URG · Ur-Energy Inc · Financials

Verified covenant terms

• Section 11.01 · Company May Consolidate, Etc. on Certain Terms the Company shall not consolidate with, effect a plan of arrangement or other statutory arrangement with, combine or amalgamate with or merge with or into Applies to every series under this agreement Exceptions: (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) Section 11.01. *Company May Consolidate, Etc. on Certain Terms.*
  Full wording and supporting evidence

  Source evidence: Section 11.01. *Company May Consolidate, Etc. on Certain Terms.* Subject to the provisions of Section 11.02, the Company shall not consolidate with, effect a plan of arrangement or other statutory arrangement with, combine or amalgamate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its Subsidiaries, taken as a whole, to another Person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect Wholly Owned Subsidiaries) (each, a “**Business Combination Event**”) unless:

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer

• Section 15.02(a) · Offer to Repurchase Notes Upon a Fundamental Change the Company will be required to offer to repurchase for cash all of the outstanding Notes in integral multiples of $1,000 Applies to every series under this agreement Exceptions: Subject to Section 15.02(f) Section 15.02. *Offer to Repurchase Notes Upon a Fundamental Change*.
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  Source evidence: (a) Subject to Section 15.02(f), if a Fundamental Change occurs at any time, the Company will be required to offer to repurchase for cash all of the outstanding Notes in integral multiples of $1,000

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer

• Upon the occurrence of a Fundamental Change · Upon the occurrence of a Fundamental Change (other than an Exempted Fundamental Change) Upon the occurrence of a Fundamental Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof Exceptions: other than an Exempted Fundamental Change [FORM OF REVERSE OF NOTE]
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  Source evidence: Upon the occurrence of a Fundamental Change (other than an Exempted Fundamental Change), the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental Change Repurchase Date at a price equal to the Fundamental Change Repurchase Price.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”)

  Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”), limited to the aggregate principal amount of $120,000,000, all issued or to be issued under and pursuant to an Indenture dated as of December 15, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.

• Section 4.06(b) · The Company shall file with the Trustee, within 15 days The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual or quarterly reports Applies to every series under this agreement Exceptions: excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act Section 4.06. *Rule 144A Information Requirement and Annual Reports*.
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  Source evidence: (b) The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies of any annual or quarterly reports (on Form 10-K or Form 10-Q or any respective successor form) that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding any such information, documents or reports, or portions thereof, subject to confidential treatment and any correspondence with the Commission, and giving effect to any grace period provided by Rule 12b-25 under the Exchange Act (or any successor thereto), which grace period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating the Company expects to file such report with the applicable Rule 12b-25 grace period).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer

• Section 4.06(d) · the Company shall pay Additional Interest on the Notes the Company shall pay Additional Interest on the Notes. Section 4.06. *Rule 144A Information Requirement and Annual Reports*.
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  Source evidence: (d) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company has failed to timely file any report or other materials that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (other than current reports on Form 8-K and after giving effect to all applicable grace periods thereunder, including any grace periods provided by Rule 12b-25 (or any successor rule) which grace period, for the avoidance of doubt, shall be deemed applicable whether or not the Company checks the box in the relevant Rule 12b-25 filing indicating the Company expects to file such report with the applicable Rule 12b-25 grace period), or the Notes are not otherwise freely tradable pursuant to Rule 144 by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months immediately preceding (as a result of restrictions pursuant to U.S. securities laws or the terms of this Indenture or the Notes), the Company shall pay Additional Interest on the Notes.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”)

  Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”), limited to the aggregate principal amount of $120,000,000, all issued or to be issued under and pursuant to an Indenture dated as of December 15, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.

• In case certain Events of Default shall have occurred and be continuing · In case certain Events of Default shall have occurred and be continuing In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable Exceptions: in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture [FORM OF REVERSE OF NOTE]
  Full wording and supporting evidence

  Source evidence: In case certain Events of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”)

  Target identity evidence: This Note is one of a duly authorized issue of Notes of the Company, designated as its 4.75% Convertible Senior Notes due 2031 (the “**Notes**”), limited to the aggregate principal amount of $120,000,000, all issued or to be issued under and pursuant to an Indenture dated as of December 15, 2025 (the “**Indenture**”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “**Trustee**”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes.

• (c) · The Company further covenants that if at any time the Common Shares shall be listed The Company further covenants that if at any time the Common Shares shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed Applies to every series under this agreement Section 14.08. *Certain Covenants.*
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  Source evidence: (c) The Company further covenants that if at any time the Common Shares shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the Common Shares shall be so listed on such exchange or automated quotation system, any Common Shares issuable upon conversion of the Notes.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer

• Section 15.05 · Covenant to Comply with Applicable Laws in Connection with Repurchase Offer the Company will, if required: Applies to every series under this agreement Section 15.05. *Covenant to Comply with Applicable Laws in Connection with Repurchase Offer*.
  Full wording and supporting evidence

  Source evidence: Section 15.05. *Covenant to Comply with Applicable Laws in Connection with Repurchase Offer*. In connection with any repurchase offer upon a Fundamental Change pursuant to this Article 15, the Company will, if required:

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC.

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01).

  Target identity evidence: INDENTURE dated as of December 15, 2025 between UR-ENERGY INC., a company continued under the *Canada Business Corporations Act*, as issuer