FORM
51-102F3
MATERIAL
CHANGE REPORT
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1.
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Name
and Address of Company
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Ur-Energy
Inc.
55
Metcalfe Street, Suite 1300
Ottawa,
Ontario K1P 6L5
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2.
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Date
of Material Change
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June 1,
2010
Attached
as Schedule A is a copy of the news release issued by Ur-Energy Inc. (the
“Corporation” or “Ur-Energy”) on June 1, 2010 at Denver, Colorado via Windward
Global, and by Marketwire.
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4.
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Summary
of Material Change
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The
Corporation announced on June 1, 2010, the closing of a brokered private
placement financing (the “Offering”). Under the Offering, the Company
issued 5,000,000 common shares at a price of CDN$1.00 per share for gross
proceeds of CDN$5,000,000. Blackrock, Inc. (“Blackrock”), an insider
of the Company, through one of its investment advisory subsidiaries, subscribed
for all of the 5,000,000 common shares issued under the Offering.
The
proceeds from the Offering are expected to be used by the Company to finance
drilling, mine development on its properties, and for general working capital
and corporate purposes.
Rodman &
Renshaw, LLC, a wholly-owned subsidiary of Rodman & Renshaw Capital Group,
Inc. (NASDAQ: RODM), acted as agent for the
Offering.
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5.
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Full
Description of Material Change
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The
Corporation announced on June 1, 2010, the closing of a brokered private
placement financing (the “Offering”). Under the Offering, the Company
issued 5,000,000 common shares at a price of CDN$1.00 per share for gross
proceeds of CDN$5,000,000. Blackrock, Inc. (“Blackrock”), an insider
of the Corporation, through one of its investment advisory subsidiaries,
subscribed for all of the 5,000,000 common shares issued under the
Offering.
The
proceeds from the Offering are expected to be used by the Corporation to finance
drilling, mine development on its properties, and for general working capital
and corporate purposes.
Rodman &
Renshaw, LLC (the “Agent”), a wholly-owned subsidiary of Rodman & Renshaw
Capital Group, Inc. (NASDAQ: RODM), acted as agent for the
Offering.
Related
Party Transaction
Following
the Offering, Blackrock is expected to hold approximately 15.34% of the issued
and outstanding shares of the Corporation. Prior to the Offering,
Blackrock held 10.83% of the issued and outstanding shares of the Corporation.
The participation of Blackrock in the Offering constitutes
a Related
Party Transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The board of
directors of the Corporation determined that the transaction is exempt from the
formal valuation requirements of MI 61-101, specifically under Section 5.5(a)
which provides that at the time the transaction is agreed to, neither the fair
market value of the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves related parties,
exceeds 25% of the Corporation’s market capitalization. The
Corporation has determined that an exemption is also available from the minority
shareholder approval requirements using the corresponding exemption under
Section 5.7(a) of MI 61-101. As of May 31, 2010, before
giving effect to the Offering, there were 93,940,568 common shares of the
Corporation issued and outstanding. The closing price of the common shares of
the Corporation on the Toronto Stock Exchange on May 31, 2010, was
CDN$0.96.
Approval
of the board of directors of the Corporation was obtained on May 21, 2010, as
amended on May 27, 2010, after review of the engagement letter with the Agent,
the subscription agreement and the Related Party Transaction. All of
the directors voted for approval of the Related Party Transaction and there were
no contrary views of any director. The board of directors of the
Corporation determined that the Offering, including the Related Party
Transaction, was in the Corporation’s best interests. The material change report
in respect of the transaction was not filed 21 days in advance of the closing of
the Offering. The shorter period was necessary in order to permit the
Corporation to close the Offering in a timeframe consistent with usual market
practice for transactions of this nature and to respond to the uncertainty in
the equity capital markets given the current global economic
conditions.
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6.
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Reliance
on subsection 7.1(2) or (3) of National Instrument
51-102
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Not
applicable.
Not
applicable.
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Paul
G. Goss
General
Counsel & Corporate Secretary
Ur-Energy
Inc.
10758
W. Centennial Road, Suite 200
Littleton,
Colorado 80127
Telephone:
(720) 981-4588
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9. Date
of Report
June 1,
2010