SEC Form DEF 14A filed by Ur Energy Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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UR-ENERGY INC.

1478 Willer Drive

Casper, Wyoming 82604

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 4, 2026

To the Shareholders of Ur-Energy Inc.:

The Annual and Special Meeting of Shareholders of Ur-Energy Inc. (the “Company”), will be held in person at the Hampton Inn & Suites, 7611 Shaffer Parkway, Littleton, Colorado 80127, on Thursday, June 4, 2026, at 1:00 p.m. Mountain Time to receive the audited consolidated financial statements of the Company for the year ended December 31, 2025, together with the report from the auditors thereon, and for the purpose of considering and voting upon proposals to:

The Board of Directors recommends a vote “FOR” each of the eight director nominees and “FOR” Proposal Nos. 2, 3, and 5, and “FOR” ANNUAL as the frequency for Proposal No. 4. The Board of Directors has fixed the close of business on April 8, 2026, as the record date for determination of the shareholders entitled to vote at the meeting and any adjournment(s) or postponement(s) thereof. This Notice of Annual and Special Meeting of Shareholders and related proxy materials are first being distributed or made available to shareholders beginning on or about April 24, 2026.

We cordially invite you to attend the Annual and Special Meeting of Shareholders in person or to listen by toll-free access as described in the Management Proxy Circular. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. Please refer to your proxy card and the Management Proxy Circular for more information on how to vote your shares at the Meeting and return your voting instructions as promptly as possible.

Important Notice Regarding Availability of Proxy Materials for the 2026 Annual and Special Meeting of Shareholders: The attached Management Proxy Circular, proxy card, or voter information form, and the Company’s Annual Report to Shareholders (including financial statements) for the fiscal year ended December 31, 2025, are available at www.envisionreports.com/URGQ2026 or can be found at https://www.ur-energy.com.

Thank you for your support.

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MANAGEMENT PROXY CIRCULAR

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UR-ENERGY INC.

1478 Willer Drive

Casper, Wyoming 82604

MANAGEMENT PROXY CIRCULAR

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

JUNE 4, 2026

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SOLICITATION OF PROXIES

This Management Proxy Circular (the “Circular”) is furnished in connection with the solicitation by the management of Ur-Energy Inc. (“we,” “us,” the “Company,” or “Ur-Energy”) of proxies for use at the annual and special meeting of shareholders of the Company (the “Meeting”) to be held in person at the Hampton Inn & Suites, 7611 Shaffer Parkway, Littleton, Colorado 80127, on Thursday, June 4, 2026, commencing at 1:00 p.m. Mountain Time, and at any adjournment thereof, for the purposes set forth in the accompanying Notice of Meeting (the “Notice”). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers, employees, or representatives of the Company. All costs of solicitation will be borne by the Company. This Circular and related proxy materials are first being distributed or made available to shareholders beginning on or about April 24, 2026. The information contained herein is given as at April 8, 2026, unless otherwise indicated.

We plan to hold our annual meeting in person on June 4, 2026. We will continue our practice of allowing shareholders to listen to the meeting online or by telephone. To better facilitate travel and expense relating to the Meeting, we will again permit our out-of-town directors and other Meeting participants whose physical presence at the Meeting is not essential to attend and participate in the Meeting via teleconference.

Shareholders who might otherwise attend in person may instead listen to the Meeting in real-time by calling toll-free +1 888-506-0062 (international: +1 973-528-0011) and use conference entry code 423002 and/or logging on to https://event.accessnewswire.com/urg-2026. Additionally, shareholders who have questions they would like to pose at the Meeting may send those questions to our Corporate Secretary in advance of the Meeting at [email protected]. Please include your name and return email address when you convey your questions. We believe that these procedures will facilitate the opportunity for our shareholders to gather with us in person, while providing many of the benefits of a virtual-only meeting and minimizing the costs of a virtual meeting.

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As set forth below, if you are a registered shareholder and wish to vote the day of the Meeting or are a proxy appointee voting the day of the Meeting, you must do so in person.

All dollar amounts in this Circular are in U.S. dollars, except where indicated otherwise. On April 8, 2026, the exchange rate of Canadian currency in exchange for United States currency, as reported by the Bank of Canada, was US$1.00 = C$1.3851.

This Circular, the proxy card or voter information form, and the Company’s Annual Report (including financial statements) for the fiscal year ended December 31, 2025, are available at https://www.ur-energy.com.

APPOINTMENT OF PROXIES

The persons named in our form of proxy as proxyholders are Ur-Energy’s Chairman, John W. Cash, and our Corporate Secretary, David A. Ritchie. Each shareholder has the right to appoint a person other than the persons named in the form of proxy, who need not be a shareholder of the Company, to represent such shareholder at the Meeting or any adjournment thereof. Such right may be exercised by inserting such person’s name in the blank space provided in the form of proxy and striking out the other names or by completing another proper form of proxy.

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VOTING INSTRUCTIONS

Registered Shareholders

There are two methods by which registered shareholders (“Registered Shareholders”), whose names are shown on the books or records of the Company as owning common shares no par value of the Company (“Common Shares”), can vote their Common Shares at the Meeting either in person at the Meeting or by proxy. Should a Registered Shareholder wish to vote in person at the Meeting, the Registered Shareholder should attend the Meeting where his or her vote will be taken and counted. Although we are making a toll-free number available to listen to the Meeting, if you wish to vote the day of the Meeting, you must do so in person. Should a Registered Shareholder not wish to attend the meeting or not wish to vote in person, their vote may be cast by proxy through one of the methods described below and the Common Shares represented by the proxy will be voted or withheld from voting, in accordance with the instructions as indicated in the form of proxy, on any ballot that may be called for, and if a choice was specified with respect to any matter to be acted upon, the shares will be voted accordingly.

A Registered Shareholder may vote by proxy by using one of the following methods: (i) by paper form of proxy to be returned by mail or delivery; (ii) by Internet; or (iii) by telephone. The methods of using each of these procedures are as follows:

Voting by Mail. A Registered Shareholder may vote by mail or delivery by completing, dating and signing the form of proxy and depositing it with Computershare Investor Services Inc. (the “Transfer Agent”) using the envelope provided or by mailing it to Computershare Investor Services Inc., Attention: Proxy Department, 320 Bay Street, 14th Floor, Toronto, Ontario MSH 4A6 or to the Corporate Secretary of the Company at 10758 West Centennial Road, Suite 200, Littleton, Colorado 80127, for receipt no later than 11:59 p.m. (ET) on Monday, June 1, 2026, or if the Meeting is adjourned, by no later than 1:00 p.m. Mountain Time on the last business day preceding the reconvened Meeting.

Voting by Internet. A Registered Shareholder may vote by Internet by accessing the following website:  www.envisionreports.com/URGQ2026 and going to “vote now.” When you log on to the site you will be required to input a control number as instructed on the form of proxy. Please see additional information on the form of proxy. Registered Shareholders may vote by Internet for receipt no later than 11:59 p.m. (ET) on Monday, June 1, 2026, or if the Meeting is adjourned, no later than 1:00 p.m. Mountain Time on the last business day preceding the reconvened Meeting.

Voting by Telephone. A Registered Shareholder may vote by telephone by calling the toll-free number 1-866-732-8683 from a touch tone phone. When you telephone you will be required to input a control number as instructed on the form of proxy. Please see additional information on the form of proxy. Registered Shareholders may vote by telephone for receipt no later than 11:59 p.m. (ET) on Monday, June 1, 2026, or if the Meeting is adjourned, no later than 1:00 p.m. Mountain Time on the last business day preceding the reconvened Meeting.

Voting by mail or the Internet are the only methods by which a Registered Shareholder may choose an appointee other than the management appointees named on the proxy and must be completed by the Registered Shareholder or by an attorney authorized in writing or, if the Registered Shareholder is a corporation or other legal entity, by an authorized officer or attorney.

Non-Registered Shareholders (Beneficial Owners)

If you hold shares through a broker, bank, or other nominee, you will receive material from that firm asking how you want to vote and instructing you of the procedures to follow for you to vote your shares. If the nominee does not receive voting instructions from you, it may vote only on proposals that are considered “routine” matters under applicable rules. Each of the proposals at the Meeting, other than Proposal No. 2, are “non-routine” matters, and therefore an intermediary holding shares for a beneficial owner will not have the authority to vote on those matters in the absence of instructions from the beneficial owner. A nominee’s inability to vote on some proposals because it lacks discretionary authority to do so is commonly referred to as a “broker non-vote.” Broker non-votes are not counted in the tabulation of votes cast on a particular proposal and therefore will not have an effect on the approval of that proposal.

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Notice and Access

We distribute our proxy materials to shareholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our distribution costs, while providing a timely and convenient method of accessing the materials and voting. On or before April 24, 2026, we mailed a Notice of Internet Availability of Proxy Materials to participating shareholders containing instructions on how to access the proxy materials on the Internet to vote your shares over the Internet or by telephone. You will not receive a printed copy of the proxy materials unless you request them. If you would like to receive a printed copy of our proxy materials, including a printed proxy card on which you may submit your vote by mail, then you should follow the instructions for obtaining a printed copy of our proxy materials contained in the Notice of Internet Availability of Proxy Materials.

REVOCATION OF PROXIES

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote shall not already have been cast pursuant to the authority conferred by such proxy and may do so: (i) by delivering another properly executed proxy bearing a later date and depositing it as aforesaid, including within the prescribed time limits noted above; (ii) by depositing an instrument in writing revoking the proxy executed by the shareholder or by the shareholder’s attorney authorized in writing (A)  with our Corporate Secretary at 10758 West Centennial Road, Suite 200, Littleton, Colorado 80127 at any time up to and including the last business day preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or (B) with the Chair of the Meeting, prior to its commencement on the day of the Meeting, or at any adjournment thereof; (iii) by attending the Meeting in person and so requesting; or (iv) in any other manner permitted by law.

If you hold your shares through a broker, bank, or other nominee, you must follow their instructions to revoke your initial proxy vote or to otherwise vote at the Meeting.

VOTING AND DISCRETION OF PROXIES

On any ballot that may be called for, the shares represented by proxies in favor of the persons named by management of the Company will be voted in the manner identified in the proxy, in each case in accordance with the instructions of the shareholder. In the absence of any instructions on the proxy, it is the intention of the persons named by management in the form of proxy to vote:

The form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations of the matters identified in the Notice or any other matters that may properly come before the Meeting. As at the date of this Circular, management of the Company knows of no such amendments, variations, or other matters that may properly come before the Meeting other than the matters referred to in the Notice.

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COMMON SHARES ENTITLED TO VOTE

As at April 8, 2026, the authorized capital of the Company consisted of an unlimited number of Common Shares, of which 397,331,853 Common Shares were issued and outstanding, and an unlimited number of Class A Preference Shares, issuable in series, of which none has been issued. A holder of record of Common Shares at the close of business on April 8, 2026 (the “Record Date”), is entitled to one vote for each Common Share held by the shareholder. In accordance with the Canada Business Corporations Act, the Company will prepare a list of holders of Common Shares on the Record Date. Each holder of Common Shares named in the list at the close of business on the Record Date will be entitled to vote the Common Shares shown opposite their name on the list at the Meeting.

VOTES REQUIRED

The directors nominated for election pursuant to Proposal No. 1 will be elected by plurality vote, meaning that the eight nominees who receive the most votes, whether in person or by proxy, will be elected. Broker non-votes will have no effect on the election of directors. Pursuant to the Canada Business Corporations Act, any director who fails to receive a majority of the votes cast will be required to tender their resignation, subject to limited legal exceptions and timelines. See “Statement of Corporate Governance – Majority Voting,” below.

With respect to Proposal No. 2, the affirmative vote of a majority of the votes cast at the Meeting (either in person or by proxy) will be required for approval.

With respect to Proposal No. 3 and Proposal No. 4, the affirmative vote of a majority of the Common Shares present at the Meeting (either in person or by proxy) and entitled to vote on these matters will be required for approval of each of these matters. Broker non-votes will have no effect on the votes on Proposal No. 3 or Proposal No. 4. Because your votes on these proposals are advisory, the votes will not be binding on the Board of Directors or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

With respect to Proposal No. 5, the affirmative vote of a majority of the votes cast at the meeting (either in person or by proxy) will be required for approval.

QUORUM

The presence, in person or by proxy, of two shareholders holding not less than 10% of the Common Shares entitled to vote as of the Record Date constitutes a quorum for the transaction of business at the Meeting. In the event there is not a quorum present to approve any proposals at the time of the Meeting, the Meeting shall be adjourned to a date no less than seven days later than the scheduled Meeting date in order to permit further solicitation of proxies. The scrutineer will treat Common Shares represented by a properly signed and returned proxy as present at the Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

RIGHTS OF DISSENT

Pursuant to the Canada Business Corporations Act, there are no rights of dissent in respect of the resolutions to be voted on by the shareholders at this Meeting.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

As at our Record Date of April 8, 2026, we had 397,331,853 Common Shares issued and outstanding and 3,995,106 stock options that may be exercised currently or within the sixty (60) days following April 8, 2026.

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Security Ownership of Certain Beneficial Owners

The following table sets forth the beneficial ownership of the Company’s Common Shares as at April 8, 2026 by each person (other than the directors and executive officers of the Company) who owned of record, or was known to own beneficially, more than 5% of the outstanding voting shares of our Common Shares.

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PARTICULARS OF MATTERS TO BE ACTED UPON

Proposal No. 1:Election of Directors

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The articles of the Company provide that the Board of Directors of the Company (the “Board of Directors” or the “Board”) shall consist of a minimum of one and a maximum of ten directors, the number of which will be eight as elected at the Meeting. Election of directors will be conducted on an individual basis, and will include John W. Cash, Rob Chang, Elmer W. Dyke, Matthew D. Gili, Gary C. Huber, Thomas H. Parker, John Paul Pressey, and Kathy E. Walker. As discussed below in “Statement of Corporate Governance - Majority Voting,” each director must receive a majority of the votes cast (in person or by proxy) as to their election or will be required to submit their resignation subject to the provisions of the Canada Business Corporations Act (“CBCA”) and related regulations.

Nominees: Each of the eight persons named above is a nominee for election as a director at the Meeting for a term of one year or until their successor is elected and qualified. Each of the nominees is currently serving as a director of the Company. All the directors other than Mr. Gili were elected to the Board of Directors at the last annual meeting of shareholders. Mr. Gili was appointed a director by the Board of Directors effective in December 2025 when he was appointed the Chief Executive Officer of the Company succeeding Mr. Cash. Management does not anticipate that any of the nominees for election as directors will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the form of proxy reserve the right to vote for another nominee in their discretion or for the election of only the remaining nominees.

The Board of Directors has delegated to the Corporate Governance and Nominating Committee the responsibility for reviewing and recommending nominees for director, in conjunction with the Chairman of the Board, Mr. Cash. The Board determines which candidates to nominate or appoint, as appropriate, after considering the recommendation of the Corporate Governance and Nominating Committee.

Certain of our directors have historically and currently serve on boards of directors of other companies. We view this to be beneficial to the Company, provided there is no conflict of interest or restrictions on time that are disadvantageous to our Board’s interests. Current service on the boards of other public companies is set forth below in the biography of each applicable nominee and under “Service on Additional Boards.” The Company believes that service on other boards allows

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for broader experience and expertise that benefits the individual and the companies served, including Ur-Energy. None of our directors sits on more than three public company boards or, alternatively, is the CEO of a public company and sits on the board of more than two public companies besides the one for which they are the CEO (i.e., none of our directors is “overboarded”).

In evaluating the qualifications of a director candidate, the Corporate Governance and Nominating Committee considers the candidate’s independence, character, business experience, industry-specific experience, including technical expertise, corporate governance skills and abilities, training and education, history of personal and professional achievement and leadership, commitment to performing the duties of a director, and other skills, abilities, and attributes that fill specific needs of the Board or its committees. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board as a whole competence and experience in a wide variety of areas, including natural resources exploration and development, mining operations, nuclear energy, executive management, board service, corporate governance, finance, financial markets, employment, and international business. These varied and substantial backgrounds, skills, and qualifications, as described in more detail below, and the contributions of each nominee to the development and current operations of the Company as described below under the heading “Board Composition” led the Corporate Governance and Nominating Committee and the Board of Directors to conclude that each of the nominees should serve as a director for the coming year.

Recommendation of Ur-Energy’s Board of Directors

The Board of Directors recommends that the shareholders vote FOR the election of all the named nominees for director and, unless a shareholder gives instructions on the proxy card to the contrary, the proxies named thereon intend to so vote.

John Cash retired as the Company’s Chief Executive Officer in December 2025 after leading the Company since March 2022. He continued as Chairman of the Board and as a strategic advisor to the Company. Mr. Cash joined Ur-Energy in 2007 and was appointed Vice President Regulatory Affairs in 2011. Throughout his tenure, Mr. Cash played a pivotal role in positioning Ur-Energy for sustained production and development success. Under his leadership as CEO, production at Lost Creek ramped steadily, construction at Shirley Basin advanced toward near-term startup, and the Company secured a substantial contract portfolio with U.S. and European energy companies that supports expansion opportunities. He also advanced Ur-Energy’s exploration programs in the Great Divide Basin and strengthened the Company’s commercial footing through disciplined cost management and operational readiness across all projects.

Mr. Cash has earned a well-deserved reputation for developing impactful industry solutions related to water management, EPA aquifer exemptions, technical design, and environmental matters. With nearly 30 years of diverse uranium-industry experience, he has built deep expertise in exploration, environmental health and safety (“EHS”), including radiation safety, regulatory and legislative affairs, and uranium recovery operations, as well as extensive management experience. He is a respected industry leader and previously served as president of the Uranium Producers of America.

Prior to joining Ur-Energy, Mr. Cash held roles with several established uranium mining companies, including BHP, Rio Algom Mining, and Crow Butte Resources, a subsidiary of Cameco, where he served in mineral exploration, as Operations Superintendent, and as EHS Manager. As Operations Superintendent, he managed all aspects of wellfield production and plant processing at the 800,000-pound-per-year U₃O₈ Crow Butte ISR facility. Mr. Cash is a Fellow of the inaugural World Nuclear Summer Institute and received B.Sc. and M.Sc. degrees in Geology and Geophysics from the University of Missouri-Rolla.

The Board of Directors has concluded that Mr. Cash is well qualified and should continue to serve as a director of the Company based on his contributions to the Company since 2007, as an employee, executive officer, President and Chief Executive Officer (2022-2025), and Chairman of the Board of Directors since 2022. The Board of Directors also believes that Mr. Cash’s lengthy tenure and diverse expertise in the uranium industry will continue to benefit the Board of Directors and the Company.

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Rob Chang has over 30 years of experience in the financial services industry and is a sought-after expert in uranium markets. An experienced senior executive, most recently Mr. Chang was the co-founder and served as the Chief Executive Officer of Gryphon Digital Mining, now American Bitcoin (2021-2024); he served as a director on Gryphon’s board from 2021-2025. Additionally, he has served as the Managing Director and Head of Metals & Mining at Cantor Fitzgerald where he provided research coverage in precious metals, base metals, lithium, and uranium. With deep experience in corporate governance and board leadership, he has held directorships at several mineral resource companies, including Skyharbour Resources Ltd. (March 2026-present), RecycLiCo Battery Materials (2025-present), Fission Uranium (2018-2024), Shine Minerals (2018-2024), and District Metals (2018-2020). He is well familiar with the uranium mining industry and is considered a subject matter expert by several media outlets. He was recognized by Bloomberg as the “Best Precious Metals Analyst” in 2016. Mr. Chang is frequently quoted by and a regular guest of several media outlets including Bloomberg, Reuters, CNBC, and the Wall Street Journal. Mr. Chang previously served as a Director of Research and Portfolio Manager at Middlefield Capital, a Canadian investment firm which managed $3 billion in assets. He was also on a five-person multi-strategy hedge fund team where he specialized in equity and derivative investments. Mr. Chang completed his MBA at the University of Toronto’s Rotman School of Management.

The Board of Directors has concluded that Mr. Chang is well qualified and should continue to serve as a director of the Company based on his contributions to the Board since 2018 and his extensive knowledge of financial markets, the financial services industry, and the uranium mining industry.

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Elmer Dyke is a recognized global leader in the commercial and government nuclear industry with over 25 years’ experience. Mr. Dyke has a Bachelor of Arts Degree in International Political Economy from Davidson College and served as a U.S. Army Officer for 13 years. Mr. Dyke’s professional career includes a tenure with the U.S. Department of State during which he directed international security programs, including nuclear nonproliferation and high technology projects and was detailed to the Departments of Defense and Commerce. Mr. Dyke has worked within global firms NAC International and Booz Allen Hamilton where he served as an expert on nuclear nonproliferation, strategy and nuclear fuel cycle. More recently, Mr. Dyke filled senior executive roles at Centrus Energy Corporation, a global nuclear fuel supplier and technical services provider. At Centrus Energy and in prior executive roles, Mr. Dyke led strategic planning and business development, financial performance, and risk management for the businesses. Currently, Mr. Dyke leads New Horizons Nuclear Associates, LLC, a global nuclear consulting firm that he formed in 2021. Mr. Dyke is intimately involved with the entire nuclear fuel cycle and has served terms on the boards of directors of the World Nuclear Association and the U.S. Nuclear Industry Council.

The Board of Directors has concluded that Mr. Dyke is well qualified and should continue to serve as a director of the Company based on his contributions to the Board since 2024, his role as a leader in the global nuclear fuel sector, his extensive experience serving as an executive in several nuclear energy-related businesses, and his experience serving on the boards of directors of significant industry organizations.

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Matthew Gili joined the Company in June 2025 as President. He was appointed Chief Executive Officer in December 2025 and joined the Company’s Board of Directors at that time. Mr. Gili is a seasoned mining executive who has more than two decades of proven senior leadership and extensive operational experience across several publicly traded mining companies. Throughout his career, Mr. Gili has built a reputation for driving operational excellence, strengthening organizational capability, and leading growth initiatives. Before joining Ur-Energy, he served as President and Chief Operating Officer of i-80 Gold Corporation, where he oversaw operational growth and advanced multiple development projects. He was also formerly the Chief Executive Officer of Nevada Copper Corporation, guiding the company through critical stages of project development and early operations.

Mr. Gili has held several senior leadership roles at some of the world’s largest mining companies. At Barrick, he served as Executive General Manager of the Cortez District before being promoted to Chief Technical Officer, where he provided

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strategic oversight of global technical functions. He also held leadership positions at Rio Tinto, including Managing Director of the Palabora Mining Company in South Africa and Chief Operating Officer of Oyu Tolgoi in Mongolia, where he led large, multicultural teams and delivered sustained operational improvements. Recognized for his commitment to safety, community engagement, and responsible development, Mr. Gili has served as Chairman of the Palabora Foundation, a South African nonprofit focused on community empowerment, and as Chairman of the Mongolian Safety Association. He holds a B.Sc. in Mining Engineering from the University of Idaho.

The Board of Directors has concluded that Mr. Gili is well qualified and should continue to serve as a director of the Company based on his role and service as the Chief Executive Officer and President of the Company, his strategic vision and commitment to operational excellence since joining the Company, and his proven senior leadership and extensive operational experience at publicly traded mining companies.

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Gary Huber is a mining executive with over 45 years of natural resources experience. Previously, Dr. Huber served as a director for Ur-Energy during 2007. Dr. Huber returned to serve as a director for Ur-Energy in 2015. In the interim, Dr. Huber served as President and CEO of Neutron Energy, Inc. (2007-2012), a privately held uranium company which was conducting project feasibility analyses as well as permitting of two uranium mines and a mill complex. Dr. Huber is the founder, in 2006, and managing member of Rangeland E&P, LLC, a private company established for oil and gas exploration. Dr. Huber served as an independent director of Gold Resource Corporation, a precious metal mining company. He was chairman of its audit committee and a member of the compensation committee. He also served as an independent director of Capital Gold Corp., a gold mining company with operations in Mexico, and served on its audit and corporate governance committees. Dr. Huber was one of the founders of Canyon Resources Corporation in 1979, initially for uranium exploration and subsequently transitioned to precious metal and industrial mineral exploration and production. From 1979 to 2006 with Canyon Resources, he served in various capacities, including as director, chief financial officer, vice president of finance, treasurer, and secretary. He also served as the president and chief executive officer of CR Minerals Corporation, an industrial minerals production subsidiary of Canyon Resources, from 1987 to 1998. Dr. Huber holds a Ph.D. in geology with a minor in mineral economics from Colorado School of Mines. He is a fellow of the Society of Economic Geologists, where he previously served as the chairman of its audit and investment committees; and a member of the Society for Mining, Metallurgy and Exploration, where he previously served as the chairman of the audit committee. Dr. Huber served as a director and treasurer of The Society of Independent Professional Earth Scientists, a not-for-profit professional group. He also has served as President of the Society of Independent Earth Scientists Foundation, which awards scholarships to undergraduate and graduate students majoring in the earth sciences fields. Dr. Huber formerly was a director of the Denver Gold Group, a not-for-profit industry association for publicly traded precious metal companies. Dr. Huber is a Utah registered Professional Geologist.

The Board of Directors has concluded that Dr. Huber is well qualified and should continue to serve as a director of the Company based on his contributions to the Company as a director (in 2007, and since his return to the Board in 2015), his extensive mining industry experience, including in areas of natural resources development and mining operations, and his executive management and finance experience, developed by serving as an executive officer and director of publicly-traded natural resource companies.

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Thomas Parker has worked extensively in senior management positions in the mining industry, having begun his career in the mining industry nearly 60 years ago. Mr. Parker is a mining engineer graduate from South Dakota School of Mines, with a master’s degree in Mineral Engineering Management from Penn State. Mr. Parker was President and CEO, and a director of U.S. Silver Corporation until his retirement in 2012. Prior to that, Mr. Parker was President and CEO of Gold Crest Mines, Inc., before which he was the President and CEO of High Plains Uranium, Inc., a junior uranium mining company acquired by Energy Metals in 2007. Mr. Parker also served for 10 years as Executive Vice President of Anderson and Schwab, a management consulting firm. Prior to Anderson and Schwab, Mr. Parker held many executive management positions, including with Costain Minerals Corporation, ARCO, Kerr McGee Coal Corporation and Conoco. He also has

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worked in the potash, limestone, talc, coal, and molybdenum industries and has extensive experience working in Niger, France, and Venezuela.

The Board of Directors has concluded that Mr. Parker is well qualified and should continue to serve as a director of the Company based on his contributions to the Company as a director since 2007, his service for the past 11 years as our Lead Director, and his nearly 60 years in the mining industry, including vast operational and executive management experience.

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John Paul Pressey had a nearly three-decade long career in the assurance practice at PricewaterhouseCoopers LLP, with 16 years as a partner. With a Bachelor of Commerce degree from the University of Alberta, Mr. Pressey is a Chartered Professional Accountant with extensive experience working with U.S. and Canadian publicly traded companies in the mining industry, and other industries including manufacturing, utilities, and alternative energy. His experience includes acquisitions and capital markets transactions, working with clients to identify and implement practical business solutions to accounting, audit and financial issues. Well-respected for his ethics and integrity, Mr. Pressey spent six years at PricewaterhouseCoopers as its Assurance Leader for British Columbia, overseeing all aspects of PricewaterhouseCoopers’ assurance results and operations for that province. In this role, he was part of PricewaterhouseCoopers’ National Assurance Leadership group, which directed the strategy and was responsible for PricewaterhouseCoopers’ Canadian assurance results. Mr. Pressey has significant experience presenting to and working with boards of client companies and has facilitated sessions at the Institute for Corporate Directors.

The Board of Directors has concluded that Mr. Pressey is well qualified and should continue to serve as a director of the Company based on his contributions to the Board since 2024, his expertise in finance, accounting, and audit matters, and his extensive experience working with publicly traded companies to implement business plans, including working with and presenting to the boards of directors of those client companies.

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With nearly 40 years of experience in the international and domestic energy, mining, and financial industries, Kathy Walker brings a wealth of knowledge to our board. Ms. Walker is the CEO of Elm Street Resources, Inc., an energy marketing company that she founded 35 years ago. Prior to Elm Street Resources, Ms. Walker honed her business and management expertise serving as the Controller of ENI, the Italian National Energy Agency’s subsidiary, Agip Coal, USA, and in various management roles at GE’s mining subsidiary, Utah International (Sierra Coal Company). Beyond her corporate achievements, Ms. Walker is also the founder and CEO of the eKentucky Advanced Manufacturing Institute, a revolutionary, high-tech workforce development training center that equips workers with the skills needed for 21st-century positions in advanced manufacturing.

Ms. Walker’s commitment to professional and community development extends well past her business and board roles. She has served on numerous boards of directors and trustees for various organizations, including the National Coal Council, the Ireland Chamber of Commerce in the United States, Morehead State University (Chair), Xavier University’s International School of Business, First Security Bank, Great Nations Bank, the Kentucky Coal Association, and the Kentucky Judicial Campaign Conduct Committee. Ms. Walker is also a member of several regional economic development boards. Ms. Walker holds an MBA from Xavier University.

The Board of Directors has concluded that Ms. Walker is well qualified and should continue to serve as a director of the Company based on her contributions to the Company as a director since 2017, her extensive energy-related business experience, including in areas of sales and marketing, and her executive management and finance expertise, developed by serving as an executive officer and director of various entities.

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Appointment of Auditor

The Audit Committee selected and has recommended the independent accounting firm of BDO USA, P.C. with respect to the audit of our financial statements for the year ended December 31, 2026. At the Meeting, it is proposed to re-appoint BDO USA, P.C., as auditors of the Company, to serve until the next annual meeting of shareholders with their remuneration to be fixed by the Board of Directors.

We expect that our Audit Partner from BDO USA, P.C., will participate in our Meeting virtually, online or by telephone.

Independent Accountant Fees and Services

BDO USA, P.C. has been the auditors of Ur-Energy since their appointment on October 1, 2024. The fees for audit and audit-related services performed by BDO USA, P.C., in relation to our financial years ended December 31, 2025 and 2024, accrued or paid in US dollars, were as follows:

Audit Committee’s Pre-Approval Practice

All services reflected in the preceding table for 2025 and 2024 were pre-approved in accordance with the policy of the Audit Committee of the Board of Directors.

It is proposed to approve an ordinary resolution to re-appoint the firm of BDO USA, P.C., as auditors of the Company to hold office until the close of the next annual meeting of shareholders or until BDO USA, P.C. is removed from office or resigns, and to authorize the Board of Directors of the Company to fix the remuneration of BDO USA, P.C. as auditors of the Company.

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Recommendation of Ur-Energy’s Board of Directors

The Board of Directors recommends that the shareholders vote FOR the re-appointment of BDO USA, P.C. and to authorize the Board of Directors of the Company to fix the remuneration of BDO USA, P.C. as auditors, and unless a shareholder gives instructions on the proxy card to the contrary, the proxies named thereon intend to so vote.

The approval of Proposal No. 2 requires the approval of a majority of the votes cast by shareholders (either in person or by proxy) at the Meeting.

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In accordance with SEC rules, our shareholders will be asked at the Meeting to cast a non-binding advisory vote on the compensation of our Named Executive Officers as disclosed in this Circular, including the disclosures under “Compensation Program” and “Executive Compensation” and the compensation tables and related narrative disclosure. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the policies and practices described in this Circular.

We conducted a similar advisory vote in 2025 and approximately 95% of the votes cast were in favor of the compensation of our Named Executive Officers. This vote is advisory, which means that its outcome is not binding on the Company, the Board of Directors, or the Compensation Committee of the Board of Directors.

The Compensation Committee and the Board of Directors believe that our compensation policies and procedures are effective in achieving our goals and will continue to be as we continue to ramp up commercial operations and production at our Lost Creek Property and begin production operations at our Shirley Basin Project, our second uranium recovery facility. As described under “Compensation Program,” our compensation program is designed to motivate executive officers and employees to achieve pre-determined objectives without taking excessive risks; provide competitive base salary compensation and benefit programs to attract and retain highly qualified executives and employees; encourage an ownership mentality; and fundamentally to support the achievement of results. We believe that the Company’s compensation program, with its balance of (i) competitive salary ranges; (ii) short-term incentives (including cash bonus awards and performance conditions for such awards); (iii) long-term incentives (including equity awards of stock options and restricted share units that vest over varied periods of two to three years); and (iv) share ownership guidelines for executive officers, encourages and rewards sustained performance that is aligned with long-term shareholder interests.

Shareholders are encouraged to read both the “Compensation Program” and “Executive Compensation” sections below, as well as the compensation tables and related narrative disclosure.

If the advisory vote on Proposal No. 4 (“say-when-on-pay”) concludes that we will continue with an annual say-on-pay advisory vote, then the next say-on-pay advisory vote will occur at our annual meeting in 2027.

Shareholders will be asked to approve the following ordinary resolution (the “Advisory Vote on Named Executive Officer Compensation Resolution”) at the Meeting:

BE IT RESOLVED THAT the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the Company’s Management Proxy Circular for this annual and special meeting of shareholders, including the “Compensation Program” and “Executive Compensation” sections and the compensation tables and related narrative disclosure.

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Recommendation of Ur-Energy’s Board of Directors

The Board of Directors recommends that shareholders vote FOR approval of the Advisory Vote on Named Executive Officer Compensation Resolution.

The approval of the advisory vote on Proposal No. 3 requires the affirmative vote of a majority of the Common Shares present at the meeting (either in person or by proxy). Although the advisory vote is non-binding, the Board will review the results of the vote and will take the results of the vote into account in determinations concerning executive compensation.

Proposal No. 4: Vote, on an Advisory Basis, for the Frequency of “Say-on-Pay” Votes (“Say-When-on-Pay”)

Advisory Vote on Frequency of Votes on Named Executive Officer Compensation

Under the applicable SEC rules relating to Named Executive Officer compensation, shareholders shall provide an advisory, non-binding, vote on whether future advisory votes on Named Executive Officer compensation should occur every year, every two years, or every three years. Alternatively, shareholders may abstain from voting. The Dodd-Frank Act requires the Company to hold the advisory vote on the frequency of the say-on-pay vote at least once every six years. The next vote on the frequency of the say-on-pay will be held at our 2032 annual meeting of shareholders.

For the past six years, since our last “say-when-on-pay” vote, we have conducted a say-on-pay vote each year. Our Board of Directors believes that continuing with an annual vote is the optimal frequency for the say-on-pay vote to keep our shareholders apprised of our compensation program and any changes thereunder.

This advisory vote on the frequency of the say-on-pay vote is not binding on the Company, the Board of Directors, or the Compensation Committee of the Board of Directors.  However, the Board of Directors will consider the result of the vote when determining the frequency of future say-on-pay votes. The choice among the three choices as to the frequency of say-on-pay votes included in the resolution that receives the highest number of votes will be deemed the choice of the shareholders.

After careful consideration of the frequency alternatives, the Board believes that conducting an advisory vote on Named Executive Officer compensation on an annual basis is appropriate for the Company and its shareholders at this time.  However, shareholders may vote for their preferred voting frequency by choosing the option of one year, two years, or three years, or may abstain from voting, in response to the following resolution:

BE IT RESOLVED THAT the shareholders determine that, on an advisory basis, the preferred frequency of an advisory vote on the compensation of the Company’s Named Executive Officers as set forth in the Company’s Management Proxy Circular should be every year, every two years, or every three years.

The Board of Directors recommends that shareholders vote ANNUALLY for advisory votes on the frequency of future votes on Named Executive Officer compensation.

The approval of the advisory vote on Proposal No. 4 requires the affirmative vote of a majority of the Common Shares present at the meeting (either in person or by proxy). Although the advisory vote is non-binding, the Board will review the results of the vote and will take the results of the vote into account in determinations concerning executive compensation.

Proposal No. 5: Approval of the Renewal of the Ur-Energy Inc. Amended and Restated Stock Option Plan

At the Meeting, shareholders will be asked to consider, and if deemed advisable, to pass, a resolution substantially in the form set out below, to ratify, confirm, and approve the renewal of the Ur-Energy Inc. Amended and Restated Stock Option Plan 2005, as amended (the “Option Plan”). The Board of Directors wishes to renew the Option Plan, which was previously ratified, confirmed, and approved at meetings of shareholders of the Company in June 2023, May 2020, May 2017, April 2014, April 2011, and May 2008.

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The rules of the Toronto Stock Exchange (“TSX”) provide that a stock option plan of an issuer must be approved by its securityholders every three years after its institution if the plan does not have a fixed maximum number of securities issuable thereunder, which is the case for our Option Plan, which provides that the maximum number of Common Shares available for issuance thereunder is equal to 10% of the number of Common Shares outstanding at the time of grant.

At the Meeting, shareholders will therefore be asked to consider, and if deemed advisable, to approve, with or without variation, the unallocated options, rights, or other entitlements with respect to treasury issuances under the Option Plan and the grant of options until June 4, 2029, which is the date that is three years from the date of the Meeting.

The Board of Directors is of the view that it is in the best interests of the Company to approve and renew the Option Plan, which will continue to enable the Board of Directors to grant options to directors, officers, employees, and consultants of the Company and its subsidiaries as a means of attracting and retaining highly-qualified directors, officers, employees, and consultants who will be motivated towards the success of the Company as we continue to execute our strategic growth plans, including the continued optimization of operations at Lost Creek and the ongoing construction and expected production operations at Shirley Basin, our second uranium recovery facility, in a safe and compliant manner. The Option Plan is also a means to encourage share ownership in the Company by directors, officers, employees, and consultants who work on behalf of the Company.

No modification to the Plan is proposed. There is no request to increase the percentage number of shares available for issuance under the Plan.

The Option Plan, as approved and ratified by the Board of Directors, is summarized in more detail under the heading “Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan,” below. A copy of the Option Plan is attached to this Circular as Schedule A. A shareholder may also obtain a copy of the plan from the Corporate Secretary of the Company upon request at 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127, telephone 720-981-4588.

If, at the Meeting, the shareholders of the Company do not approve all unallocated options with respect to treasury issuances available under the Option Plan, all currently outstanding options will be unaffected; however, the Company will not issue any further options under the Option Plan, and any outstanding options that are thereafter cancelled or expire will not be available for re-grant, until shareholder approval is obtained.  

Accordingly, shareholders will be asked to approve the following resolution (the “Option Plan Resolution”) at the Meeting:

BE IT RESOLVED THAT:

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Recommendation of Ur-Energy’s Board of Directors

After careful consideration, the Board of Directors has determined that the Option Plan continues to be in the best interests of the Company’s shareholders. The Board of Directors approved the renewal of the Option Plan and recommends approval of the Option Plan Resolution by the Company’s shareholders. The Board of Directors unanimously recommends that the shareholders vote FOR the Option Plan Resolution.

The approval of Proposal No. 5 requires the approval of a majority of the votes cast by shareholders (either in person or by proxy) at the Meeting.

The Company has applied to the Toronto Stock Exchange (“TSX”) for an exemption under Section 602.1 of the TSX Company Manual (the “TSX Manual”) for an Eligible Interlisted Issuer (as defined in TSX Manual) to the requirement under Section 613(d) of the TSX Manual to preclear this Circular and the Company’s other meeting materials with the TSX in connection with Proposal No. 5 for shareholder approval of the Option Plan. The TSX has confirmed its acceptance that the Company may rely on the exemption under Section 602.1 and that the TSX will not apply its standards for this purpose.

At April 8, 2026, there were 50 employees and seven non-executive directors who are eligible to participate in the Option Plan.

As at April 8, 2026, the closing price of our Common Shares on the NYSE American was US$1.53 and on the TSX was C$2.13.

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MANAGEMENT

Identification of Executive Officers

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Matthew Gili joined the Company in June 2025 as President. He was appointed Chief Executive Officer in December 2025 and joined the Company’s Board of Directors at that time. Mr. Gili is a seasoned mining executive who has more than two decades of proven senior leadership and extensive operational experience across several publicly traded mining companies. Throughout his career, Mr. Gili has built a reputation for driving operational excellence, strengthening organizational capability, and leading growth initiatives. Before joining Ur-Energy, he served as President and Chief Operating Officer of i-80 Gold Corporation, where he oversaw operational growth and advanced multiple development projects. He was also formerly the Chief Executive Officer of Nevada Copper Corporation, guiding the company through critical stages of project development and early operations.

Mr. Gili has held several senior leadership roles at some of the world’s largest mining companies. At Barrick, he served as Executive General Manager of the Cortez District before being promoted to Chief Technical Officer, where he provided strategic oversight of global technical functions. He also held leadership positions at Rio Tinto, including Managing Director of the Palabora Mining Company in South Africa and Chief Operating Officer of Oyu Tolgoi in Mongolia, where he led large, multicultural teams and delivered sustained operational improvements. Recognized for his commitment to safety, community engagement, and responsible development, Mr. Gili has served as Chairman of the Palabora Foundation, a South African nonprofit focused on community empowerment, and as Chairman of the Mongolian Safety Association. He holds a B.Sc. in Mining Engineering from the University of Idaho.

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Roger Smith has 35 years of mining and manufacturing experience including finance, accounting, IT, ERP and systems implementations, mergers and acquisitions, audit, tax, and public and private reporting in international environments. Mr. Smith served as Ur-Energy’s Chief Financial Officer and Vice President Finance, IT and Administration until 2011, when he assumed the title and responsibilities of Chief Administrative Officer as well as Chief Financial Officer. Mr. Smith joined the Company in 2007, after having served as Vice President, Finance for Luzenac America, Inc., a subsidiary of Rio Tinto PLC, and Director of Financial Planning and Analysis for Rio Tinto Minerals, a division of Rio Tinto PLC, from 2000 to 2007. Mr. Smith has also held such positions as Vice President Finance, Corporate Controller, Accounting Manager, and Internal Auditor with companies such as Vista Gold Corporation, Westmont Gold Inc., and Homestake Mining Corporation. He has a Master of Business Administration and Bachelor of Arts in Accounting from Western State Colorado University, Gunnison, Colorado.

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Steven Hatten was named Ur-Energy’s Chief Operating Officer in 2022. Mr. Hatten previously served as Vice President Operations for the Company since 2011. Prior to that, Mr. Hatten was Ur-Energy’s Engineering Manager from 2007 to 2010 and Director of Engineering and Operations from 2010 to 2011. He has more than 35 years of experience in uranium production with a strong background in in situ recovery uranium design and operations. He previously worked as a Project Engineer for Power Resources, Inc., Manager, Wellfield Operations for Rio Algom Mining Corp., and Operations Manager at Cameco’s Smith Ranch – Highland Facility. Mr. Hatten has a Bachelor of Science in Petroleum Engineering from Texas Tech University.

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Alex Ritchie joined the Company in January 2026 as General Counsel and Corporate Secretary. He has more than 25 years of diverse legal, executive and business experience. He was in private practice from 1999-2009, including nine years at a prominent Denver law firm, where he represented mining and energy clients on billions of dollars of transactions. From 2009 to 2012, Mr. Ritchie served as senior corporate counsel for the U.S. subsidiary of an international oil and gas company, where he worked on environmental, major project, acquisition and divestiture, contract, and corporate matters. Before law school, he was a public accountant for three years at KPMG. Mr. Ritchie has been a thought leader and educator on natural resources law. From 2017 until joining Ur-Energy in January 2026, he was the Executive Director of The Foundation for Natural Resources and Energy Law (formerly the Rocky Mountain Mineral Law Foundation). From 2012 to 2017, he was an associate professor of law at the University of New Mexico School of Law where he taught natural resources, property, and business law. Mr. Ritchie obtained his J.D. from the University of Virginia School of Law and his B.S.B.A in accounting from Georgetown University.

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Ryan Schierman joined Ur-Energy in 2024 as Vice President Regulatory Affairs. Prior to joining Ur-Energy, Mr. Schierman held numerous positions in management, most recently at Fluor/Idaho Environmental Coalition, contractors to the U.S. Department of Energy, at the Idaho Cleanup Project. Mr. Schierman has also held several positions in the uranium recovery industry, gaining expertise in regulatory relations and compliance, licensing, and environmental health and safety. As the Wyoming Uranium Recovery Program Manager (2015-2020), Mr. Schierman was critical in assisting Wyoming to become the 38th U.S. Nuclear Regulatory Commission Agreement State, the first ever partial agreement for material solely at uranium recovery operations. Mr. Schierman earned a B.S. in Environmental Science from Brigham Young University and a M.Sc. in Health Physics from Idaho State University and is a Certified Health Physicist.

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Jade Walle joined the Company as Vice President Finance in September 2025. He is a Certified Public Accountant with 30 years of experience. He most recently was an audit partner with PricewaterhouseCoopers LLP (PwC) from 2011 to 2024, having begun his career there in 1996. Over his tenure, he has served clients in numerous industries, including publicly traded energy and mining companies, with assignments in Tulsa, London, Houston, and Denver. Mr. Walle’s technical background includes service in PwC’s Global Capital Markets Group in London (1999-2002), where he assisted non-U.S. companies with U.S. capital market transactions and SEC reporting. He also held leadership roles overseeing a division of PwC’s Center of Excellence and its Acceleration Center in India, which provided outsourced services to more than 75 U.S. audit clients. He serves on the Oklahoma State University School of Accounting Advisory Board and is a board member of both Americans for Fair Taxation and Centerwill, Inc., a nonprofit supporting widow and orphan care in Kenya. Previously, he served on the board of Junior Achievement. Mr. Walle is licensed as a CPA in Oklahoma, Texas, and Colorado, and holds B.Sc. and M.Sc. degrees in Accounting from Oklahoma State University.

COMPENSATION PROGRAM

We are a “smaller reporting company” as defined by SEC regulations. As a result, we are not required to include a comprehensive Compensation Discussion and Analysis in this Circular. We are providing, voluntarily, certain of the information that would typically be contained in a Compensation Discussion and Analysis section in an effort to provide our shareholders with additional information regarding our executive compensation policies, practices, and plans, and in order to provide context for your consideration of our advisory ‘say on pay’ proposal.

Compensation Program

We believe that the caliber and commitment of our executive officers are critical to our continued success and performance and the overall commitment of all our employees. The Compensation Committee reviews and makes recommendations to the Board with respect to the overall approach to compensation for all our employees, and specifically with respect to our executive officers, including the Chief Executive Officer, and the remuneration of directors.

Our named executive officers for 2025 (“Named Executive Officers” or “NEOs”) were

We maintain a compensation program in which both performance and compensation are routinely evaluated. Further, we maintain a program in which:

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Our compensation program is designed to effectively link compensation to performance as demonstrated by the completion by our executive officers of corporate and personal objectives that are designed to drive creation of shareholder value. The Compensation Committee believes that it is important to maintain a defined connection between achievements and compensation payout. The Committee has thoughtfully reviewed the metrics and priorities most appropriately used to establish and maintain that connection. In doing so, the following has been considered:

The objectives of our compensation program are to support the achievement of results; motivate executive officers to achieve pre-determined objectives without taking excessive risks; provide competitive compensation and benefit programs to attract and retain highly qualified executives; and encourage an ownership mentality, which is further augmented through share ownership guidelines for all executive officers.

Our compensation program continues to follow the same progression throughout the year:

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Compensation Structure

Our compensation program consists of base salary, short- and long-term incentives, and other perquisites. The components of total direct compensation relate to performance as follows:

Employment Agreements with Named Executive Officers

We have employment agreements with each of our named executive officers. The agreements contain standard employment provisions, as well as salary, entitlement to a cash short-term incentive bonus to be determined in the discretion of the Board of Directors, and statements of eligibility for Company benefits (e.g., health and wellness benefits, paid time off, 401(k) retirement plan) and our equity compensation plans (Stock Option Plan and RSU&EI Plan). The agreements also provide for post-termination obligations of the executives (one-year non-solicitation provisions applicable to all executive officers; and a one-year non-competition provision in the agreement of Mr. Hatten and in the surviving provisions of the agreement of Mr. Cash).

Post-termination obligations of the Company with respect to the executive officers, including in an event of change of control, are discussed and summarized below under the heading “Potential Payments Upon Termination or Change of Control.” The Compensation Committee reviews the employment agreements of and the compensation program for the executive officers on a periodic basis.

Objectives to be Met Through “Pay Mix”

Our compensation program is designed to provide motivation and incentives to our executive officers and employees with a view toward enhancing shareholder value and successfully implementing our corporate objectives. The compensation program accomplishes this by rewarding performance that is designed to create shareholder value. The portion of variable, at-risk, performance-based compensation is commensurate to an executive officer’s or employee’s position and increases as their respective level of responsibility increases. Further, the mix and structure of compensation is designed to strike an appropriate balance to achieve pre-determined objectives without motivating excessive risk taking.

Our share price may be heavily influenced by changes in uranium and other commodity prices, which are outside of our control. Additionally, in recent years, geopolitical developments and public and governmental support for (or in opposition to) nuclear energy have affected our share price in ways that we are unable control. As a result, the compensation program is designed to focus on areas where the executive officers and employees have the most influence. To achieve this, a combination of operational, growth, environmental, health, and safety, financial, and other business criteria are utilized when selecting continuing corporate objectives and establishing an appropriate combination of pay.

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The compensation structure and “pay mix” in place for our CEO and other executive officers is as follows:

The characteristics of the compensation program’s mix of pay as they relate to the executive officers include:

The incentive compensation actually received by the executive officers varies based on individual performance and the achievement of corporate and personal objectives and is ultimately subject to the discretion of the Compensation Committee and the Board of Directors.

Components of Compensation

Base Salary

Base salary is the fixed portion of cash compensation earned by and paid to our executive officers and employees. We seek to identify levels of base salary or wage that will aid in attracting and retaining quality employees. Base salaries for all employees are reviewed at least annually by management. The Compensation Committee reviews the base salary for each executive officer routinely or upon a promotion or other change in job responsibility based on the individual’s level of responsibility, the importance of the position, and the individual’s contribution to our overall performance. The Compensation Committee also assesses the base salaries of the executive officers relative to a group of peer companies with similar scope and operations to ensure that base salaries are positioned competitively with executive officers in similar roles at peer companies. Our overall objective remains to provide a competitive base salary designed to recruit and retain qualified, high-performing executives, while responsibly administering our budget and achieving our corporate objectives.

Short-Term Incentive Plan

In addition to base salary, total cash compensation includes variable (at risk) short-term cash bonus incentive compensation. Bonus awards under our short-term incentive plan (“STIP”) are calculated using a formula that is based on: (i) performance of the Company relative to corporate objectives that are established by the Chief Executive Officer and reviewed and approved by the Compensation Committee and the Board of Directors; and (ii) individual performance

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relative to personal objectives that are established by the Board of Directors, in the case of the Chief Executive Officer, and the Chief Executive Officer, in the case of our other executive officers. The STIP is designed to incentivize and reward the achievement of both corporate and individual performance results. For executive officers, the relative weighting of corporate and individual objectives is structured to impose a greater degree of accountability and personal responsibility for the Company’s business objectives and overall success than for other employees. This portion of our compensation program was also developed through consideration of peer group practices and other standards.

For 2025, the Company’s corporate objectives were assessed under categories for Operations; Growth; Environmental, Health, and Safety (“EHS”); and Corporate Services. Company performance based on these categories is discussed below under “2025 Performance Highlights.”

As in recent prior years, we use a four-point scale to assess performance against both corporate objectives and personal objectives. Quantifiable objectives are measured based on three performance levels, Threshold, Target, and Maximum, where Threshold represents 80% of target performance, Target represents 100% of target performance, and Maximum represents 120% or more of target performance. For objectives based on qualitative factors or that include multiple measures, Target performance corresponds to a score of 3.0 on the four-point scale, which represents a ‘reasonable stretch’ level of performance. Threshold performance corresponds to a score of 2.0, representing partial but not fully successful performance. Maximum performance corresponds to a score of 4.0 on the scale, representing superior performance. Each objective is assigned a weighting based on its relative importance to overall performance. Once performance is assessed for each objective, weighted scores are aggregated to determine an overall performance score.

An overall score of 2.0 (Threshold) or higher is required for a STIP payout, and no payout is made if the Threshold level is not achieved. A score at or above the Threshold results in a STIP payout at a percentage (multiplied by the applicable target percentage of base salary), which is determined as follows: a score at Threshold results in a STIP payout at 50%; a score between 2.0 (Threshold) and 3.0 (Target) results in a prorated STIP payout between 50% and 100%; a score at 3.0 (Target) results in a STIP payout at 100%; a score between 3.0 (Target) and 4.0 (Maximum) results in prorated STIP payout between 100% and 150%; and a score at or above 4.0 (Maximum) results in a STIP payout at 150%.

As described above, to determine STIP awards, corporate objective performance and personal objective performance are weighted and applied to a target percentage of base salary. The target percentages and weights that were used to determine STIP awards for 2025 for our President and Chief Executive Officer and our other executive officers were as follows:

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Actual STIP awards are based on performance for the year and are typically paid in the following year after our year-end results are evaluated. We calculate the STIP awards as follows:

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Long-Term Equity Incentives

The long-term incentive plan (“LTIP”) includes our Option Plan and the RSU&EI Plan (which are together referred to as the “Equity Plans”). The Equity Plans together form a long-term incentive for eligible employees, including executive officers, and in the case of the Option Plan, our consultants. Eligibility for participation and awards under the Equity Plans are determined by the Compensation Committee, considering the recommendations of the Chief Executive Officer (and, for the Chief Executive Officer, by the Board of Directors, considering the recommendations of the Compensation Committee). The purposes of the Equity Plans are to provide eligible participants with the opportunity to own Common Shares of the Company, enhance the Company’s ability to attract, retain, and motivate key personnel, and align each participant’s interests with those of the Company’s shareholders. Awards made under the Equity Plans are based on a pre-established formula that is tied to base salary and our compensation structure. The LTIP target for our President and Chief Executive Officer is 80% of his base salary, and the LTIP target for our other executive officers is 60% of their base salary. A more detailed discussion of the Equity Plans is below under “Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan.”

Perquisites Including Benefits

We provide employees, including our executive officers, with perquisites including personal benefits that we believe are reasonable and consistent with the overall compensation program to better enable us to attract and retain quality employees. We periodically review the types and levels of perquisites provided to executive officers and other employees to ensure competitiveness and value. Executive officers participate on the same terms as other eligible employees in our healthcare and other benefit programs, including a 401(k) retirement plan (with Company match); medical, prescription drug, dental, vision, short- and long-term disability, life and supplemental life insurances; an employee assistance program; and health and dependent care flexible spending accounts.

Compensation Risk Assessment

The charter for our Compensation Committee requires the Committee to review and consider the implications of the risks associated with our compensation policies and practices to avoid encouraging inappropriate risk taking by executive officers. The Compensation Committee has undertaken reviews of this type in conjunction with periodic reviews of the compensation program, including most recently in January 2026. The Committee has implemented and maintained multiple practices to ensure that there are not incentives to take inappropriate or excessive risks, including combining fixed and variable compensation, granting appropriate levels of equity compensation, and mandating equity ownership requirements for executive officers and directors which are routinely reviewed. As discussed elsewhere, we have also implemented insider trading, anti-hedging, anti-pledging and clawback policies. Based on the Compensation Committee’s review, we do not believe that the Company’s executive or non-executive compensation structure is reasonably likely to have a material adverse effect on the Company.

Compensation Program and Peer Group

The Compensation Committee from time to time undertakes thorough reviews of our compensation program, which may include a review of some or all of (a) competitive market data, (b) pay grades, (c) share ownership guidelines, (d) short-term cash incentive bonuses, and (e) long-term incentives in the form of equity compensation, as well as the overarching review of the proper components of the program and best utilization of each component.

The Compensation Committee last completed a thorough review of our executive compensation in 2022. To assist with that review, the Committee retained Roger Gurr & Associates (“RG&A”) to review and analyze aspects of our compensation program, including our executive compensation, executive compensation program structure, and our peer group companies. In addition to comparing our compensation program and practices to those of peer companies, RG&A extended its review as necessary to other available data where peer data provided insufficient depth for a particular executive position and compensation.

Our peer group, as informed by RG&A and as updated, provides a foundation for us to compare our compensation program and practices to peer companies. Peer companies have been selected that are similar in size, complexity, and risk profile, with market capitalization within a specified range. The compensation programs of prospective peers were also considered in the selection to ensure similarity in compensation components and policies and to note differences to be considered. The criteria considered to select our peer group included having corporate head offices in North America to best reflect

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the primary source of executive and board talent, common share listings on North American stock exchanges, operating companies in production in the extraction industries (uranium, precious metals mining, and energy-related production), ongoing exploration and development activities, and operations and projects in low-risk jurisdictions.

The peer group approved by the Board for 2025, as informed by RG&A and as adjusted for corporate changes among the peers, includes five uranium producers and explorers, six other mining companies (e.g., gold, silver), and four other energy-related and specialty metals companies, each with similar revenues, total assets, and market capitalization. Generally, our ranking is in the mid-range of the peer group relative to those criteria. The Company’s peer group for 2025 was as follows:

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As part of our succession planning efforts, the Company hired two new executive officers in 2025: Mr. Gili joined the Company as President in June 2025 and was appointed Chief Executive Officer in December 2025 upon the retirement of Mr. Cash; and Mr. Walle joined the Company in September 2025 as Vice President Finance. In addition, Mr. Ritchie joined the Company in January 2026 as General Counsel and Corporate Secretary. In setting the base salaries of these executive officers, the Compensation Committee considered the compensation of those in similar positions at peer companies, the base salaries of our other executive officers, the recommendations of the Chief Executive Officer, and the overall compensation program of our executive officers, which apply to all our executive officers, include our recent hires.

To remain competitive and attract new talent for our Shirley Basin Project, all our non-exempt employees received a substantial per hour increase in their hourly wages in 2025. No modifications were made to our executives’ compensation in 2025, except for cost-of-living (COLA) adjustments in October 2025, when all employee wages and salaries were adjusted under our policies and practices.

No update was provided in 2025 by an independent compensation consultant. However, the Compensation Committee has retained Zayla Partners (“Zayla”) to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and overall executive compensation program relative to the peer group and survey data. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis. See also the discussion below under the heading “2026 Compensation Program.”

2025 Performance Highlights

We are pleased to share highlights of our 2025 corporate performance and provide information about our performance relative to our corporate objectives. Our Operations objectives, which were considered our most important objectives and accounted for a combined weight of more than 50% of our overall corporate score, were focused on making significant progress on the construction of our second in situ recovery (“ISR”) mine and related satellite plant at our Shirley Basin project, making plant and process improvements at Lost Creek, and increasing U₃O₈ production. Our Growth objectives included advancing our Lost Solider and North Hadsell projects and research and development (“R&D”) activities. Our Environmental, Health, and Safety (“EHS”) objectives were focused on continuing to prevent harm to the environment and constant improvement of our safety performance, and our Corporate Services objectives related to finance, human resources, and information technology.

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Operations Objectives

Shirley Basin Construction

In spring 2024, we initiated engineering and development activities at our Shirley Basin Project, our second in-situ recovery (“ISR”) uranium facility. The Company plans three relatively shallow mine units (“MUs”) at the project. We are constructing a satellite plant at Shirley Basin, from which resin loaded with U₃O₈ produced from the wellfield will be sent to Lost Creek for processing, drying, and drumming.

Drilling and wellfield development at Shirley Basin progressed well in 2025 following mobilization of rigs to the site in 2025 Q2. As of December 31, 2025, we had pilot drilled 150 production wells and 251 injection wells, the majority of which had been cased and completed. Delineation and exploration drilling were completed historically, allowing for focused construction and development of MU1. During 2025, our Casper construction shop completed and delivered the first two header houses (“HHs”) for Shirley Basin and made progress on three additional HHs.

The modular main office complex was delivered and installed in 2025, and all electrical, IT, and plumbing work was efficiently completed for occupancy. Our professional and management staff are now working from the ~10,000 sq. ft. office complex. We completed significant additional Shirley Basin construction and development during the 2024-2025 program to prepare for operations: the first two evaporation ponds were installed with piping being completed; the existing road was upgraded to an all-weather surface; all monitor wells for the first MU were installed; power between the historical substation and the site for the satellite plant was installed; communications and security systems were installed; and the septic system for the satellite plant enclosure was installed. We also completed the refurbishment of the existing warehouse, construction bay, and maintenance bay, including installation and furnishing of modular offices for these buildings. A new drilling support building was also constructed.

By 2025 Q4, the foundation was installed and construction of the metal plant building had commenced, and we had installed all IX columns and set several fiberglass tanks. While we significantly advanced construction, we expect construction activities inside the plant will continue in 2026 to complete the production phase of the facility. Commissioning of site operations, followed by ramp up, is expected to continue throughout 2026. Subsequently, we plan the installation of phase two operations, including wastewater disposal.

By the end of 2026 Q1, we had begun circulating fluid between the wellfield and the plant. We expect that Shirley Basin will be ready to commence shipments of U₃O₈ loaded resin to Lost Creek by summer 2026, subject to receipt of additional regulatory approvals. An inspection by the Wyoming Department of Environmental Quality will be conducted when all production circuits are complete and Shirley Basin is ready for transportation of resin to Lost Creek for processing, drying, and drumming.

We look forward to the commencement of commercial production operations at Shirley Basin. With a licensed wellfield capacity of one million pounds U₃O₈ per year, it will diversify our production sources and further support our efforts to remain a leading U.S. uranium producer.

Lost Creek Plant and Process Improvements

Commissioning new production areas at Lost Creek, including the recovery of U₃O₈ in MU2 and the restart of plant operations have not unexpectedly been accompanied by start-up issues. As the plant has been recommissioned, equipment and process issues have been identified to optimize operations and increase flow rates from the wellfield to the plant. Although optimization efforts are continuing, numerous improvements were completed during 2025, including upgrades to the dryer vacuum system, the reverse osmosis water treatment system, and the deep disposal wells.

In addition, the construction team at our Casper construction shop completed and shipped three HHs for field installation in MU2 and advanced work on three additional HHs. As operations continued to ramp up at Lost Creek in 2025, wellfield delineation and development continued in MU2, MU1 Phase 2, and MUs 4 and 5. All remaining planned HHs in MU2 came online in 2025, and development of MU1 Phase 2 advanced enough in 2025 to allow three HHs to be brought online in 2026 Q1.

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To address remaining operational issues, management developed a business improvement plan for Lost Creek in 2025 organized by strategic area and action item, identifying the responsible department and required resources for each action item. Management completed many of the action items in 2025 and has been closely tracking the status of the items that remain in progress.

U₃O₈ Production

In 2025, we captured 370,893 pounds U₃O₈, drummed 410,400 pounds U₃O₈, and sold 440,000 pounds U₃O₈. This represented increases compared to 2024 of 105,147 pounds U₃O₈ captured and 161,231 pounds U₃O₈ drummed, and a decrease of 130,000 total pounds U₃O₈ sold. Although total pounds sold decreased from 2024 to 2025, our produced pounds sold increased from 270,000 pounds in 2024 to 330,000 in 2025, and our non-produced pounds decreased from 300,000 pounds in 2024 to 110,000 pounds in 2025.

Our production increases from 2024 to 2025 led to lower cash and non-cash costs per pound sold (exclusive of taxes), higher U₃O₈ profit per pound sold, and higher U₃O₈ profit margin. The combined 2025 average price per pound sold was $61.77 and the average cost per pound sold was $55.52. Average profit per pound sold was $6.25, which was a $12.44 per pound improvement from the loss per pound sold of $6.19 in 2024. Produced and non-produced pounds sold in both 2024 and 2025 were delivered primarily into sales contracts that were executed in 2022 when the long-term price was between $43 and $52 per pound.

Although we significantly increased pounds captured and drummed from 2024 to 2025, these increases were less than our performance objective for production.

Overall Operations Performance

We made significant strides on wellfield and plant construction and installation at Shirley Basin and on upgrades and performance improvement planning at Lost Creek that we determined met our performance objectives. As an operating uranium mining company, however, our production objective was our most heavily weighted single performance objective for 2025. Although our management and staff continued to overcome operational, equipment, and personnel challenges during 2025, the negative effect of the underperformance of our production objective resulted in a combined Operations performance score that met the threshold minimum but underperformed the target.

Growth Objectives

Although Lost Creek and Shirley Basin remained our priorities in 2025 (and will continue to be our priorities in 2026), we advanced efforts in 2025 to grow our potential resource base, meeting our performance objectives relating to our exploration programs.

In 2025, we renewed our exploration activities in the Great Divide Basin (“GDB”), Wyoming. Work began at our Lost Soldier Project northeast of Lost Creek in 2025 Q3. The program at Lost Soldier included the installation of a series of aquifer test wells to facilitate a better understanding of the local hydrogeology. While the geology of the project is largely understood with the benefit of data from approximately 4,000 historical drill holes, additional hydrogeologic data and characterization will enable our professional staff to better plan for potential permitting and development of the site. Based on that work, we plan to complete aquifer testing and initiate baseline environmental studies in 2026 in anticipation of possible permitting to advance the project. Located approximately 17 road miles to the Lost Creek plant, Lost Soldier has the potential to be developed as a satellite operation.

As work concluded at Lost Soldier in 2025, the drill rigs and related teams began exploration drilling at our North Hadsell Project, also in the GDB north of Lost Creek, for a planned 50-drill hole program. Through February 2026, we had drilled 32 wide-spaced framework holes, each approximately 1,000 feet deep, for a total of 32,965 feet. Seven of these initial drill holes have returned significant mineralization, indicating the presence of a stacked roll-front system containing 13 individual intercepts exceeding 0.20 GT (Grade (% eU3O8) times Thickness (ft)). These grades and thicknesses closely resemble the mineralization at Lost Creek, where the Company applies a 0.20 GT cut-off in evaluating economic mineral resources. Preliminary interpretation suggests the potential for up to eight individual roll fronts within a depth range of

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approximately 300 to 800 feet below surface, ideal for ISR mining, with indications of additional mineralized horizons at depth.

In addition to supporting MU analysis at both Lost Creek and Shirley Basin through uranium analysis, product quality testing, and water sampling analysis, the lab staff at our Casper facility progressed several ongoing research and development (“R&D”) projects during 2025 that exceeded our performance expectations.

Environmental, Health, and Safety (“EHS”) Objectives

With significant numbers of new employees and drilling and other contractors at both Lost Creek and Shirley Basin, our safety performance at our mine sites and throughout the Company supported by a robust safety culture is a critical Company objective. As stewards of the lands and waters where our operations are conducted, we also prioritize operating in a sustainable manner utilizing ISR methods that minimize our impact on the environment. Recognizing that all Company employees are responsible for safety and environmental stewardship, our safety and environmental programs and culture advanced significantly in 2025.

Although total hours worked at Lost Creek increased from approximately 169 thousand in 2024 to 176 thousand in 2025, lost time injuries (“LTIs”) at Lost Creek fell from 11 in 2024 to three in 2025, and incidents that required medical treatment beyond first aid (“MTBFA”) at Lost Creek fell from four in 2024 to three in 2025. The lost time incident rate (“LTIR”) fell at Lost Creek from a disappointing 13.03 in 2024 to 3.41 in 2025. Despite adding a substantial number of new employees, most of whom are new to the industry, at Shirley Basin in 2025, there were zero LTIs and only two MTBFA incidents at Shirley Basin. There was only one LTI and zero MTBFA incidents at our Casper and Littleton sites in 2025. Our radiologic safety record in 2025 remained excellent, with employee doses in line with industry norms that are well below regulatory limits.

The improvement in our safety performance in 2025 was supported by the expansion of our safety observation program at Lost Creek and introduction of the program at Shirley Basin. Participation in the program continued to increase throughout the year, leading to significant improvements in our safety culture. During 2025, we also conducted 26 separate all-day comprehensive safety training sessions for new employees, generally on the first day of employment. In 2025, we also selected and began implementation of a learning management system for safety training and documentation.

On our environmental performance, five inspections were conducted by government regulatory agencies at Lost Creek during 2025 resulting in zero notices of violations (“NOVs”), and an existing NOV from the Wyoming Uranium Recovery Program from 2022 was resolved. Although the total number of our environmental excursions and reportable spills increased from 2024 to 2025, the total gallons from spills decreased by 33%.

Because our safety record significantly improved from 2024 to 2025, and our environmental performance remained strong with zero notices of violations, our overall EHS performance score exceeded the target.

Corporate Services Objectives

Under the Corporate Services category, the Company had objectives relating to human resources, finance, and information technology that together outperformed targeted performance expectations for 2025.

In the area of human resources, the Company focused in 2025 on succession planning for our executive management team and expansion of our capabilities at the executive level. The Company hired Matthew Gili in June 2025 as President, and in December 2025, Mr. Gili was appointed Chief Executive Officer to succeed Mr. Cash. Mr. Gili is a seasoned mining executive who has held several senior leadership roles at some of the world’s largest mining companies. In 2025 the Company also hired Jade Walle as Vice President Finance, who started work in September 2025, and Alex Ritchie as General Counsel and Corporate Secretary, who started work in January 2026. See “Identification of Executive Officers” above for more information on the biographies of our executive management team. We also improved retention and training at Lost Creek and successfully implemented a phased recruitment plan at Shirley Basin that has allowed time for task and safety training, as well as cross training. With a few exceptions, we are now fully staffed at both Lost Creek and Shirley Basin.

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Our finance objectives were aimed at ensuring sufficient cash resources for our continued optimization of operations at Lost Creek and our ongoing construction activities at Shirley Basin. The Company met its objectives as to cash resources by closing the offering of $120 million aggregate principal amount of its 4.75% Convertible Senior Notes due 2031 (the “Notes”) in a private placement, which included the exercise in full by the initial purchasers of their option to purchase an additional $20 million of Notes. The potential economic dilution upon conversions of the Notes was mitigated through the purchase of cash-settled capped call options. The net proceeds of the offering, after the capped call purchase costs and financing costs, was $98.3 million. The Company also met a financing objective by satisfying its sales commitments in 2025.

Our information technology objective was focused on our continued efforts to strengthen cybersecurity. With the growth of our business, we upgraded and enhanced our IT security systems in 2025 and have continued to implement processes and additional reviews to further protect our systems in 2026.

Company Overview

As discussed above, most of our performance objectives met the applicable target, and our overall EHS and Corporate Services objectives exceeded their targets. We made significant strides on construction at Shirley Basin and on upgrades and performance improvement planning at Lost Creek, expanded our growth portfolio, significantly improved our EHS performance, bolstered both our management team and our treasury, and improved our IT security. As discussed, however, our U₃O₈ production objective was our most heavily weighted single performance objective for 2025, and our production underperformed the target. As a result, the overall scores of the objectives that outperformed their targets were brought down, resulting in an overall performance score as assessed by the Board of Directors of 3.01 on our four-point scale.

2026 Compensation Program

As noted above, the Compensation Committee has retained Zayla to conduct a review and analysis of various aspects of the Company’s compensation program, including our peer group, executive compensation, and executive compensation program relative to our peer group and survey data to ensure that the Company remains sufficiently competitive to retain our executive officers, and that a sufficient portion of executive pay is at risk and leveraged to our share price performance. We expect the Board of Directors will approve changes to the Company’s executive compensation and executive compensation program in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis.

Additional Compensation Practices

Share Ownership Guidelines

All our executive officers and directors are encouraged to have a significant long-term financial interest in our Company. To encourage alignment of the interests of the executive officers and directors with those of our shareholders, our Board of Directors mandated that each executive officer be required to invest on a pre-determined schedule an amount equal to the executive officer’s annual base salary in shares or securities redeemable into shares. The Board of Directors approved additional guidelines (the “Guidelines”) related to the mandate, such that the requirement of share ownership be met on or before the later of: (i) December 31 of the fifth year after an executive officer becomes subject to the Guidelines; and (ii) December 31 of the third year from the effective date of a change in the executive officer’s annual base salary. The investment amount is calculated using the amount of the annual base salary of the executive officer at the later of: (i) the date the executive officer became subject to the Guidelines; and (ii) the date of the most recent increase to annual base salary. Compliance is evaluated annually at December 31. At December 31, 2025, all executive officers met the Guidelines or were on-track to meet the Guidelines within the prescribed timeframes. See also the discussion below under “Share Ownership Guidelines for Directors.”

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Insider Trading Policy

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The Company has adopted an insider trading policy, which is available on the Company’s website and filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed April 11, 2025). The Company’s insider trading policies specifically prohibit all directors and employees from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to securities of the Company. The policies also specifically prohibit the Company’s executive officers and directors from holding securities of the Company in margin accounts or pledging securities of the Company as collateral for loans as further described below.

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Anti-Hedging Policy; Anti-Pledging Policy

The Company has imposed certain restrictions on trading, including the prohibition of hedging or pledging the Company’s securities, to avoid creating the appearance of impropriety, even if such trades were to occur while the individual is not in possession of material non-public information.

We have a formal anti-hedging policy, as amended in 2022, which prohibits our executive officers, directors, and employees from engaging in hedging or similar monetization transactions with respect to the Company’s securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the Company’s securities.

Our Board has also formally adopted an anti-pledging policy, prohibiting our executive officers and directors from holding Company Common Shares in a margin account or pledging Company securities as collateral for a loan. There are no insiders who have pledged Common Shares of the Company.

Clawback Policy

The Company has maintained a ‘clawback’ policy since 2014. In 2022, to implement requirements of the Dodd Frank Act, the SEC issued its final clawback rule as Rule 10D-1, and in 2023, NYSE American adopted its related listing rules, pursuant to Rule 10D-1, which were made final in 2023 Q4.

Following the adoption of Rule 10D-1 and promulgation of the related listing rules, the Company adopted a clawback policy, effective October 26, 2023, to ensure compliance. The policy provides the Compensation Committee of the Board with the ability to recover “Incentive Compensation” (as defined in the policy) in the event of a restatement of the financial statements of the Company due to a material non-compliance with any financial reporting requirement under the securities laws (a “Triggering Event”). Upon the occurrence of a Triggering Event, the Company may seek recovery of Incentive Compensation received by any covered employee during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement, that would not otherwise have been paid to a covered employee if the correct performance data had been used to determine the amount payable.

We filed our Clawback Policy as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (filed March 6, 2024).

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Policies and Practices Related to the Timing of Certain Equity Award Grants

Tax and Accounting Considerations

The Compensation Committee considers tax and accounting rules and regulations when structuring our executive compensation program. Our plans and programs are designed to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “IRS Code”), which regulates deferred compensation and provides for potentially early taxation and a 20% additional tax on non-compliant arrangements. Equity awards are accounted for under FASB ASC Topic 718, which requires the recognition of expense for the fair value of such awards, and the Compensation Committee considers the accounting expense of such awards when authorizing grants under both equity compensation plans.

Compensation Consultant Fees

The Compensation Committee did pay any third-party compensation consultant fees in 2025. In 2025, the Compensation Committee engaged Zayla to conduct an analysis in 2026 of the Company’s peer group, executive compensation, and executive compensation program relative to our peer group and survey data but did not pay any fees to Zayla in 2025.

EXECUTIVE COMPENSATION

Say on Pay Advisory Vote

In 2025, our shareholders approved our compensation program for our Named Executive Officers by a vote in favor of approximately 95%. The Compensation Committee believes the results of our advisory votes on “say on pay” confirm that the majority of our shareholders remain satisfied with our executive compensation policies and decisions, and that our executive compensation program effectively aligns the interests of our Named Executive Officers with the interests of our shareholders. Additionally, our Chief Executive Officer consults with various stakeholders from time to time to discuss our compensation practices, including total executive compensation.

Say When on Pay Advisory Vote

On our say when on pay vote, the Board of Directors is recommending that we continue with an annual advisory (non-binding) say on pay vote. Although our compensation program has changed little in recent years, we believe that an annual an update for our shareholders is appropriate. In addition, because the Compensation Committee has retained Zayla as a consultant to review and analyze our executive compensation and executive compensation program, an annual update will be especially appropriate in the coming years if the Board of Directors adopts changes in 2026 based on recommendations of the Compensation Committee that are informed by Zayla’s analysis. See the discussion above under the heading “2026 Compensation Program.” Based on the last advisory vote by our shareholders in 2020 concerning “say when on pay,” our Board adopted an annual advisory vote (non-binding) for “say on pay” until our “say when on pay” advisory vote this year. Our next “say when on pay” vote after this year will be in 2032.

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Summary Compensation Table

The following table sets forth the summary information concerning compensation earned during the financial years ended December 31, 2025 and 2024 by our Named Executive Officers serving during the year ended December 31, 2025.

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EQUITY INCENTIVE PLANS

The following table sets forth certain summary information concerning our equity compensation plans as at December 31, 2025. Directors, officers, employees, and consultants are eligible to participate in the Option Plan. Directors and employees, including executive officers, are eligible to participate in the RSU&EI Plan.

Stock Option Plan and Amended and Restated Restricted Share Unit and Equity Incentive Plan

We adopted the Ur-Energy Inc. Amended and Restated Stock Option Plan in 2005 to advance our interests by providing directors, officers, employees, and consultants with a financial incentive tied to the Company’s long-term financial performance and continued service to or employment with us. Subsequently, we adopted the Ur-Energy Inc. Restricted Share Unit Plan, as thereafter amended, as part of our overall stock-based compensation plan. Now titled the RSU&EI Plan, that plan allows participants to earn Common Shares over time rather than options that give participants the right to purchase shares at a set price.

A total of up to 10% of Ur-Energy’s issued and outstanding Common Shares may be reserved for issuance pursuant to the Plans, in the aggregate. At April 8, 2026, we have listed and reserved 35,803,975 Common Shares of the 39,733,185 total Common Shares that may be reserved under the Plans, in the aggregate. We have 28,912,384 Common Shares reserved under the Option Plan, and 6,891,591 Common Shares reserved under the RSU&EI Plan. Therefore, up to an additional 3,929,210 Common Shares are available to be reserved under the Plans.

Of the shares currently reserved, 8,884,106 options for Common Shares have been granted and are outstanding as of April 8, 2026, or approximately 2.2% of our issued and outstanding Common Shares. There are 1,104,500 RSUs that have been granted and are outstanding as of April 8, 2026, or approximately 0.3% of our issued and outstanding Common Shares. Historically, we have allocated approximately 80% of those shares reserved to the Option Plan and 20% to the RSU&EI Plan, and award grants using a ratio of 4:1 Options to RSUs. The number of shares reserved is subject to adjustment if the Common Shares are subdivided, consolidated, converted, or reclassified or the number of Common Shares varies as a result of a stock dividend or an increase or a reduction in our share capital. Dividends or dividend equivalents on unvested awards of all types are generally subject to the same vesting conditions as the underlying awards to which they relate.

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The run rate (or “burn rate”) on the equity plans for the past three years is as follows:

At April 8, 2026, the closing price of our Common Shares on the NYSE American was $1.53 and on the TSX was C$2.13.

Option Plan

Under the Option Plan, options may be granted to our directors, executive officers, eligible employees, and consultants. At April 8, 2026, there are 50 employees and seven non-executive directors who are eligible to participate in the Option Plan. The Option Plan was most recently approved by shareholders on June 3, 2023.

The Option Plan is also described in Proposal No. 5 above, and the full text of the Option Plan is attached as Schedule A to this Circular.

The maximum number of Common Shares that may be reserved for issuance to any one person under the Option Plan is five percent of the number of Common Shares outstanding at the time of reservation. The options are personal and non-assignable. Option holders do not have any shareholder rights (and specifically shall not be entitled to dividends) with respect to options unless and until the options are exercised and Common Shares are issued in the name of the option holder. The exercise price for Common Shares subject to an option is determined by the Board of Directors at the time of grant and may not be less than the market price of the Common Shares at the time the option is granted. Market price at any date in respect of the Common Shares means the closing price of the Common Shares on the TSX (or if the Common Shares are not then listed and posted for trading on the TSX, then on the recognized stock exchange on which such Common Shares are listed or posted, or if such Common Shares are not so listed on any recognized stock exchange, then on the over-the-counter market on which they are traded or posted as selected for such purpose by the Compensation Committee or in accordance with Section 5.5 of the Option Plan) on the immediately preceding trading day.

Options 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; dividends for all awards shall not be payable on unvested options; the term of all options is five years. Option expiration dates are not extended during blackouts. Additionally, in no event shall more than five percent of the shares available for issuance under the Option Plan have a stated vesting/exercisability schedule of less than one year from the date of grant. The aggregate number of Common Shares issued to insiders within any 12-month period, or issuable to insiders at any time, under the Stock Option Plan and any other security-based compensation arrangement of the Company, may not exceed 10% of the total number of issued and outstanding Common Shares during such time.

Options granted under the Option Plan are subject to early termination under certain circumstances, including (i) one year after the death of the option holder, (ii) three months after the option holder’s resignation or dismissal without cause as an employee or consultant, or (iii) immediately upon the option holder’s dismissal for cause as an employee. In each case, only options vested at the time of the event which gave rise to such early termination may be exercised by the option holder during such period. The Option Plan also provides that upon a change of control all options under the Option Plan vest immediately and are immediately exercisable.

The Option Plan and the terms of any outstanding option may be amended at any time by the Board subject to any required regulatory or shareholder approvals, provided that where such an amendment would prejudice the rights of an option holder under any outstanding option, the consent of the option holder is required to be obtained. Amendments requiring

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shareholder approval are those amendments set forth in the TSX Company Manual. Amendments that do not require shareholder approval are “housekeeping” amendments such as amendments to the Option Plan to comply with regulatory requirements, amendments related to the administration of the Option Plan and to change the eligibility requirements under the Option Plan and terms and conditions on which the options may be granted. The Option Plan may be suspended, terminated, or discontinued in the sole discretion of our Board of Directors.

Stock options are generally treated as ordinary compensation income as and when Common Shares are issued to the participant upon exercise of the award, however, in the case of Incentive Stock Options, the options may be taxable at long-term capital gains tax rates when the issued Common Shares are sold so long as certain conditions are met. If the participant is an employee, the compensation income may be subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant, subject to possible limitations imposed by the IRS Code. Please note that the foregoing description is based on U.S. federal income tax laws in effect on the date of this Circular and does not purport to be complete, and does not discuss state, local, or non-U.S. tax consequences.

Amended and Restated Restricted Share Unit and Equity Incentive Plan (RSU&EI Plan)

The RSU&EI Plan was adopted (then, as the RSU Plan) by the Board on May 7, 2010, and as amended and renamed as the RSU&EI Plan, was approved in its entirety most recently by our shareholders on June 5, 2025.

Under the RSU&EI Plan, awards of Restricted Share Units (“RSUs”), performance share units (“PSUs”), and direct share issuances of Common Shares (“DSIs”), may be granted to directors and employees, including executive officers, of the Company as possible eligible participants. At April 8, 2026, there are 50 employees and seven non-executive directors who are eligible to participate in the RSU&EI Plan. Our Board has appointed the Compensation Committee to determine which persons are entitled to participate in the plan and the number of awards to be awarded to each participant. The plan does not limit the participation of any specific eligible participant including insiders, except to the total of 10% of our issued and outstanding Common Shares which may be reserved for issuance pursuant to the Plans, in the aggregate.

Restricted Share Units

RSUs awarded to participants are credited to a notional account that is established on their behalf and maintained in accordance with the plan. Each RSU awarded conditionally entitles the participant to the delivery of one Common Share (or cash in lieu of such share at the Compensation Committee’s discretion) upon attainment of the RSU vesting period. Grants of RSUs vest 100% on the two-year anniversary of the date of the grant. Upon payment by the Company of a dividend, each outstanding RSU is credited with a dividend equivalent equal to the dividend paid per share, which dividend equivalent is then converted into additional RSUs that are subject to the same vesting schedule as the RSUs to which they relate. The plan permits the Company to either redeem RSUs for cash or issue Common Shares from treasury to satisfy all or any portion of a vested RSU award. If redeemed for cash, RSUs will be redeemed for an amount equal to fair market value, which means the closing price of the Common Shares on the TSX on the business day immediately prior to the redemption date, or if the shares are not listed on the TSX, then on such other stock exchange or quotation system as may be selected by the Compensation Committee, provided that, if the Common Shares are not listed or quoted on any other stock exchange or quotation system, then the fair market value will be the value determined by the Compensation Committee in its sole discretion acting in good faith. The redemption date of any RSU will not be after the end of the calendar year which is three years following the end of the year in which services to which the grant of such RSU relates were performed by the participant.

In the event of a change of control, as defined in the plan, we are required to redeem 100% of the RSUs granted to participants. In the event of an involuntary termination of an employee, other than for cause, or a director who is not re-elected, we are required to redeem the RSUs for cash. Rights respecting RSUs shall not be transferable or assignable other than by will.

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Performance Share Units

PSUs are performance-based awards that may entitle the recipient to receive Common Shares (or cash in lieu of shares at the Compensation Committee’s discretion) upon attainment of one or more performance goals over a designated performance period set forth in the PSU grant agreement. Each award of PSUs will contain a target number of PSUs that may be earned, with the actual number earned to be determined pursuant to a formula set forth in the PSU grant agreement based on the extent to which corresponding performance criteria have been attained during the performance period. Upon payment by the Company of a dividend, each outstanding target PSU is credited with a dividend equivalent equal to the amount of the dividend paid per share, which dividend equivalent is then converted into additional PSUs that are subject to the same performance conditions and formula and vest at the same time as the PSUs to which they relate.

Unless settled earlier in accordance with the plan, earned PSUs will be settled on or within 30 days after the end of the performance period. The plan permits the Company to either settle PSUs for cash or issue Common Shares from treasury to satisfy all or any portion of a PSU award. If settled for cash, PSUs will be settled for an amount equal to fair market value which means the closing price of the Common Shares on the TSX on the business day immediately prior to the settlement date, or if the shares are not listed on the TSX, then on such other stock exchange or quotation system as may be selected by the Compensation Committee, provided that, if the Common Shares are not listed or quoted on any other stock exchange or quotation system, then the fair market value will be the value determined by the Compensation Committee in its sole discretion acting in good faith.

In the event of a change of control, as defined in the plan, the performance period of each outstanding PSU shall be deemed to have ended and the Compensation Committee shall determine the number of PSUs earned based upon performance (under a specific award) to the time of change of control, subject to certain specified discretionary determinations of the Committee. Unless otherwise provided in a PSU grant, upon a participant’s termination of employment or service or death prior to the end of a performance period for an award of PSUs, the PSUs shall be forfeited.

Direct Share Issuances

Subject to applicable securities law requirements as well as the rules of the exchanges under which our shares trade, DSIs awarded to participants are awards of Common Shares granted in such amounts and subject to such terms and conditions as the Compensation Committee determines in its sole discretion. It is anticipated that the DSIs will complement our other bonus program awards in instances when such an award of DSIs is made in lieu of a routine (STIP) or extraordinary cash bonus, as a milestone award (outside PSU grant terms), or other circumstances in which this use of our equity compensation plans is deemed appropriate in the discretion of the Compensation Committee. DSIs may be fully vested on the grant date or may be subject to vesting, as determined by the Compensation Committee. DSIs that are subject to a vesting schedule may not be transferred prior to vesting. Dividends on unvested DSIs may be paid in cash or may be reinvested in additional Common Shares, in either case subject to the same vesting schedule as the DSI to which they relate.

Unless otherwise provided in the DSI grant agreement that is subject to vesting, upon a participant’s termination of employment or other service or death, the provisions related to termination and death as set forth under the heading “Restricted Share Units” above shall apply by analogy. Any unvested Common Shares that do not vest as a result of the participant’s termination of employment of other service or death shall be immediately forfeited and returned to the Company without the payment of any consideration.

Administration of the RSU&EI Plan and Tax Consequences

The Board may from time to time amend or suspend the RSU&EI Plan and may at any time terminate the plan. No such amendment, suspension or termination shall adversely affect the rights of any eligible person with respect to outstanding and unredeemed awards under the plan credited to that person without that holder’s consent. Amendments requiring shareholder approval are those amendments set forth in the TSX Company Manual, such as the percentage of the issued and outstanding Common Shares available to be granted under the RSU&EI Plan, an extension of the term for redemption of RSUs or settlement of PSUs held by a participant and amendments to Section 8.1 of the RSU&EI Plan. Amendments that do not require shareholder approval are “housekeeping” amendments such as amendments to the RSU&EI Plan to

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comply with regulatory requirements, amendments related to the administration of the plan and to change the eligibility requirements under the plan and terms and conditions on which the awards may be granted.

RSUs and PSUs are generally treated as ordinary compensation income as and when Common Shares are issued to the participant upon vesting or settlement of the award and DSIs are treated as ordinary compensation income at the time of grant if fully vested under the plan or, if such grant is subject to vesting under the RSU&EI Plan, at the time of vesting of the Common Shares. If the participant is an employee, this income is subject to withholding for income and employment tax purposes. The Company is generally entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant. Please note that the foregoing description is based upon U.S. federal income tax laws in effect on the date of this Circular and does not purport to be complete, and does not discuss state, local, or non-U.S. tax consequences.

Outstanding Equity Awards at December 31, 2025

The following table sets forth information concerning the outstanding incentive plan awards as at December 31, 2025 for each of the Named Executive Officers.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Employment Agreements with our Named Executive Officers

As discussed above, our Named Executive Officers have employment agreements with the Company, as have been amended from time to time. Relevant to potential payments to be made upon termination without cause or change of control, the agreements provide that an executive officer is entitled to certain amounts, based upon the executive’s then-current base salary. As discussed below, our employment agreements, and the Company’s equity compensation plans, specify the obligations of the Company to the executive officers in the event of termination or change of control.

Equity Award Provisions

Upon separation of employment of any of our executive officers, including under circumstances of termination without cause or change of control, the Option Plan and RSU&EI Plan govern the treatment of outstanding equity compensation in the form of vested stock options and RSUs, PSUs, or DSIs not yet redeemed. All vested options of Designated Officers (all of our current executive officers, as defined by the plan and resolution of our Board) will expire on the expiration date identified at the grant of the option, and all unvested options will expire upon termination.

The RSU&EI Plan provides that the RSUs of an employee who is an eligible person who is involuntarily terminated without cause shall be redeemed for cash at a fair market value on the redemption/termination date. In the event of a change of control, as defined in the plan, all of the RSUs granted and outstanding will be redeemed as soon as reasonably practical and not later than 30 days following the redemption date associated with the change of control. The RSU&EI Plan provides for redemption, instead of cancellation, of outstanding RSUs at the date of redemption for retiring directors and executive officers, which is defined as a threshold of combined service and age of 65 years, and a minimum of five years of service to the Company. At this time, the Board has not made other grants under the plan. Treatment of awards of other share units and Common Shares is governed by the RSU&EI Plan.

Change of Control and Termination Benefits Tables

Each of our executive officers has entered into an employment agreement with the Company that provides for certain payments if the executive’s employment is terminated in connection with a change of control. The Compensation Committee established a policy that the Company would not enter into an employment agreement with any new executive officer that includes a single-trigger severance arrangement. The employment agreements of Messrs. Gili, Ritchie, Schierman, and Walle do not include such a single-trigger severance arrangement. Instead, severance will be paid under those employment agreements in conjunction with a change of control if the executive is separated from employment without cause or they resign with ‘good reason’ as defined in their agreement within one year of the change of control. At April 8, 2026, Messrs. Hatten and Smith are our only executive officers whose employment agreements still provide for a single-trigger severance arrangement upon a change of control. In addition, upon the occurrence of a change of control, all the executive officers’ unvested options and RSUs will vest.

The table below shows the amounts that would be payable or vest assuming that a change of control occurred on December 31, 2025 and that Named Executive Officer’s employment terminated on that date.

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Each executive’s amount of severance is calculated solely based on their then-current salary (i.e., without cash bonus value included) and are reflected in the table below. The following summarizes the compensation or other benefits that would be owed and paid to our Named Executive Officers if employment were terminated for the specified reasons, effective December 31, 2025. We believe these terms are fair and are competitive with the market and our peer group based on industry and geographical practices.