As filed with the Securities and Exchange Commission on August 6, 2010 | Registration No. 333- |
Canada
(State or other jurisdiction of incorporation or organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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10758 W. Centennial Road, Suite 200
Littleton, CO 80127
(Address of Principal Executive Offices) (Zip Code)
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Ur-Energy Inc.
Amended and Restated Stock Option Plan 2005
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(Full title of the plan)
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Thomas M. Rose
Troutman Sanders LLP
222 Central Park Avenue, Suite 2000
Virginia Beach, Virginia 23462
(Name and address of agent for service)
(757) 687-7715
(Telephone number, including area code, of agent for service)
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Large accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
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Accelerated filer o
Smaller reporting company þ
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Title of securities
to be registered(1)
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Amount to be
registered (2)(3)
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Proposed
maximum offering
price per share
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Proposed
maximum
aggregate offering
price
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Amount of
registration fee
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Common shares not subject to
outstanding options
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565,639 shares
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$0.87(4)
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$492,105.93
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$35.09
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Total
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565,639 shares (5)
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$492,105.93
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$35.09
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(1)
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Common shares, no par value, offered by Ur-Energy Inc. (the “Company”) pursuant to its Amended and Restated Stock Option Plan 2005 (the “Option Plan”).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares that may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Option Plan.
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(3)
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9,324,361 shares issuable under the Option Plan were previously registered on the Company’s registration statement on Form S-8 (File no. 333-153098) (the “Original Registration Statement”).
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(4)
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The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low prices for the Company’s common shares reported on the NYSE Amex, LLC on August 2, 2010, which was $0.87 per share.
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(5)
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Concurrent with the filing of this registration statement, the Company has also filed a registration statement on Form S-8 to register 9,890,000 common shares under its Restricted Share Unit Plan (the “RSU Plan”). The aggregate number of common shares which may be issuable at any given time upon the exercise of options under the Option Plan and the redemption of restricted share units under the RSU Plan, each as amended from time to time, shall not exceed ten percent (10%) of the issued and outstanding shares of the Company as at the grant date of such options and restricted share units. As of June 30, 2010, the Company had 98,949,781 issued and outstanding shares.
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Signatures
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Title
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Date
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/s/W. William Boberg
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President, Chief Executive Officer
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August 3, 2010
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W. William Boberg |
and Director
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(principal executive officer)
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/s/Roger Smith
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Chief Financial Officer
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August 5, 2010
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Roger Smith
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(principal financial and accounting officer)
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/s/Jeffrey T. Klenda
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Director
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August 3, 2010
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Jeffrey T. Klenda
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/s/James M. Franklin
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Director
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August 2, 2010
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James M. Franklin
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/s/Paul Macdonell
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Director
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August 4, 2010
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Paul Macdonell
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/s/Thomas Parker |
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Director
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August 2, 2010
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Exhibit Number
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Exhibit
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4.1
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Ur-Energy Inc. Amended and Restated Stock Option Plan 2005.
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5.1
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Opinion of Fasken Martineau DuMoulin LLP.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of Fasken Martineau DuMoulin LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on the signature page of this registration statement).
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