock Option Activity	Outstanding Options			Weighted-average Exercise Price
December 31, 2023		8,900,335			0.87

Granted		500,000			1.79
Exercised		(2,046,760	)		0.58
Forfeited		(353,649	)		1.30

September 30, 2024		6,999,926			0.98

The exercise price of a new grant is set at the closing price for the shares on the Toronto Stock Exchange (TSX) on the trading day immediately preceding the grant date and there is no intrinsic value as of the date of grant.

We received $1.2 million from options exercised in the nine months ended September 30, 2024.

Stock-based compensation expense from stock options was $0.2 million and $0.6 million for the three and nine months ended September 30, 2024, respectively and $0.2 million and $0.5 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was approximately $1.3 million of unamortized stock-based compensation expense related to the Option Plan. The expenses are expected to be recognized over the remaining weighted-average vesting period of 2.1 years under the Option Plan.

As of September 30, 2024, outstanding stock options are as follows (expressed in U.S. dollars):

	Options Outstanding			Options Exercisable
Exercise Price	Number of Options	Weighted-average Remaining Contractual Life	Aggregate Intrinsic Value	Number of Options	Weighted-average Remaining Contractual Life	Aggregate Intrinsic Value	Expiry
$	$	years	$	#	years	$
0.58	304,803	0.1	184,672	304,803	0.1	184,672	2024-11-05
0.47	2,512,347	1.1	1,819,386	2,512,347	1.1	1,819,386	2025-11-13
1.06	1,244,100	1.9	155,841	1,244,100	1.9	155,841	2026-08-27
1.65	175,000	2.5	-	116,666	2.5	-	2027-03-14
1.15	1,200,788	3.3	52,751	434,906	3.3	19,105	2028-01-04
1.52	1,062,888	4.2	-	-	-	-	2028-12-07
1.82	500,000	4.6	-	-	-	-	2029-05-08

0.98	6,999,926	2.3	2,212,650	4,612,822	1.5	2,179,004

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

The aggregate intrinsic value of the options in the preceding table represents the total pre-tax intrinsic value for stock options, with an exercise price less than the Company’s TSX closing stock price as of the last trading day in the nine months ended September 30, 2024 (approximately US$1.19), that would have been received by the option holders had they exercised their options on that date. There were 5,262,038 in-the-money stock options outstanding and 4,496,156 in-the-money stock options exercisable as of September 30, 2024.

The fair value of the options granted in the nine months ended September 30, 2024 was determined using the Black-Scholes model with the following assumptions:

Stock Options Fair Value Assumptions	2024

Expected forfeiture rate		5.0	%
Expected life (years)		4.0
Expected volatility		67.1	%
Risk free rate		3.8	%
Expected dividend rate		0.0	%
Weighted average exercise price (CAD$)	$	2.46
Black-Scholes value (CAD$)	$	1.33

Restricted share units

On June 24, 2010, the Company’s shareholders approved the adoption of the Company’s restricted share unit plan (the “RSU Plan”), as subsequently amended and now known as the Restricted Share Unit and Equity Incentive Plan (the “RSU&EI Plan”). The RSU&EI Plan was approved by our shareholders most recently on June 2, 2022.

Eligible participants under the RSU&EI Plan include directors and employees of the Company. Granted RSUs are redeemed on the second anniversary of the grant. Upon an RSU redemption, the holder of the RSU will receive one common share, for no additional consideration, for each RSU held.

Activity with respect to RSUs is summarized as follows:

Restricted Share Unit Activity	Outstanding RSUs			Weighted-average Grant Date Fair Value
December 31, 2023		641,910			1.33

Redeemed		(39,233	)		1.30
Forfeited		(6,905	)		1.51

September 30, 2024		595,772			1.32

Stock-based compensation expense from RSUs was $0.1 million and $0.4 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2023, respectively.

As of September 30, 2024, there was approximately $0.3 million of unamortized stock-based compensation expense related to the RSU&EI Plan. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.0 years under the RSU&EI Plan.

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

As of September 30, 2024, outstanding RSUs were as follows (expressed in U.S. dollars):

Number of RSUs		Weighted-average Remaining Contractual Life		Aggregate Intrinsic Value		Redemption Date
#		years		$
	310,024		0.3		368,929	2025-01-04
	285,748		1.2		340,040	2025-12-07
	595,772		0.7		708,969

No restricted share units were granted in the nine months ended September 30, 2024.

Warrants

In February 2021, the Company issued 16,930,530 warrants to purchase 8,465,265 of our common shares at $1.35 per full share.

In February 2023, the Company issued 39,100,000 warrants to purchase 19,550,000 of our common shares at $1.50 per full share.

Activity with respect to warrants is summarized as follows:

Warrant Activity

Outstanding

Warrants

Number of

Shares to be

Issued

Upon Exercise

Per Share

Exercise Price

December 31, 2023

55,417,500

27,708,750

1.46

Exercised

(16,376,500

)

(8,188,250

)

1.35

September 30, 2024

39,041,000

19,520,500

1.50

We received $11.1 million from warrants exercised in the nine months ended September 30, 2024.

As of September 30, 2024, outstanding warrants were as follows (expressed in U.S. dollars):

Exercise Price		Number of Warrants		Weighted-average Remaining Contractual Life		Aggregate Intrinsic Value		Expiry
$		#		years		$		$
	1.50		39,041,000		1.4		-	2026-02-21
	1.50		39,041,000		1.4		-

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

Fair value calculation assumptions for stock options and restricted share units

The fair value of stock options are determined using the Black-Scholes model on their respective grant dates. The fair value of restricted share units are determined using the Intrinsic Value Method on their respective grant dates.

The Company estimates expected future volatility based on daily historical trading data of the Company’s common shares. The risk-free interest rates are determined by reference to Canadian Benchmark Bond Yield rates with maturities that approximate the expected life. The Company has never paid dividends and currently has no plans to do so. Forfeitures and expected lives were estimated based on actual historical experience.

Share-based compensation expense related to stock options and restricted share units is recognized net of estimated pre-vesting forfeitures, which results in expensing the awards that are ultimately expected to vest over the expected life.

13. Sales

Revenue is primarily derived from the sale of U₃O₈ under multi-year agreements or spot sales agreements. The Company also receives disposal fee revenues, which are not related to the sale of U₃O₈.

Revenues for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three Months Ended September 30,										Nine Months Ended September 30,
	2024					2023					2024					2023
Sales	$		%			$		%			$		%			$		%

Customer A		6,165		96.3	%		5,440		94.6	%		10,789		97.6	%		5,440		44.5	%
Customer B		-		0.0	%		-		0.0	%		-		0.0	%		6,447		52.7	%
U₃O₈ sales		6,165		96.3	%		5,440		94.6	%		10,789		97.6	%		11,887		97.2	%

Disposal fees		235		3.7	%		312		5.4	%		264		2.4	%		351		2.8	%

		6,400		100.0	%		5,752		100.0	%		11,053		100.0	%		12,238		100.0	%

14. Cost of Sales

Cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs. These costs are also used to value inventory. The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales.

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

Cost of sales consists of the following:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Cost of Sales

2024

2023

2024

2023

U₃O₈ product cost

4,891

2,523

8,018

6,152

Lower of cost or NRV adjustments

722

2,332

2,061

8,158

5,613

4,855

10,079

14,310

15. Operating Costs

Operating expenses include exploration and evaluation expense, development expense, general and administration (“G&A”) expense, and mineral property write-offs. Exploration and evaluation expenses consist of labor and the associated costs of the exploration and evaluation departments as well as land holding and exploration costs including drilling and analysis on properties which have not reached the permitting or operations stage. Development expense relates to properties that have reached the permitting or operations stage and include costs associated with exploring, delineating, and permitting a property. Once permitted, development expenses also include the costs associated with the construction and development of the permitted property that are otherwise not eligible to be capitalized. G&A expense relates to the administration, finance, investor relations, land, and legal functions, and consists principally of personnel, facility, and support costs.

Operating costs consist of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
Operating Costs	2024		2023		2024		2023

Exploration and evaluation		934		512		2,862		1,687
Development		10,088		9,339		31,730		13,577
General and administration		1,397		1,314		5,418		4,738
Accretion		231		124		518		371
		12,650		11,289		40,528		20,373

16. Supplemental Information for Statement of Cash Flows

Cash, cash equivalents, and restricted cash and cash equivalents per the Statement of Cash Flows consists of the following:

	Nine Months Ended September 30,
Cash and Cash Equivalents, and Restricted Cash	2024		2023

Cash and cash equivalents		118,460		54,627
Restricted cash and cash equivalents		10,897		8,434
		129,357		63,061

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Ur-Energy Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

September 30, 2024

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

Interest expense paid was nil and $0.1 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2023, respectively.

Accounts payable included $1.4 million of insurance and surety bond expenses and $0.6 million in equipment purchases at September 30, 2024. Accounts payable included $0.2 million in equipment purchases at December 31, 2023. As these did not affect cash balances at the respective dates, they have been adjusted on the Statement of Cash Flow.

17. Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, lease receivable, restricted cash and cash equivalents, accounts payable and accrued liabilities, notes payable, and warrant liabilities. The Company is exposed to risks related to changes in interest rates and management of cash and cash equivalents.

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, and restricted cash and cash equivalents. These assets include Canadian dollar and U.S. dollar denominated certificates of deposit, money market accounts, and demand deposits. These instruments are maintained at financial institutions in Canada and the U.S. Of the amount held on deposit, approximately $0.6 million is covered by the Canada Deposit Insurance Corporation, the Securities Investor Protection Corporation, or the U.S. Federal Deposit Insurance Corporation, leaving approximately $128.7 million at risk on September 30, 2024, should the financial institutions with which these amounts are invested be rendered insolvent. The Company considers any expected credit losses on its financial instruments to be nominal as of September 30, 2024.

Currency risk

As of September 30, 2024, we maintained a balance of approximately $2.5 million Canadian dollars. The funds will be used to pay Canadian dollar expenses and are considered to be a low currency risk to the Company.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. As of September 30, 2024, the Company’s financial liabilities consisted of accounts payable and accrued liabilities of $7.1 million, and the current portion of lease liability of $0.3 million. As of September 30, 2024, the Company had $118.5 million of cash and cash equivalents.

Interest rate risk

The Company has completed a sensitivity analysis to estimate the impact that a change in interest rates would have on the net loss and considers the change to be a low interest rate risk to the Company.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Business Overview

The following discussion and analysis by management is designed to provide information that we believe is necessary for an understanding of our financial condition, changes in financial condition, and results of our operations and should be read in conjunction with the audited financial statements and MD&A contained in our Annual Report on Form 10-K for the year ended December 31, 2023.

Incorporated on March 22, 2004, Ur-Energy is an exploration stage issuer, as that term is defined by the SEC. We are engaged in uranium recovery and processing activities, including the acquisition, exploration, development, and operation of uraniummineral properties in the U.S. We are operating our first in situ recovery uranium facility at our Lost Creek Project in Wyoming. Ur-Energy is a corporation continued under the Canada Business Corporations Act on August 8, 2006. Our common shares are listed on the TSX under the symbol “URE” and on the NYSE American under the symbol “URG.”

Ur-Energy has one wholly owned subsidiary, Ur-Energy USA Inc., incorporated under the laws of the State of Colorado. Ur-Energy USA Inc. has three wholly-owned subsidiaries: NFU Wyoming, LLC, a limited liability company formed under the laws of the State of Wyoming which acts as our land holding and exploration entity; Lost Creek ISR, LLC, a limited liability company formed under the laws of the State of Wyoming to operate our Lost Creek Project and hold our Lost Creek properties and assets; and Pathfinder Mines Corporation, incorporated under the laws of the State of Delaware, which holds, among other assets, the Shirley Basin Project in Wyoming. Our material U.S. subsidiaries remain unchanged since the filing of our Annual Report on Form 10-K, dated March 6, 2024.

We utilize in situ recovery (“ISR”) of the uranium at our flagship project, Lost Creek, and will do so at other projects where possible. The ISR technique is employed in uranium extraction because it allows for an effective recovery of roll front uranium mineralization at a lower cost. At Lost Creek, we extract and process uranium oxide (“U₃O₈”)for shipping to a third-party conversion facility to be weighed, assayed and stored until sold. After sale, when further processed, the uranium we have produced fuels carbon-free, emissions-free nuclear power which is a cost-effective, safe, and reliable form of electrical power. Nuclear power provides an estimated 50% of the carbon-free electricity in the U.S.

Our Lost Creek Project is permitted and licensed for annual recovery of up to 1.2 million pounds U₃O₈. The processing facility at Lost Creek, which includes all circuits for the production, drying and packaging of U₃O₈ for delivery into sales transactions, is designed and approved under current licensing to process up to 2.2 million pounds of U₃O₈ annually, which provides additional capacity of up to one million pounds U₃O₈ to process material from other sources. The Lost Creek processing facility will be utilized to process captured U₃O₈from our Shirley Basin Project for which a satellite plant will be built in 2025. However, the Shirley Basin permit and license allow for the construction of a full processing facility, providing greater construction and operating flexibility as may be dictated by future market conditions.

Our sales deliveries in 2024 are projected to be 570,000 pounds U₃O₈ into two of our sales agreements secured in 2022. We now have six multi-year sales agreements which together anticipate sales of approximately 5.7 million pounds U₃O₈ between 2024 and 2030.

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Industry and Market Update

In the past several years, the nuclear markets have been favorably affected in many ways through greater acceptance of nuclear energy. Recently, technology and other industries operating data centers (in what is now simply being referred to as “big data”) have realized the opportunities which exist to maintain carbon free baseload electricity while supporting the immense electric demand generated by these centers. The Electric Power Research Institute’s May 28, 2024, White Paper titled Powering Intelligence, suggests that data centers are expected to consume as much as 9.1% of U.S. electricity generation by 2030 versus an estimated 4% today.

The International Energy Agency stated in its Electricity 2024, Analysis and Forecast to 2026 report that

Data centres are significant drivers of growth in electricity demand in many regions. After globally consuming an estimated 460 terawatt-hours (TWh) in 2022, data centres’ total electricity consumption could reach more than 1 000 TWh in 2026. This demand is roughly equivalent to the electricity consumption of Japan.

The use of nuclear power by big data isn’t just a projection; it is already happening in a material way. Talen has already been selling significant power to big data. During the quarter, Constellation Energy announced a power purchase agreement with Microsoft for 835 megawatts of electricity. This is the largest ever power purchase agreement for Constellation and will result in the restart of the Three Mile Island Unit 1 nuclear reactor in Pennsylvania. While contributing 835 megawatts of carbon-free electricity to the grid, this historic project will create 3,400 jobs and offset approximately 61 million metric tons of CO₂ emissions over 20 years. Still others in big data, including Google and Amazon, have announced plans to utilize nuclear energy to satisfy these rapidly growing electrical needs.

Throughout 2024, utilities and other buyers continue to identify energy security as a nearly universal priority. Ongoing war and geopolitics have only strengthened the resolve of fuel purchasers to reduce dependence on Russian nuclear products. U.S. and global utilities have increasingly been seeking non-Russian supplies when negotiating uranium term sales agreements.

In the U.S., the ban on Russian imports of nuclear fuels, signed into law earlier in the year, became effective in August 2024. While allowing certain waivers until January 1, 2028, the prohibitions on imports continue through 2040. The ban will help to secure the U.S. nuclear fuel supply chain and advance domestic uranium recovery operations.

The U.S. Department of Energy (DOE) has been progressing its requests for proposals under both its high-assay, low-enriched uranium (HALEU) and low-enriched uranium (LEU) programs for which domestic uranium supply is preferred. In October 2024, the DOE announced it awarded contracts to Centrus Energy Corp., Orano SA, General Matter Inc. and Louisiana Energy Services (a URENCO company) to provide enrichment services to develop HALEU to fuel small modular nuclear reactors. The contracts for enrichment are worth up to $2.7 billion over the next ten years. These programs also reflect efforts by the U.S. to advance energy security; Russia has been the only potential source of HALEU.

Mineral Rights and Properties

We have 12 U.S. uranium properties. Ten of our uranium properties are in the Great Divide Basin, Wyoming, including Lost Creek. Currently, we control nearly 1,800 unpatented mining claims and three State of Wyoming mineral leases for a total of more than 35,000 acres in the area of the Lost Creek Property, including the Lost Creek permit area (the “Lost Creek Project”), and certain adjoining properties referred to as LC East, LC West, LC North, LC South and EN Project areas (collectively, with the Lost Creek Project, the “Lost Creek Property”). Our Shirley Basin Project permit area, also in Wyoming, comprises nearly 1,800 acres of Company-controlled mineral acres.

Lost Creek Property

During 2024 Q3 we captured 75,075 pounds, dried and packaged 71,804 pounds and shipped 67,488 pounds U₃O_8.Although not at previously anticipated rates, these figures represent increases in production numbers compared with the captured and dried figures of earlier quarters.

At quarter end, our in-process inventory was approximately 90,140 pounds, our drummed inventory at Lost Creek was 26,580 pounds, and our finished inventory at the conversion facility was 40,713 pounds U₃O₈. In addition to the two shipments made to the conversion facility during 2024 Q3, we made two shipments following the end of the quarter, which totaled 46,592 pounds U₃O₈.

As we continue to work through the challenges of ramp-up at Lost Creek, we now anticipate 2024 production will be in a range between 240,000 and 280,000 pounds U₃O₈ captured on IX resin.

We expect to satisfy our remaining 2024 contractual commitments to our customers with Lost Creek production and other available sources.

During the quarter, we brought Header Houses (HHs) 2-9 and 2-10 online, bringing the number of new header houses in the first three quarters of 2024 to five. HH 2-11 came online in early October. HH 2-12 is on the ground at Lost Creek, and HHs 2-13 through 2-15 are being constructed in our Casper facilities.

Throughout 2024 Q3 we increased our drill rig count at Lost Creek to 15. Two of the rigs which had been deployed to Shirley Basin returned to Lost Creek in October, such that our current rig count at Lost Creek is 17. We anticipate at least three additional drill rigs will mobilize to Lost Creek prior to the end of the year.

Our most recently completed deep disposal well, LCDW5, has been placed into operation, and with Lost Creek’s other two deep wells, is satisfying wastewater needs.

Because our incoming employees have little or no experience with uranium ISR operations, training remains a priority. As we are gaining a larger core group of staff, we continue to focus on retention as well as recruitment in efforts to stabilize our workforce.

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Shirley Basin

Following our announcement in early 2024 of the “go” decision to begin buildout of our Shirley Basin in situ recovery facility in Carbon County, Wyoming we initiated several work programs for the year. These programs have complemented our initial purchasing plan for long lead-time equipment which began in 2023.

Installation of the monitor wells for the first mine unit at Shirley Basin is complete. The two drill rigs which were primarily responsible for the monitor well program have been redeployed to Lost Creek in October. We have begun to collect hydrologic data and have initiated aquifer pump testing for the first mine unit. This test program is anticipated to be completed in 2024 Q4. The hydrologic confinement at Shirley Basin is well established.

The existing south access road to the site has been upgraded to an all-season road. Power supply to the satellite plant construction area has been completed and the line is energized. We are advancing the refurbishment of the pre-existing substation that serviced historic Shirley Basin operations. The septic system is installed.

We have selected a contractor who has commenced renovation of existing site buildings which will be used for construction, maintenance and drill casing facilities. The office building layout has been approved and we are nearing completion of a construction agreement.

Engineering related to the satellite plant, including the wastewater treatment system, is at various stages of design and layout. Steel has been rolled and welded for 15 IX columns at a fabrication facility in Casper. Construction of these columns is progressing toward expected delivery in 2025 Q3. Long-lead items remain on schedule, and we are vigilant in our review of timing for additional long- and mid-lead time purchases.

We continue to expect construction at Shirley Basin to be complete in late 2025 with a pre-operation inspection by the State of Wyoming following soon after.

Sales of U₃O₈ and Sales Agreements

We sold 100,000 pounds U₃O₈ in 2024 Q3 at an average price of $61.65 per pound for proceeds of $6.2 million.

We continue to anticipate that we will deliver and sell 570,000 pounds U₃O₈ in 2024. Including the revenue received during the quarter, we expect to realize revenues of $33.1 million from our 2024 U₃O₈ sales.

Deliveries for 2025 are committed to three of our customers for a base amount of 700,000 pounds U₃O₈. Under these agreements, two of the three buyers may elect to flex up or down by as much as 10% of the annual base delivery quantity. Both purchasers have elected to flex up their 2025 purchases by 10%, such that we now anticipate we will deliver 740,000 pounds U₃O₈ into our term sales agreements in 2025.

Equity Financing

On July 29, 2024, the Company closed an underwritten public offering of 57,150,000 common shares at a price of $1.05 per common share. The Company also granted the underwriters a 30-day option to purchase up to 8,572,500 additional common shares on the same terms. The option was exercised in full. Including the exercised option, Ur-Energy issued a total of 65,722,500 common shares. The gross proceeds to Ur-Energy from this offering were approximately $69.0 million. After fees and expenses of $3.8 million, net proceeds to the Company were approximately $65.2 million.

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Results of Operations

Reconciliation of Non-GAAP measures with US GAAP financial statement presentation

The following tables include measures specific to U₃O₈ sales, product cost, product profit, pounds sold, price per pound sold, cost per pound sold, and product profit per pound sold. These measures do not have standardized meanings within US GAAP or a defined basis of calculation. These measures are used by management to assess business performance and determine production and pricing strategies. They may also be used by certain investors to evaluate performance. The following two tables provide a reconciliation of U₃O₈ price per pound sold and U₃O₈ cost per pound sold to the consolidated financial statements.

U₃O₈ Price per Pound Sold Calculation

	Unit		2023 Q4		2024 Q1		2024 Q2			2024 Q3			2024 YTD

Sales per financial statements		$000		5,441		-		4,653			6,400			11,053
Disposal fees		$000		-		-		(29	)		(235	)		(264	)
U₃O₈ sales		$000		5,441		-		4,624			6,165			10,789
U₃O₈ pounds sold		lb		90,000		-		75,000			100,000			175,000
U₃O₈ price per pound sold		$/lb		60.44		-		61.65			61.65			61.65

Sales per the financial statements includes U₃O₈ sales and disposal fees. Disposal fees received at Pathfinder’s Shirley Basin property do not relate to the sale of U₃O₈ and are excluded from the U₃O₈ sales and U₃O₈ price per pound sold measures.

U₃O₈ Cost per Pound Sold Reconciliation

	Unit		2023 Q4			2024 Q1			2024 Q2			2024 Q3			2024 YTD

Cost of sales per financial statements		$000		5,055			1,139			3,327			5,613			10,079
Lower of cost or NRV adjustment		$000		(2,531	)		(1,139	)		(200	)		(722	)		(2,061	)
U₃O₈ product cost		$000		2,524			-			3,127			4,891			8,018
U₃O₈ pounds sold		lb		90,000			-			75,000			100,000			175,000
U₃O₈ cost per pound sold		$/lb		28.04			-			41.69			48.91			45.82

Cost of sales per the financial statements includes U₃O₈ costs of sales and lower of cost or NRV adjustments. U₃O₈cost of sales includes ad valorem and severance taxes related to the extraction of uranium, all costs of wellfield and plant operations including the related depreciation and amortization of capitalized assets, reclamation, and mineral property costs, plus product distribution costs. These costs are also used to value inventory. The resulting inventoried cost per pound is compared to the NRV of the product, which is based on the estimated sales price of the product, net of any necessary costs to finish the product. Any inventory value in excess of the NRV is charged to cost of sales in the financial statements. NRV adjustments, if any, relate to U₃O₈ inventories and do not relate to the sale of U₃O₈, and are excluded from the U₃O₈ cost of sales and U₃O₈ cost per pound sold measures.

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U₃O₈ Sales

The following table provides information on our U₃O₈ sales.

	Unit		2023 Q4		2024 Q1		2024 Q2		2024 Q3		2024 YTD

U₃O₈ Sales by Product Type

U₃O₈ Sales
Produced		$000		5,441		-		4,624		6,165		10,789
Purchased		$000		-		-		-		-		-
		$000		5,441		-		4,624		6,165		10,789

U₃O₈ Pounds Sold
Produced		lb		90,000		-		75,000		100,000		175,000
Purchased		lb		-		-		-		-		-
		lb		90,000		-		75,000		100,000		175,000

U₃O₈ Price per Pounds Sold
Produced		$/lb		60.44		-		61.65		61.65		61.65
Purchased		$/lb		-		-		-		-		-
		$/lb		60.44		-		61.65		61.65		61.65

As previously announced, the Company made the decision to ramp up operations after securing new term contracts in 2022 with initial deliveries beginning in 2023 Q3.

We sold 175,000 pounds of U₃O₈in the nine months ended September 30, 2024 at an average price per pound sold of $61.65. In the nine months ended September 30, 2023, we sold 190,000 pounds at an average price per pound sold of $62.56.

Our total sales in 2024 are projected at 570,000 pounds of U₃O₈ at an average price per pound sold of $58.15 and we expect to realize revenues of $33.1 million. The deliveries are under contracts negotiated in 2022, when the long-term price was between $43 and $52 per pound.

Deliveries for 2025 are committed to three customers for a base amount of 700,000 pounds of U₃O₈. Under our agreements, two of the three buyers may elect to flex up or down by as much as 10% of the annual base delivery quantity. We received notice from both purchasers of their election to flex up their 2025 purchases by 10%, such that we now anticipate we will deliver 740,000 pounds of U₃O₈ into our term sales agreements in 2025.

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U₃O₈ Product Cost

The following table provides information on our U₃O₈ product cost.

	Unit		2023 Q4		2024 Q1		2024 Q2		2024 Q3		2024 YTD

U₃O₈ Product Cost by Product Type

U₃O₈ Product Cost
Ad valorem and severance taxes		$000		53		-		42		81		123
Cash costs		$000		1,674		-		2,336		3,798		6,134
Non-cash costs		$000		797		-		749		1,012		1,761
Produced		$000		2,524		-		3,127		4,891		8,018
Purchased		$000		-		-		-		-		-
		$000		2,524		-		3,127		4,891		8,018

U₃O₈ Pounds Sold
Produced		lb		90,000		-		75,000		100,000		175,000
Purchased		lb		-		-		-		-		-
		lb		90,000		-		75,000		100,000		175,000

U₃O₈ Cost per Pound Sold
Ad valorem and severance taxes		$/lb		0.59		-		0.56		0.81		0.70
Cash costs		$/lb		18.60		-		31.15		37.98		35.05
Non-cash costs		$/lb		8.85		-		9.98		10.12		10.07
Produced		$/lb		28.04		-		41.69		48.91		45.82
Purchased		$/lb		-		-		-		-		-
		$/lb		28.04		-		41.69		48.91		45.82

We sold 175,000 pounds of U₃O₈in the nine months ended September 30, 2024 at an average price per pound sold of $61.65. The average cost per pound sold was $45.82 for the nine months ended September 30, 2024. In the nine months ended September 30, 2023, we sold 190,000 pounds at an average price per pound sold of $62.56. The average cost per pound sold was $32.38 for the nine months ended September 30, 2023.

In 2023, the sales were made with a combination of pre-ramp up produced and purchased pounds the Company already had in its finished inventory at the conversion facility. The produced pounds were inventoried in earlier years with higher production rates and lower average costs per pound produced. As the post-ramp up production rates increase, we expect to again achieve lower average costs per pound produced.

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U₃O₈ Product Profit

The following table provides information on our U₃O₈ product profit.

	Unit		2023 Q4			2024 Q1			2024 Q2			2024 Q3			2024 YTD

U₃O₈ Product Profit by Product Type

U₃O₈ Sales
Produced		$000		5,441			-			4,624			6,165			10,789
Purchased		$000		-			-			-			-			-
		$000		5,441			-			4,624			6,165			10,789

U₃O₈ Cost of Sales
Produced		$000		2,524			-			3,127			4,891			8,018
Purchased		$000		-			-			-			-			-
		$000		2,524			-			3,127			4,891			8,018

U₃O₈ Product Profit
Produced		$000		2,917			-			1,497			1,274			2,771
Purchased		$000		-			-			-			-			-
		$000		2,917			-			1,497			1,274			2,771

U₃O₈ Pounds Sold
Produced		lb		90,000			-			75,000			100,000			175,000
Purchased		lb		-			-			-			-			-
		lb		90,000			-			75,000			100,000			175,000

U₃O₈ Price per Pound Sold
Produced		$/lb		60.44			-			61.65			61.65			61.65
Purchased		$/lb		-			-			-			-			-
		$/lb		60.44			-			61.65			61.65			61.65

U₃O₈ Cost per Pound Sold
Produced		$/lb		28.04			-			41.69			48.91			45.82
Purchased		$/lb		-			-			-			-			-
		$/lb		28.04			-			41.69			48.91			45.82

U₃O₈ Product Profit per Pound Sold
Produced		$/lb		32.40			-			19.96			12.74			15.83
Purchased		$/lb		-			-			-			-			-
		$/lb		32.40			-			19.96			12.74			15.83

U₃O₈ Product Profit Margin
Produced		%		53.6	%		0.0	%		32.4	%		20.7	%		25.7	%
Purchased		%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
		%		53.6	%		0.0	%		32.4	%		20.7	%		25.7	%

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We sold a total of 175,000 pounds of U₃O₈in the nine months ended September 30, 2024 at an average price per pound sold of $61.65. The average cost per pound sold was $45.82 for the nine months ended September 30, 2024, which resulted in an average profit per pound sold of $15.83 and an average profit margin of approximately 26%.

In the nine months ended September 30, 2023, the average price per pound sold into contracts was $62.56 and the average cost per pound sold was $32.38, which resulted in an average profit per pound sold of $30.18 and an average profit margin of approximately 48%. Higher average prices per pound and lower average costs per pound resulted in higher average profits per pound sold in 2023 as compared to 2024. As noted above, the produced pounds that were sold in 2023 had been produced in earlier years with higher production rates and lower average costs per pound produced.

U₃O₈ Production and Ending Inventory

The following table provides information on our production and ending inventory of U₃O₈ pounds.

	Unit		2023 Q4		2024 Q1		2024 Q2		2024 Q3		2024 YTD

U₃O₈ Production

Pounds captured		lb		68,448		38,221		70,679		75,075		183,975
Pounds drummed		lb		6,519		39,229		64,170		71,804		175,203
Pounds shipped		lb		-		35,445		70,390		67,488		173,323

U₃O₈ Ending Inventory

Pounds
In-process inventory		lb		82,033		80,465		86,204		90,140
Plant inventory		lb		22,278		26,062		21,570		26,580
Conversion inventory - produced		lb		43,790		79,235		74,625		40,713
		lb		148,101		185,762		182,399		157,433

Value
In-process inventory		$000		-		-		447		427
Plant inventory		$000		1,343		1,593		1,072		1,499
Conversion inventory - produced		$000		1,228		3,105		3,555		2,320
		$000		2,571		4,698		5,074		4,246

Cost per Pound
In-process inventory		$/lb		-		-		5.19		4.74
Plant inventory		$/lb		60.28		61.12		49.70		56.40
Conversion inventory - produced		$/lb		28.04		39.19		47.64		56.98

Conversion inventory detail
Ad valorem and severance tax		$/lb		0.59		0.53		0.67		1.63
Cash cost		$/lb		18.60		28.47		36.77		45.26
Non-cash cost		$/lb		8.85		10.19		10.20		10.09
		$/lb		28.04		39.19		47.64		56.98

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Wellfield production at Lost Creek resumed in 2023 Q2 and pounds captured increased in each subsequent quarter, except in 2024 Q1 when drying issues at the plant slowed our ability to capture pounds. We captured 75,075 pounds in 2024 Q3.

Plant production at Lost Creek resumed in 2023 Q3. Drying operations encountered labor and equipment issues that reduced plant throughput in 2023 Q4. The equipment issues were addressed, and pounds dried increased in each subsequent quarter. We dried 71,804 pounds in 2024 Q3. Despite the quarterly increases, drying operations have not reached targeted levels due to maintenance and manpower issues.

There were no shipments in 2023. The first shipment of U₃O₈ to the conversion facility since the return to commercial operations was completed in 2024 Q1, when 35,445 pounds were delivered to the conversion facility. During 2024 Q2, two shipments totaling 70,390 pounds U₃O₈ were shipped to the conversion facility. We shipped another two shipments totaling 67,488 pounds U₃O₈ in 2024 Q3. In October 2024, we made two shipments to the conversion facility totaling 46,601 pounds U₃O₈.

We ended the quarter with 90,140 pounds in process, 26,580 drummed pounds in the plant, and 40,713 pounds at the conversion facility.

Because production rates were low during the initial ramp up period, the cost per pound to produce inventory exceeded its NRV. The NRV adjustments decreased from $2.5 million in 2023 Q4 to $1.1 million in 2024 Q1 and decreased again to $0.2 million in 2024 Q2. The NRV adjustment increased in 2024 Q3 to $0.7 million primarily due to higher production cost during the period.

The cost per pound at the conversion facility increased during the quarter reflecting the higher cost per pound of the drummed inventory shipped to the conversion facility in 2024. As production and shipments continue to increase to targeted levels, we expect the cost per pound in ending inventory and ultimately the cost per pound sold to level off and then decrease accordingly.

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Three and nine months ended September 30, 2024, compared to the three and nine months ended September 30, 2023

The following table summarizes the results of operations for the three and nine months ended September 30, 2024 and 2023 (in thousands of U.S. dollars, except per share and per pound data):

		Three Months Ended September 30,								Nine Months Ended September 30,
	2024			2023			Change			2024			2023			Change

Sales		6,400			5,752			648			11,053			12,238			(1,185	)
Cost of sales		(5,613	)		(4,855	)		(758	)		(10,079	)		(14,310	)		4,231
Gross profit (loss)		787			897			(110	)		974			(2,072	)		3,046

Operating costs		(12,650	)		(11,289	)		(1,361	)		(40,528	)		(20,373	)		(20,155	)
Operating loss		(11,863	)		(10,392	)		(1,471	)		(39,554	)		(22,445	)		(17,109	)

Net interest income		1,220			406			814			2,288			1,079			1,209
Warrant liability revaluation gain (loss)		2,968			(7,216	)		10,184			4,442			(4,155	)		8,597
Foreign exchange gain		6			13			(7	)		22			335			(313	)
Other gain (loss), net		(333	)		2			(335	)		(325	)		2			(327	)
Net loss		(8,002	)		(17,187	)		9,185			(33,127	)		(25,184	)		(7,943	)

Foreign currency translation adjustment		(23	)		144			(167	)		358			(290	)		648
Comprehensive loss		(8,025	)		(17,043	)		9,018			(32,769	)		(25,474	)		(7,295	)

Loss per common share:
Basic		(0.02	)		(0.07	)		0.05			(0.11	)		(0.10	)		(0.01	)
Diluted		(0.02	)		(0.07	)		0.05			(0.11	)		(0.10	)		(0.01	)

U₃O₈ pounds sold		100,000			90,000			10,000			175,000			190,000			(15,000	)

U₃O₈ price per pound sold		61.65			60.44			1.21			61.65			62.56			(0.91	)

U₃O₈ cost per pound sold		48.91			28.04			20.87			45.82			32.38			13.44

U₃O₈ product profit per pound sold		12.74			32.40			(19.66	)		15.83			30.18			(14.35	)

Sales

Sales per the financial statements includes the U₃O₈ sales and disposal fees.

In 2024 Q3, we had one sale and delivered 100,000 pounds of U₃O₈at an average price of $61.65 per pound. Through September, we have delivered a total of 175,000 pounds at an average price of $61.65. For the year, our total sales are projected at 570,000 pounds of U₃O₈ at an average price of $58.15 per pound and we expect to realize revenues of $33.1 million.

Due to the nature of our contracts, we have a limited number of deliveries, which do not occur consistently during the year. Sales revenues are recognized when the product is transferred to the purchaser.

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Cost of Sales

Cost of sales per the financial statements includes U₃O₈ costs of sales and lower of cost or NRV adjustments and consists of the following (in thousands of U.S. dollars):

	Three Months Ended September 30,							Nine Months Ended September 30,
	2024		2023		Change			2024		2023		Change

U₃O₈ product cost		4,891		2,523		2,368			8,018		6,152		1,866
Lower of cost or NRV adjustments		722		2,332		(1,610	)		2,061		8,158		(6,097	)
		5,613		4,855		758			10,079		14,310		(4,231	)

Excluding NRV adjustments, the cost of product sales was $4.9 million and $8.0 million, and $2.5 million and $6.2 million, for the three and nine months ended September 30, 2024, and 2023, respectively. In the three months ended September 30, 2024, we sold 100,000 pounds at $61.65 as compared to 90,000 pounds at $60.44 in the comparable 2023 period. For the nine months ended September 30, 2024, the sales of 175,000 pounds in 2024 were at an average cost of $45.82 per pound. The sales of 190,000 pounds in 2023 were at an average cost of $32.38 per pound. The 2023 sales were made with a combination of pre-ramp up produced and purchased pounds the Company already had in its finished inventory at the conversion facility. The produced pounds were inventoried in earlier years with higher production rates and lower average costs per pound produced. The pounds sold in 2024 were primarily from more expensive post ramp up production.

Cost of sales for the three and nine months ended September 30, 2024 included $0.7 million and $2.1 million of NRV adjustments, respectively. Cost of sales for the three and nine months ended September 30, 2023 included NRV adjustments of $2.3 million and $8.2 million, respectively. The decrease is attributable to increased production for the respective periods. The current NRV adjustments are due to increased production costs in combination with lower than anticipated production thus far in 2024.

Gross Profit (Loss)

Gross profit (loss) is based on sales, which includes disposal fees, and cost of sales, which includes NRV adjustments. As we had sales during the three months ended September 30, 2024 and 2023, we recognized a gross profit for each period. For the nine months ended September 30, 2024, our net profit from sales exceeded our NRV adjustments as the latter has been greatly reduced due to increases in production. For the nine months ended September 30, 2023, our initial production levels were low, which resulted in higher NRV adjustments and a gross loss for the period.

Operating Costs

The following table summarizes the operating costs for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30,						Nine Months Ended September 30,
Operating Costs	2024		2023		Change		2024		2023		Change

Exploration and evaluation		934		512		422		2,862		1,687		1,175
Development (see below)		10,088		9,339		749		31,730		13,577		18,153
General and administration		1,397		1,314		83		5,418		4,738		680
Accretion		231		124		107		518		371		147
		12,650		11,289		1,361		40,528		20,373		20,155

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Total operating costs increased $1.4 million and $20.2 million in the three and nine months ended September 30, 2024 as compared to 2023, respectively. The increases were mainly due to development costs at Lost Creek as the ramp up to operations began in 2023 and has continued throughout 2024. In addition, we constructed an additional disposal well at Lost Creek and initiated drilling and site construction activities at our Shirley Basin project which we expect to complete in late 2025.

Exploration and evaluation expense consists of labor and the associated costs of the exploration, evaluation, and regulatory departments, as well as land holding and exploration costs on properties that have not reached the development or operations stage. The increases in cost of $0.4 million and $1.2 million for the three and nine months ended September 30, 2024, respectively, were driven by increases in outside service costs and labor costs for additional staffing.

The Company is considered an exploration stage issuer and expenses its pre-production development costs. As noted above, these development costs are incurred in advance of production from the related mining areas. Development expense includes costs incurred at the Lost Creek Project not directly attributable to current production activities, including wellfield construction, drilling, and development costs. It also includes costs incurred at the Shirley Basin Project not directly attributable to the construction of the capitalizable assets of the project, including the installation of the wellfield monitor well ring and other development costs. The following table summarizes the development costs included in operating costs for the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30,							Nine Months Ended September 30,
Development Costs	2024		2023		Change			2024		2023		Change

Lost Creek mine unit development		8,675		5,217		3,458			24,999		8,849		16,150
Lost Creek disposal well development		132		3,922		(3,790	)		4,106		4,089		17
Shirley Basin mine development		1,281		139		1,142			2,548		503		2,045
Other development		-		61		(61	)		77		136		(59	)
		10,088		9,339		749			31,730		13,577		18,153

Development expenses increased approximately $0.7 million and $18.2 million in the three and nine months ended September 30, 2024, respectively. The increases were driven by increased drilling activities and the related wellfield construction costs that relate to the mine unit (“MU”) two development program at Lost Creek. In addition, development costs in 2023 and 2024 also included $7.7 million in direct costs primarily related to the construction of a new disposal well at Lost Creek. At Shirley Basin, we incurred approximately $1.3 million and $2.5 million development costs in the three and nine months ended September 30, 2024, respectively. Development activities at Shirley Basin included drilling costs related to the installation of the first monitor well ring.

General and administration expenses relate to the administration, finance, investor relations, land, and legal functions, and consist principally of personnel, facility, and support costs. For the three and nine months ended September 30, 2024, the expenses increased $0.1 million and increased $0.7 million, respectively. The increases for the nine months were driven by higher labor costs, insurance costs, and stock compensation expense.

Other Income and Expenses

Higher interest rates and cash balances have generated significant interest income in 2024. At the same time, interest expense decreased after the Company paid off the Wyoming state bond loan in March 2024.

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For the three months and nine months ended September 30, 2024, the warrant liability revaluation resulted in $3.0 and $4.4 million gains, compared to $7.2 and $4.2 million losses in 2023, respectively. As a part of the February 2021 and February 2023 underwritten public offerings, we issued warrants that were priced in U.S. dollars. The changes in liability are primarily related to the share price of the company’s stock which is a significant factor in the Black-Scholes computations.

Earnings (loss) per Common Share

The basic and diluted losses per common share for the three and nine months ended September 30, 2024, were $0.02 and $0.11, respectively. For the three and nine months ended September 30, 2023 the losses were $0.07 and $0.10 per share. The diluted loss per common share is equal to the basic loss per common share due to the anti-dilutive effect of all convertible securities in periods of loss.

Liquidity and Capital Resources

As shown in the Interim Consolidated Statements of Cash Flow, our cash, cash equivalents, and restricted cash and cash equivalents increased from the December 31, 2023 balance of $68.2 million to $129.4 million as of September 30, 2024. Cash resources consist of Canadian and U.S. dollar denominated deposit and money market accounts, and U.S. treasury fund investments. During the nine months ended September 30, 2024, we spent $32.5 million on operating activities, used $5.7 million on investing activities, and generated $99.3 million from financing activities.

During the nine-month period, we sold 175,000 pounds of U₃O₈ for $10.8 million, received $0.3 million in disposal fees, and generated $2.4 million from interest income, net of loan interest expense of $0.1 million. We spent $9.8 million on production-related cash costs, $37.0 million on operating costs, and had a $0.8 million favorable working capital movement primarily related to increases in accounts payable and accrued liabilities.

Investing activities used $5.7 million during the nine months ended September 30, 2024. We spent $2.8 million on construction and equipment at Shirley Basin and $2.9 million for vehicles and equipment. The vehicles and equipment will be used primarily at Lost Creek.

Financing activities provided $99.3 million in the nine months ended September 30, 2024. In July, we closed an equity financing by issuing 65,722,500 shares including an 8,572,000 overallotment at $1.05 per share for net proceeds after commissions and fees of $65.2 million. We received net proceeds of $27.7 million from the sale of common shares through our At Market Facility, and $12.3 million from the exercise of warrants and stock options. We spent $5.7 million on the Wyoming bond loan, ultimately paying off the loan in March 2024, and $0.2 million on lease payments.

Wyoming State Bond Loan

On October 23, 2013, we closed a $34.0 million Sweetwater County, State of Wyoming, Taxable Industrial Development Revenue Bond financing program loan (“State Bond Loan”). The State Bond Loan called for payments of interest at a fixed rate of 5.75% per annum on a quarterly basis, which commenced January 1, 2014. The principal was to be payable in 28 quarterly installments, which commenced January 1, 2015.

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During the term of the State Bond Loan, the Sweetwater County Commissioners and the State of Wyoming approved two separate deferrals of principal payments during the downturn in the uranium market and our period of reduced production operations. Following those deferrals, quarterly principal payments resumed on October 1, 2022, and were scheduled to continue until October 1, 2024.

On March 27, 2024, the remaining $4.4 million balance due on the State Bond Loan was prepaid in full. The State Bond Loan was secured by all the assets of the Lost Creek Project. All releases of collateral have been obtained following the final repayment of the facility.

Universal Shelf Registration and At Market Facility

On May 29, 2020, we entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), relating to our common shares. On June 7, 2021, we amended and restated the Sales Agreement to include Cantor Fitzgerald & Co. (“Cantor,” and together with B. Riley Securities, the “Agents”) as a co-agent. Under the Sales Agreement, as amended, we may, from time to time, issue and sell Common Shares at market prices on the NYSE American or other U.S. market through the agents for aggregate sales proceeds of up to $50 million. The Sales Agreement was filed in conjunction with a universal shelf registration statement on Form S-3, effective May 27, 2020, which has now expired.

On November 23, 2021, we filed a new universal shelf registration statement on Form S-3 with the SEC through which we may offer and sell, from time to time, in one or more offerings, at prices and terms to be determined, up to $100 million of our common shares, warrants to purchase our common shares, our senior and subordinated debt securities, and rights to purchase our common shares and/or senior and subordinated debt securities. The registration statement became effective December 17, 2021, for a three-year period.

On December 17, 2021, we entered into an amendment to the Sales Agreement (“Amendment No. 1” and together with the Sales Agreement, the “Amended Sales Agreement”) with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement. In February 2023, in conjunction with our underwritten public offering, we filed a prospectus supplement by which we decreased the amount of common stock offered pursuant to the Amended Sales Agreement.

On June 28, 2023, we filed a new universal shelf registration statement on Form S-3 with the SEC through which we may offer and sell, from time to time, in one or more offerings, at prices and terms to be determined, up to $175 million of our common shares, warrants to purchase our common shares, our senior and subordinated debt securities, and rights to purchase our common shares and/or senior and subordinated debt securities. The registration statement became effective July 19, 2023, for a three-year period.

On July 19, 2023, we entered into a further amendment to the Amended Sales Agreement (“Amendment No. 2” and hereafter the “Amended Sales Agreement”) with the Agents to, among other things, reflect the new registration statement under which we may sell up to $50 million from time to time through or to the Agents under the Amended Sales Agreement, in addition to amounts previously sold under the Sales Agreement. Subsequently, we filed a new prospectus supplement in June 2024 under which we may sell up to $100 million from time to time through or to the Agents under the Amended Sales Agreement, including the common shares previously sold under the Sales Agreement.

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For the nine months ended September 30, 2024, we utilized the Amended Sales Agreement for gross proceeds of $28.6 million from sales of 16,939,825 common shares.

2023 Underwritten Public Offering

On February 21, 2023, the Company closed a $46.1 million underwritten public offering of 39,100,000 common shares and accompanying warrants to purchase up to 19,550,000 common shares, at a combined public offering price of $1.18 per common share and accompanying warrant. The gross proceeds to Ur‑Energy from this offering were approximately $46.1 million. After fees and expenses of $3.0 million, net proceeds to the Company were approximately $43.1 million.

2024 Underwritten Public Offering

Liquidity Outlook

As of October 30, 2024, our unrestricted cash position was $110.3 million.

We expect to realize revenues of $33.1 million from the sale of 570,000 pounds of U₃O₈ to be delivered in 2024. We had 40,713 pounds of conversion facility inventory on September 30, 2024. We delivered 100,000 pounds into sales contracts in August 2024. As of October 30, 2024, we had 87,314 pounds of U₃O₈ in our conversion facility inventory. We expect to deliver 395,000 pounds U₃O₈ in 2024 Q4 from production at Lost Creek and other available sources.

Our unrestricted cash position and expected proceeds from uranium sales are expected to cover production and development costs of the continuing ramp up of production at Lost Creek, ongoing corporate overhead, and development and construction expenditures at Shirley Basin.

We expect the planned development and construction of the Shirley Basin Project in 2025 and 2026 will be funded by operating cash flow, cash on hand, or additional financing as required. We have no immediate plans to issue additional securities or obtain funding, however, we may issue additional debt or equity securities at any time.

Looking Ahead

With eight operational Header Houses (HHs) in MU2, we continue our ramp up toward target production levels and steady state operations at Lost Creek. To facilitate ongoing increases in production levels, we anticipate increasing our drill rig count through the end of the year to approximately 20 rigs. Fabrication of HHs 2-13 through 2-15 is in progress in our Casper construction shop and onsite construction related to these next header houses continues to advance. HH 2-15 is a newly planned production area for which we are advancing development and construction. We are also drilling in MU1 for the next phase of its production.

Because of continuing challenges of ramp-up at Lost Creek, we now anticipate 2024 production will be in a range between 240,000 and 280,000 pounds U₃O₈ captured on IX resin.

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We have commitments under contracts negotiated in 2022, when the long-term price was between $43 and $52 per pound, for deliveries of 570,000 pounds U₃O₈ in 2024 and expect to realize revenues of $33.1 million. We anticipate making our remaining deliveries of 395,000 pounds U₃O₈ during Q4 with Lost Creek production and other available alternatives.

During the quarter, uranium spot prices softened to an average of approximately $82 per pound U₃O₈. However, average term pricing, which has increased steadily for several years now, reached approximately $81 per pound U₃O₈ during the quarter.

Term pricing has been supported by continued requests for proposals (“RFPs”) in the market from utilities and other global fuel buyers. We have responded to the RFPs with prices commensurate with rising market conditions including increased demand for domestically produced uranium. Our contract book now includes agreements with six leading nuclear fuel purchasers, with commitments of approximately 5.7 million pounds U₃O₈ with deliveries occurring in 2024 through 2030. Sales prices are anticipated to be profitable on an all-in production cost basis and escalate annually from initial pricing, including some market-based pricing features.

We are progressing the buildout of a satellite facility at our wholly owned, fully permitted and licensed Shirley Basin Project in Carbon County, Wyoming. The buildout will nearly double our annual permitted mine production to 2.2 million pounds U₃O₈.

At October 30, 2024, our unrestricted cash position was $110.3 million. With this strong treasury, we are well funded for continuing construction at Shirley Basin.

Installation of the monitor wells for the first mine unit at Shirley Basin is complete. We have commenced the pump test program, which remains on schedule to be completed this year. Road construction is complete and the refurbishment of existing and installation of new electric infrastructure are all advancing. Renovation of existing buildings has begun. Major construction activities at Shirley Basin are expected to begin in 2025 and initial production is expected to commence in early 2026.

We are pleased to be one of the few publicly traded companies that is commercially recovering uranium and working to expand our production capacity to sell into a sustained stronger uranium market.

We will continue to closely monitor the uranium markets, and other developments, which may affect the uranium production industry and provide the opportunity to put in place additional off-take sales contracts.

As always, we will focus on maintaining safe and compliant operations.

Transactions with Related Parties

There were no reportable transactions with related parties during the quarter.

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Proposed Transactions

As is typical of the mineral exploration, development, and mining industry, we will consider and review potential merger, acquisition, investment and venture transactions and opportunities that could enhance shareholder value. Timely disclosure of such transactions is made as soon as reportable events arise.

Critical Accounting Policies and Estimates

We have established the existence of uranium resources at the Lost Creek Property, but because of the unique nature of in situ recovery mines, we have not established, and have no plans to establish, the existence of proven and probable reserves at this project. Accordingly, we have adopted an accounting policy with respect to the nature of items that qualify for capitalization for in situ U₃O₈ mining operations to align our policy to the accounting treatment that has been established as best practice for these types of mining operations.

The development of the wellfield includes injection, production and monitor well drilling and completion, piping within the wellfield and to the processing facility and header houses used to monitor production and disposal wells associated with the operation of the mine. These costs are expensed when incurred.

Mineral Properties

Acquisition costs of mineral properties are capitalized. When production is attained at a property, these costs will be amortized over an estimated benefit period.

Development costs including, but not limited to, production wells, header houses, piping and power will be expensed as incurred as we have no proven and probable reserves.

Inventory and Cost of Sales

Our inventories are valued at the lower of cost or net realizable value based on projected revenues from the sale of that product. We are allocating all costs of operations of the Lost Creek facility to the inventory valuation at various stages of production except for wellfield and disposal well costs which are treated as development expenses when incurred. Depreciation of facility enclosures, equipment, and asset retirement obligations as well as amortization of the acquisition cost of the related property is also included in the inventory valuation.

Share-Based Expense and Warrant Liability

We are required to initially record all equity instruments including warrants, restricted share units and stock options at fair value in the financial statements.

Management utilizes the Black-Scholes model to calculate the fair value of the warrants and stock options at the time they are issued. In addition, the fair value of derivative warrant liability is recalculated monthly using the Black-Scholes model with any gain or loss being reflected in the net income for the period. Use of the Black-Scholes model requires management to make estimates regarding the expected volatility of the Company’s stock over the future life of the equity instrument, the estimate of the expected life of the equity instrument and the number of options that are expected to be forfeited. Determination of these estimates requires significant judgment and requires management to formulate estimates of future events based on a limited history of actual results.

The fair value of the restricted share units is based on the intrinsic method, which uses the closing price of the common shares on the trading day immediately preceding the date of the grant.

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Impairment of long-lived assets

The Company assesses the possibility of impairment in the net carrying value of its long-lived assets when events or circumstances indicate that the carrying amounts of the asset or asset group may not be recoverable. When potential impairment is indicated, management calculates the estimated undiscounted future net cash flows relating to the asset or asset group using estimated future prices, recoverable resources, operating, capital, and reclamation costs. When the carrying value of an asset exceeds the related undiscounted cash flows, the asset is written down to its estimated fair value, which is determined using discounted future net cash flows, or other measures of fair value.

Off Balance Sheet Arrangements

We have not entered into any material off balance sheet arrangements such as guaranteed contracts, contingent interests in assets transferred to unconsolidated entities, derivative instrument obligations, or with respect to any obligations under a variable interest entity arrangement.

Outstanding Share Data

As of October 30, 2024, we had outstanding 364,101,038 common shares and 6,695,123 options to acquire common shares.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk

Market risk is the risk to the Company of adverse financial impact due to changes in the fair value or future cash flows of financial instruments because of fluctuations in interest rates and foreign currency exchange rates.

Credit risk

Currency risk

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Liquidity risk

Interest rate risk

Commodity Price Risk

The Company is subject to market risk related to the market price of uranium. Future sales would be impacted by both spot and long-term uranium price fluctuations. Historically, uranium prices have been subject to fluctuation, and the price of uranium has been and will continue to be affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, governmental legislation in uranium producing and consuming countries, and production levels and costs of production of other producing companies. The average spot market price was $80.38 per pound U₃O₈ as of October 30, 2024.

Item 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this MD&A, under the supervision of the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information the Company is required to disclose in reports that are filed or submitted under the Exchange Act: (1) is recorded, processed and summarized effectively and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to Company management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures include components of internal control over financial reporting. No matter how well designed and operated, internal controls over financial reporting can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

(b) Changes in Internal Controls over Financial Reporting

No changes in our internal control over financial reporting occurred during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. LEGAL PROCEEDINGS

No new legal proceedings or material developments in pending proceedings.

Item 1A. RISK FACTORS

As of September 30, 2024, there have been no material changes from those risk factors set forth in our Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURE

Our operations and exploration activities at Lost Creek are not subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Date of Report	Exhibit	Filed Herewith

31.1	Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.2	Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

32.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

101.INS	Inline XBRL Instance Document				X

101.SCH	Inline XBRL Schema Document				X

101.CAL	Inline XBRL Calculation Linkbase Document				X

101.DEF	Inline XBRL Definition Linkbase Document				X

101.LAB	Inline XBRL Labels Linkbase Document				X

101.PRE	Inline XBRL Presentation Linkbase Document				X

104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)				X

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UR-ENERGY INC.

Date: November 6, 2024	By:	/s/ John W. Cash
		John W. Cash
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 6, 2024	By:	/s/ Roger L. Smith
		Roger L. Smith
		Chief Financial Officer
		(Principal Financial Officer and
		Principal Accounting Officer)