UR-ENERGY INC
10-Ks,20-Fs and 10-Qs
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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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Filed
by the Registrant ☒
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Filed
by a Party other than the Registrant ☐
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a–6(e)(2))
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☒
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a–12
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UR-ENERGY
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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☒
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a–6(i)(1)
and 0–11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0–11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0–11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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UR-ENERGY INC.
10758
West Centennial Road, Suite 200
Littleton,
Colorado 80127
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 3, 2021
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 3, 2021 at 1:00 p.m. Mountain Time / 3:00 p.m.
Eastern Time to receive the audited consolidated financial
statements of the Company for the year ended December 31, 2020,
together with the report from the auditors thereon, and for the
purpose of considering and voting upon proposals to:
1.
Elect seven (7)
directors, each to serve until the next annual meeting of
shareholders of the Company or until their successors are elected
and appointed;
2.
Re-appoint
PricewaterhouseCoopers LLP, Chartered Professional Accountants, as
the independent auditors of the Company and to authorize the
directors to fix the remuneration of the auditors;
3.
Approve, in an
advisory (non-binding) vote, the compensation of the
Company’s named executive officers
(“say-on-pay”);
4.
Ratify, confirm and
approve amendments to the Amended and Restated Restricted Share
Unit and Equity Incentive Plan; and
5.
Transact such other
business as may lawfully come before the meeting or any
adjournment(s) or postponement(s) thereof.
The
Board of Directors recommends a vote “FOR” each of the
director nominees and “FOR” Proposals 2, 3 and 4. The
Board of Directors has fixed the close of business on April 13,
2021
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 21, 2021.
We
cordially invite you to attend the Annual and Special Meeting of
Shareholders either in person or to listen by tollfree 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 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
2021 Annual and Special Meeting of Shareholders: The attached
Management Proxy Circular, proxy card, and the Company’s
Annual Report to Shareholders (including financial statements) for
the fiscal year ended December 31, 2020 are available at
www.envisionreports.com/URGQ2021 or can be found at
http://www.ur-energy.com.
Thank
you for your support.
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BY
ORDER OF THE BOARD OF DIRECTORS,
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/s/
Jeffrey T.
Klenda,
Chairman
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MANAGEMENT PROXY CIRCULAR
TABLE OF CONTENTS
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1
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2
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34
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A-1
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i
UR-ENERGY INC.
10758
West Centennial Road, Suite 200
Littleton,
Colorado 80127
MANAGEMENT PROXY CIRCULAR
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
JUNE 3, 2021
S
OLICITATION 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 3, 2021 commencing at 1:00 p.m. Mountain Time / 3:00
p.m. Eastern 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 being first distributed or
made available to shareholders beginning on or about April 21,
2021. The information contained herein is given as at April 13,
2021 unless otherwise indicated.
We expect to hold our annual meeting in person on June 3, 2021. We
continue to be mindful of the public health and travel concerns our
shareholders may have and recommendations that public health and
governmental officials have issued and may issue in light of the
continuing COVID-19 situation. As a result, if the current
public health situation in Colorado worsens, we may impose
additional procedures or limitations to assure the safety of
meeting attendees or may decide to hold the meeting in a different
location or solely by means of remote communication (i.e., a
virtual-only meeting). We currently plan to address COVID-19
concerns relating to the meeting by having directors and other
meeting participants whose physical presence at the meeting is not
essential attend and participate in the meeting via
teleconference.
In addition (i) shareholders and others who might otherwise attend
in person may instead listen to the meeting in real-time by calling
toll-free 877-407-9124
(international:
201-689-8584
) and/or
logging on to
https://agm.issuerdirect.com/urg and (ii) 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
legaldept@Ur-Energy.com. Please include your name and return
email address when you convey your questions. We believe that these
procedures will reduce risks relating to COVID-19 and provide many
of the benefits of a virtual-only meeting while minimizing
associated costs of a virtual meeting.
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 meeting, you must do so in person. We will continue to monitor
the COVID-19 situation and if changes to our current plan become
advisable, we will disclose the updated plan on our website and by
press release. We encourage you to check our website prior to
the meeting if you plan to attend in person. We look forward to
welcoming everyone in person next year.
All
dollar amounts in this Circular are in U.S. dollars, except where
indicated otherwise. On April 13, 2021, the noon exchange rate of
Canadian currency in exchange for United States currency, as
reported by the Bank of Canada, was US$1.00 =
C$1.2554.
This Circular, the proxy (or voter information) card, and the
Company’s Annual Report to Shareholders (including financial
statements) for the fiscal year ended December 31, 2020 are
available at https://www.ur-energy.com.
1
A
PPOINTMENT OF PROXIES
The
persons named in the enclosed form of proxy are the Chairman of the
Board/Chief Executive Officer, Mr. Klenda, and our Corporate
Secretary, Penne Goplerud.
Each shareholder has the
right to appoint a person other than the persons named in the
enclosed 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.
V
OTING 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 the Registered Shareholder not wish to attend the meeting or
not wish to vote in person, his or her 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) the 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 enclosed 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, 100 University Avenue, 8th Floor, Toronto,
Ontario M5J 2Y1 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, May 31, 2021
, 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/URGQ2021, 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 enclosed with the Circular on the form
of proxy. Registered Shareholders may vote by Internet
for receipt no later than 11:59 p.m. (ET) on
Monday, May 31, 2021
, 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 enclosed with the Circular on the form of
proxy. Registered Shareholders may vote by telephone
for receipt no later than 11:59 p.m. (ET) on
Monday, May 31, 2021
, 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.
2
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 in order 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.
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 21, 2021, 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.
R
EVOCATION 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) at our head
office with the 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.
V
OTING 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 accompanying form of proxy to vote
(1)
FOR the election of all of management’s nominees as
directors;
(2)
FOR the re-appointment of PricewaterhouseCoopers LLP, Chartered
Professional Accountants, as our independent auditors and the
authorization of the directors to fix the remuneration of the
auditors;
(3)
FOR the advisory resolution to approve, on an advisory
(non-binding) basis, the compensation of our Named Executive
Officers;
(4)
FOR the resolution to approve the amendments to the Amended and
Restated Restricted Share Unit and Equity Incentive Plan;
and
(5)
In accordance with management’s recommendations with respect
to amendments or variations of the matters set out in the Notice or
any other matters which may properly come before the
Meeting.
3
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.
C
OMMON SHARES ENTITLED TO
VOTE
As at
April 13, 2021, the authorized capital of the Company consisted of
an unlimited number of Common Shares, of which 189,389,100 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 as at the close of
business on April 13, 2021 (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 his or her name on the list at the Meeting.
V
OTES REQUIRED
The
directors nominated for election pursuant to Proposal No. 1 will be
elected by plurality vote, meaning that the seven 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. The Company has adopted a majority voting policy
pursuant to which any director who fails to receive a majority of
the votes cast will be required to tender their resignation. See
“Statement of Corporate
Governance – Majority Voting
Policy.”
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, 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 this matter will be required for
approval. Broker non-votes will have no effect on the vote on
Proposal No. 3. Because your vote on this proposal is advisory, it
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. 4, the affirmative vote of a majority of
the votes cast at the meeting (either in person or by proxy) will
be required for approval, however, the TSX rules provide that all
eligible insiders in order to participate in the RSU&EI Plan
may not vote on the proposed amendments. Accordingly, the
RSU&EI Plan resolution must be passed by a majority of votes
cast at the meeting (either in person or by proxy), excluding
5,674,838 Common Shares held by certain insiders of the Company and
their affiliates. Broker non-votes will have no effect on the
outcome of this proposal.
Q
UORUM
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.
R
IGHTS 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.
4
S
ECURITY OWNERSHIP OF
CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Management
As of
April 13, 2021, our Record Date, we had 189,389,100 Common Shares
issued and outstanding, and 4,888,345
stock options which may be exercised currently or
within the sixty (60) days following April 13
,
2021.
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Number of
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Percentage of Issued and
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Common Shares of
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Outstanding Common Shares of
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Name of Holder
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Ur-Energy
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Ur-Energy
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Directors and Named Executive
Officers
(1)(2)
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W. William Boberg
(3)
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1,191,219
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*
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John W. Cash
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448,870
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*
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Rob Chang
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350,631
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*
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James M. Franklin
(4)
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991,192
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*
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Penne A. Goplerud
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754,269
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*
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Steven M. Hatten
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456,611
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*
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Gary C. Huber
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439,690
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*
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Jeffrey T. Klenda
(5)
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3,516,421
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1.81%
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Thomas H. Parker
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586,504
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*
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Roger L. Smith
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830,508
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*
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Kathy E. Walker
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535,150
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*
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All Directors and executive officers, as a group (11
persons)
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10,101,065
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5.20%
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* Less
than one percent
(1)
Address
for each of our directors and executive officers: 10758 West
Centennial Road, Suite 200, Littleton, Colorado 80127.
(2)
The
beneficial ownership shown for all holders in this table represents
Common Shares and all options which may be exercised currently or
within sixty (60) days following April 13, 2021. For our Directors
and executive officers, this represents the following: Boberg
(808,615 Common Shares, 382,604 options); Cash (187,560 Common
Shares, 261,310 options); Chang (16,027 Common Shares, 334,604
Options); Franklin (608,588 Common Shares, 382,604 options);
Goplerud (224,580 Common Shares, 529,689 options); Hatten (182,428
Common Shares, 274,183 options); Huber (185,086 Common Shares,
254,604 options); Klenda (2,836,172 Common Shares, 680,249
options); Parker (203,900 Common Shares, 382,604 options); Smith
(341,336 Common Shares, 489,172 options); and Walker
(80,546 Common Shares, 454,604 options). As of the Record
Date, April 13, 2021, the number of the Company’s Common
Shares beneficially owned by all of the Directors and executive
officers as a group and entitled to be voted at the meeting is
5,674,838.
(3)
Of
the shares identified, Mr. Boberg holds 118,796 Common Shares
jointly with his wife.
(4)
Of
the shares identified, Mr. Franklin holds 50,000 Common Shares
indirectly through his ownership in Franklin Geosciences
Ltd.
(5)
Of
the total number of Common Shares held by Mr. Klenda, he has
pledged 1,706,640 Common Shares on a multi-purpose equity line of
credit. Mr. Klenda’s Common Shares are held jointly with his
wife.
5
Security Ownership of Certain Beneficial Owners
The following table sets forth the beneficial ownership of the
Company’s Common Shares as of April 13, 2021 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 Common Shares.
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Number
of
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Percentage of
Issued and
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Common Shares
of
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Outstanding
Common Shares of
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Name of
Holder
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Ur-Energy
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Ur-Energy
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Major Shareholders
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MMCAP International Inc. SPC
(1)
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18,749,520
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9.9%
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(1)
MMCAP International
Inc. SPC filed a Schedule 13G dated February 8, 2021, indicating
holdings as at February 4, 2021, of 15,354,074 Ur-Energy Common
Shares as between itself and its affiliate, MM Asset Management
Inc. (“MMCAP”). Additionally, the filing reports the
ownership of Warrants exercisable for the purchase of up to
8,835,000 Common Shares. The Warrants include a beneficial
ownership limitation that would preclude exercise of the Warrants
if, as a result of the exercise, the holder’s share ownership
would exceed 9.9% of the Company’s outstanding Common
Shares.
P
ARTICULARS OF MATTERS TO BE ACTED
UPON
Proposal
N
o. 1: Election of
Directors
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 is currently fixed at
seven. Election of directors will be conducted on an individual
basis, and will include Jeffrey T. Klenda, James M. Franklin, W.
William Boberg, Thomas H. Parker, Gary C. Huber, Kathy E. Walker
and Rob Chang. As discussed in the description of the
Company’s
Majority Voting
Policy
, below, each Director must receive a majority of the
votes cast (in person or by proxy) as to his or her election or
will be required to submit his or her resignation pursuant to the
policy.
Nominees:
Each of the seven persons named above is a
nominee for election as a director at the Annual and Special
Meeting for a term of one year or until his or her successor is
elected and qualified. Unless authority is withheld, the proxies
will be voted for the election of such nominees. Each of the
nominees is currently serving as a director of the Company. All the
nominees were elected to the Board of Directors at the last annual
meeting of shareholders. 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 accompanying 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. 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 do 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, nor
restrictions on time which are disadvantageous to our Board’s
interests. Current service on the boards of other public companies
is set forth, below, under
“Service on Additional
Boards.”
The Company believes that service on other
boards allows for broader experience and expertise which 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 he/she
is the CEO (
i.e.,
none of
our directors is “overboarded”).
Qualifications:
In evaluating 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,
commitment to performing the duties of a director, and other
skills, abilities, or 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, executive management, board service, corporate
governance, finance, financial markets, government, employment, and
international business. These varied and substantial backgrounds,
skills and qualifications, as described in more detail below, and
the contributions of each to the development and current operations
of the Company as described below under the heading
“Board Composition – Including
Tenure and Outlook on Set Retirement Age,”
led the
Corporate Governance and Nominating Committee and the Board of
Directors to the conclusion that each of the nominees should serve
as a Director.
6
Recommendation of Ur-Energy’s Board of Directors
The Board of Directors recommends that the shareholders vote FOR
the election of all of 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.
|
Jeffrey T. Klenda
, 64, B.A.
|
Chairman, President & CEO
|
Mr.
Klenda graduated from the University of Colorado in 1980 and began
his career as a stockbroker specializing in venture capital
offerings. Prior to founding Ur-Energy in 2004, he worked as a
Certified Financial Planner and was a member of the International
Board of Standards and Practices. In 1986, he started Klenda
Financial Services, an independent financial services company
providing investment advisory services to high-end individuals and
corporate clients as well as providing venture capital to
corporations seeking entry to the U.S. securities markets. In the
same year, Mr. Klenda formed Independent Brokers of America, Inc.,
a national marketing organization. He also served as President of
Security First Financial, a company he founded to provide
consultation to individuals and corporations seeking investment
management and early stage funding. Over the last 35 years, Mr.
Klenda has acted as an officer and/or director for numerous
publicly-traded companies, having taken his first company public at
28 years of age. Mr. Klenda has served as the Chairman of the Board
of Directors of the Company since 2006. He served as Executive
Director from January 2006 to May 2015. Thereafter, he served as
Acting Chief Executive Officer until being named President and
Chief Executive Officer by our Board of Directors in December
2016.
The
Board of Directors has concluded that Mr. Klenda is well qualified
and should serve as a director on the basis of his numerous
contributions to the Company since its inception, his nearly 40
years of experience in the financial markets and in service to
numerous publicly traded companies as an officer and
director.
|
James M. Franklin
, 78, PhD, FRSC, P.Geo
|
Director & Chair of the HSE & Technical
Committee
|
Dr.
Franklin has over 50 years’ experience as a geologist. He is
a Fellow of the Royal Society of Canada. Since 1998, he has been an
Adjunct Professor at Queen’s University, since 2001, at
Laurentian University and since 2006 at the University of Ottawa.
He is a past President of the Geological Association of Canada and
of the Society of Economic Geologists. He retired in 1998 as Chief
Geoscientist of the Geological Survey of Canada, Earth Sciences
Sector. Since that time, he has been a consulting geologist and is
currently a director of Gold79 Mines Ltd. (formerly, Aura Resources
Inc.) (since October 2003), and Nuinsco Resources Ltd. (since June
2018). Dr. Franklin’s lifetime achievements have been honored
by several professional organizations: among his honors, Dr.
Franklin has been awarded GAC’s Logan and Duncan R. Derry
medals, CIM’s Selwyn Blaylock, A.O. Dufresne, Distinguished
Lecturer and Julian Boldy Memorial awards and the Society of
Economic Geologists Thayer Lindsley and Distinguished Lecturer
awards. He has also received the R.A.F. Penrose Gold Medal from SEG
for his many contributions to a broad cross section of geosciences.
In 2017 he was made a Fellow of Lakehead University, honoring his
contributions to education and economic development in northern
Ontario. Dr. Franklin was inducted into the Canadian Mining Hall of
Fame in 2019 for his many contributions to the mining
industry.
The
Board of Directors has concluded that Dr. Franklin is well
qualified and should serve as a director on the basis of his
contributions as a director to the Company since its inception and
his more than 50 years of experience in geosciences and mineral
resource work in industry, governmental service and
academia.
7
|
W. William (Bill) Boberg
, 81, M.Sc., P. Geo
|
Director
|
Mr.
Boberg has served as a director of the Company since January 2006.
Mr. Boberg served as the Company’s President and Chief
Executive Officer (2006 to 2011). Prior to that time, Mr. Boberg
was the Company’s senior U.S. geologist and Vice President
U.S. Operations (2004 to 2006). Before his initial involvement with
the Company, he was a consulting geologist having over 40
years’ experience investigating, assessing and developing a
wide variety of mineral resources in diverse geologic environments
in western North America, South America and Africa. Mr. Boberg
worked for Gulf Minerals, Hecla Mining, Anaconda, Continental Oil
Minerals Department, Wold Nuclear, Kennecott, Western Mining,
Canyon Resources and Africa Mineral Resource Specialists. Mr.
Boberg has over 30 years of experience exploring for uranium in the
continental U.S. He discovered the Moore Ranch Uranium Deposit and
the Ruby Ranch Uranium Deposit as well as several smaller deposits
in Wyoming’s Powder River Basin. He received his
Bachelor’s Degree in Geology from Montana State University
and his Master’s Degree in Geology from the University of
Colorado. He is a registered Wyoming Professional Geologist and
fellow of the Society of Economic Geologists. He is a member of the
Society for Mining, Metallurgy & Exploration Inc., American
Institute of Professional Geologists (for which he is a Certified
Professional Geologist), the Denver Regional Exploration Society
and the American Association of Petroleum Geologists. Mr. Boberg is
also a director for Gold79 Mines Ltd. (formerly, Aura Resources
Inc.) (since June 2008).
The
Board of Directors has concluded that Mr. Boberg is well qualified
and should serve as a director on the basis of his contributions to
the Company since 2004 (since 2006 as a director and, from 2006
until 2011, as the President and CEO), as well as his more than 40
years of experience in mineral resources exploration and
development.
|
Thomas H. Parker
, 78, M.Eng., P.E.
|
Lead Director, Chair of Audit Committee & Chair of Treasury
& Investment Committee
|
Mr.
Parker has worked extensively in senior management positions in the
mining industry, having begun his career in the mining industry 56
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 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 serve as a director on the basis of his contributions to
the Company as a director since 2007 and, most recently, as our
Lead Director since 2014, as well as his more than 55 years of
experience in the mining industry and in executive management
positions.
|
Gary C. Huber,
69, PhD, P.Geo
|
Director, Chair of Compensation Committee & Chair of Corporate
Governance and Nominating Committee
|
Dr.
Huber is a mining executive with over 40 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 recently 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 has 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, and served in various
capacities there until 2006, 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 subsidiary of Canyon
Resources, from 1987 to 1998. Dr. Huber holds a PhD in geology
from Colorado School of Mines and received a Bachelor of Science in
geology from Fort Lewis College. He is a fellow of the Society of
Economic Geologists, where he previously served as the chairman of
its audit and investment committees; 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.
8
The
Board of Directors has concluded that Dr. Huber is well
qualified and should serve as a director of the Company on the
basis of his earlier contributions to the Company as a director (in
2007, and since his return to the Board in 2015), and because of
his extensive mining industry experience including in areas of
natural resources development and mining operations, and executive
management and finance, developed by serving as an executive
officer and director of publicly-traded natural resource
companies.
|
Kathy E. Walker
,
62, MBA
|
Director
|
Ms.
Walker is the President and Chief Executive Officer of Elm Street
Resources Inc., an energy marketing company based in Paintsville,
Kentucky. Ms. Walker is also the Director of the eKentucky Advanced
Manufacturing Institute, Inc., a workforce development training
facility in Eastern Kentucky. She brings more than 30 years’
experience in various energy and financial related business
endeavors to our Board. Ms. Walker holds an MBA from Xavier
University. Prior to starting Elm Street Resources, she served as
Secretary and Controller of Agip Coal, USA, a subsidiary of the
Italian National Energy Agency ENI. She is currently a member of
the National Coal Council; a member of the Kentucky Coal
Association; a member of the Kentucky Judicial Campaign Conduct
Committee; and the Chair of the Morehead State University Board of
Regents. Ms. Walker was a founder and board member of First
Security Bank, Lexington, Kentucky and of Great Nations Bank,
Norman, Oklahoma.
The
Board of Directors has concluded that Ms. Walker is well qualified
and should serve as a director of the Company on the basis of her
contributions to the Company as a director since 2017, and because
of her extensive energy-related business experience including in
areas of sales and marketing, executive management and finance,
developed by serving as an executive officer and director of
various entities.
|
Rob Chang
, 43, MBA
|
Director
|
Rob
Chang has 26 years of experience in the financial services industry
and is a sought after expert in uranium markets. An experienced
senior executive, he currently sits on the boards of publicly
traded mineral resource companies. He is currently the Co-Founder
and Chief Executive Officer of Gryphon Digital Mining and his past
roles include serving 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. 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
Q1 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 $3 billion in assets. He was also on
a five-person multi-strategy hedge fund team where he specialized
in equity and derivative investments. Mr. Chang completed his MBA
at the University of Toronto’s Rotman School of Management.
Mr. Chang also serves as a director on the boards of Fission
Uranium Corp. (since April 2018) and Shine Mineral Corp. (since
November 2018).
The
Board of Directors has concluded that Mr. Chang is well qualified
and should serve as a director of the Company on the basis of his
contributions to the Board since 2018, and his extensive knowledge
of the financial markets and financial services industry, as well
as his knowledge of the uranium mining industry.
P
roposal No.2
Re-Appointment
of PricewaterhouseCoopers LLP, Chartered Professional Accountants,
as our Independent Auditors and Approval for the Directors to Fix
the Remuneration of the Auditors
Appointment of Auditor
The
Audit Committee selected and has recommended the independent
accounting firm of PricewaterhouseCoopers LLP with respect to the
audit of our financial statements for the year ended December 31,
2021. At the Meeting, it is proposed to re-appoint
PricewaterhouseCoopers LLP, Chartered Professional Accountants, as
auditors of the Company, to serve until the next annual meeting of
shareholders with their remuneration to be fixed by the Board of
Directors.
9
In the
interests of safety, and in light of ongoing travel and gathering
conditions related to COVID-19, we currently expect that our Audit
Partner from PricewaterhouseCoopers LLP will participate in our
Meeting by telephone.
Independent Accountant Fees and Services
PricewaterhouseCoopers
LLP and its affiliates have been the auditors of Ur-Energy since
December 2004. The fees accrued for audit and audit-related
services performed by PricewaterhouseCoopers LLP in relation to our
financial years ended December 31, 2020 and 2019, paid and shown
below in C$, were as follows:
|
|
December 31,
2020
|
December 31,
2019
|
|
Audit
fees
(1)
|
$171,200
|
$
209,475
|
|
Audit
related fees
(2)
|
$
55,300
|
$
57,750
|
|
All
other fees
(3)
|
$
59,810
|
$
21,129
|
|
Total
|
$286,310
|
$ 288,354
|
(1)
Audit fees
consisted of audit services, reporting on internal control over
annual financial reporting and review of such documents filed with
the securities regulators.
(2)
Audit related fees
were for services in connection with quarterly reviews of the
consolidated financial statements and review of such documents
filed with the securities regulators.
(3)
All other fees
include fees related to financing activities, if any, and our shelf
registration and at-market sales agreement. We have not incurred
audit fees billed for tax compliance, tax advice, and tax planning
services during either 2019 or 2020.
Audit Committee’s Pre-Approval Practice
All
services reflected in the preceding table for 2020 and 2019 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 PricewaterhouseCoopers LLP, Chartered Professional Accountants,
as auditors of the Company to hold office until the close of the
next annual meeting of shareholders or until PricewaterhouseCoopers
LLP is removed from office or resigns, and to authorize the Board
of Directors of the Company to fix the remuneration of
PricewaterhouseCoopers LLP as auditors of the Company.
Recommendation of Ur-Energy’s Board of Directors
The Board of Directors recommends that the shareholders vote FOR
the re-appointment of PricewaterhouseCoopers LLP, Chartered
Professional Accountants, and to authorize the Board of Directors
of the Company to fix the remuneration of PricewaterhouseCoopers
LLP 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.
P
roposal No. 3: Approval, on an Advisory Basis, of the
Compensation of the Company’s Named Executive
Officers
Advisory Vote on Named Executive Officer Compensation
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.
10
We
conducted a similar advisory vote in 2020 and approximately 86% of
the votes cast at that meeting voted in favor of the compensation
of our Named Executive Officers. For the past five years, our
advisory “say on pay” vote has averaged above 90%. 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.
We are
continuing our practice of having an annual say-on-pay advisory
vote, so the next advisory vote will occur at our annual meeting in
2022.
The
Compensation Committee and the Board of Directors believe that our
compensation policies and procedures are effective in achieving our
goals. 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 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)
short-term incentives (including cash bonus awards and performance
conditions for such awards), (ii) long-term incentives (including
equity awards of stock options and restricted share units which
vest over varied periods of two to three years), and (iii) share
ownership guidelines for executive officers, reward sustained
performance that is aligned with long-term shareholder interests.
Shareholders are encouraged to read both “
Compensation Program
” and
“
Executive
Compensation
” sections below, as well as the
compensation tables and related narrative disclosure. 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.
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.
P
roposal No.
4:
Approval of the
Amendments to the Ur-Energy Inc. Amended and Restated Restricted
Share Unit and Equity Incentive Plan (the “RSU&EI
Plan”)
At the
Meeting, shareholders will be asked to consider and pass a
resolution substantially in the form set out below, to approve and
ratify amendments to the Ur-Energy Inc. Amended and Restated
Restricted Share Unit and Equity Incentive Plan (the
“RSU&EI Plan”).
The
amendments to be approved allow for grants of (a) performance share
units (“PSUs”) and (b) direct issuance of Common Shares
(with or without conditions of vesting), as well as to change the
name of the plan. The amendments do not request any increase in the
percentage number of shares available for issuance under the
RSU&EI Plan. The RSU&EI Plan, including these recent
amendments, as approved by the Board of Directors, is summarized in
more detail under the heading “
Stock Options and Amended and Restated
Restricted Share Unit and Equity Incentive Plan
,”
below.
A copy
of the RSU&EI Plan is attached to this Circular as
Schedule A
. A
shareholder may also obtain a copy of the plan from the Secretary
of the Company upon request at 10758 West Centennial Road, Suite
200, Littleton, Colorado, 80127, telephone
720-981-4588.
11
As
amended, the RSU&EI Plan continues to include directors and
employees, including executive officers, of Ur-Energy as possible
eligible participants. As at April 13, 2021, there are 10 employees
and six non-executive directors who are eligible to participate in
the plan. As at April 13, 2021, the closing price of our Common
Shares on the NYSE American was $1.10 and on the TSX was
C$1.37.
The
Board of Directors believes that it is in the best interests of the
Company to amend the RSU&EI Plan in these ways to enhance our
compensation program and specifically our bonus programs, to
continue to permit the Board of Directors to grant RSUs and to
expand our long-term incentives to include PSUs and direct share
issuances of Common Shares (“DSIs”) to directors and
employees, including executive officers, of the Company and its
subsidiaries. The additional bonus alternatives that these
amendments provide also supports our continuing efforts to attract
and retain highly qualified directors and employees, including
executive officers, who will be motivated towards the success of
the Company. The RSU&EI Plan, including these amendments,
encourages share ownership in the Company by directors and
employees, including officers, who work on behalf of the
Company.
If at
the Meeting, the shareholders of the Company do not approve the
amendments as proposed, all currently outstanding RSUs and the
existing Amended and Restated Restricted Share Unit Plan (the
“Existing RSU Plan”) as previously approved by the
shareholders on May 2, 2019, will be unaffected, and future grants
will be made under the Existing RSU Plan in its form prior to the
amendments by the Board of Directors on April 13,
2021.
Because
the RSU&EI Plan participants and the amounts of any awards are
determined in the absolute discretion of the Board of Directors,
the benefits to be delivered under the amended RSU&EI Plan at
this time are indeterminable at this time.
BE
IT RESOLVED THAT:
1.
The amendments to
the Ur-Energy Inc. Amended and Restated Restricted Share Unit and
Equity Incentive Plan, as set forth fully in
Schedule A
to this
Circular (the “RSU&EI Plan”), be and are hereby
ratified, confirmed and approved; and
2.
Any director or
officer of the Company be and each of them is hereby authorized,
for and on behalf of the Company, to do such things and to sign,
execute and deliver all such documents that such director or
officer may, in their discretion, determine to be necessary or
useful in order to give full effect to the intent and purpose of
this resolution.
The
Board of Directors recommends that the shareholders vote FOR the
RSU&EI Plan Amendments Resolution.
The
TSX rules provide that all eligible insiders in order to
participate in the RSU&EI Plan may not vote on these
amendments. Accordingly, the RSU&EI Plan resolution must be
passed by a majority of votes cast by shareholders present in
person or represented by proxy at the meeting, excluding 5,674,838
Common Shares held by certain insiders of the Company and their
affiliates.
12
M
ANAGEMENT
Identification of Executive Officers
|
Jeffrey T. Klenda
, 64, B.A.
|
Chairman, President & Chief Executive Officer
|
Mr.
Klenda graduated from the University of Colorado in 1980 and began
his career as a stockbroker specializing in venture capital
offerings. Prior to founding Ur-Energy in 2004, he worked as a
Certified Financial Planner and was a member of the International
Board of Standards and Practices. In 1986, he started Klenda
Financial Services, an independent financial services company
providing investment advisory services to high-end individuals and
corporate clients as well as providing venture capital to
corporations seeking entry to the U.S. securities markets. In the
same year, Mr. Klenda formed Independent Brokers of America, Inc.,
a national marketing organization. He also served as President of
Security First Financial, a company he founded to provide
consultation to individuals and corporations seeking investment
management and early-stage funding. Over the last 35 years, Mr.
Klenda has acted as an officer and/or director for numerous
publicly traded companies, having taken his first company public at
28 years of age. Mr. Klenda has served as the Chairman of the Board
of Directors of the Company since 2006. He served as Executive
Director from January 2006 to May 2015. Thereafter, he served as
Acting Chief Executive Officer until being named President and
Chief Executive Officer by our Board of Directors in December
2016.
|
Roger L. Smith,
63,
CPA,
MBA, CGMA
|
Chief Financial Officer and Chief Administrative
Officer
|
Mr.
Smith has 35 years of mining and manufacturing experience including
finance, accounting, IT, ERP and systems implementations, mergers,
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 May 2011, when he assumed
the title and responsibilities of Chief Administrative Officer as
well as Chief Financial Officer. Mr. Smith joined Ur-Energy in
May 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 September 2000 to May 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.
|
Steven M. Hatten
, 58,
B.Sc.
|
Vice President Operations
|
Mr.
Hatten has served as Ur-Energy’s Vice President Operations
since 2011. Prior to that, Mr. Hatten was Ur-Energy’s
Engineering Manager from 2007 to 2010 and Director of Engineering
and Operations 2010 to 2011. He has over 25 years of experience
with a strong background in
in
situ
recovery uranium design and operations. He previously
worked as a Project Engineer for Power Resources, Inc., the 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.
|
John W. Cash
, 48,
M.Sc.
|
Vice President Regulatory Affairs
|
Mr.
Cash has been our Vice President Regulatory Affairs since 2014.
Previously, he was named Vice President Regulatory Affairs,
Exploration & Geology in 2011 and served in that capacity until
March 2014. Prior to 2011, Mr. Cash was our Environment, Health,
Safety and Regulatory Affairs Manager from 2007 to 2010 and
Director of Regulatory Affairs 2010 to 2011. He previously worked
for Crow Butte Resources, Inc. a subsidiary of Cameco, from 2002 to
2007, including as Senior Environmental/Safety Superintendent,
Safety Director/Wellfield Supervisor and Operations Superintendent.
Prior to that time, Mr. Cash also worked in uranium exploration. He
is a Fellow of the World Nuclear University Summer Institute, 2005.
Mr. Cash has a Master of Science in geology and geophysics from the
University of Missouri-Rolla.
|
|
|
13
|
Penne A. Goplerud
, 59,
JD
|
General Counsel & Corporate Secretary
|
Ms.
Goplerud has 25 years of diverse legal experience in complex
litigation, business matters and natural resources transactions.
She was named General Counsel and Corporate Secretary of the
Company in 2011, having joined Ur-Energy as its Associate General
Counsel in 2007. While in private practice, she represented clients
in commercial litigation, arbitration and mediation involving
mining, oil and gas, commercial and corporate disputes, securities
and environmental law. She also has counseled business clients and
represented clients in the negotiation of business transactions.
Prior to joining Ur-Energy, much of Ms. Goplerud’s practice
focused on natural resources work in the U.S. and abroad. Ms.
Goplerud obtained her JD from the University of Iowa College of
Law.
C
OMPENSATION 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 of our employees. The Compensation
Committee reviews and makes recommendations to the Board with
respect to the overall approach to compensation for all of our
employees, and specifically with respect to our executive officers,
including the Chief Executive Officer, Jeffrey Klenda, and the
remuneration of directors.
Pursuant
to our obligations of disclosure as a smaller reporting company,
our named executive officers (“Named Executive
Officers” or “NEOs”) for 2020 were:
●
Jeffrey T. Klenda,
Chairman, President and CEO
●
Roger L. Smith,
Chief Financial Officer and Chief Administrative
Officer
●
Penne A. Goplerud,
General Counsel and Corporate Secretary
We
maintain a compensation program in which both performance and
compensation are routinely evaluated. Further, we maintain a
program in which (a) pay for performance is supported by a
significant percentage of executive pay being at risk (50% of CEO
compensation; 45% of other executive officers); (b) motivating
executive officers to create shareholder value by using total
shareholder return as a part of the Company’s “Total
Company” objectives; (c) performance by all employees on
personal objectives and corporate objectives is evaluated, with
executive officers’ short-term incentive bonus awards being
more closely aligned to performance on corporate objectives (60%)
based upon the greater opportunity, and responsibility, to shape
corporate performance (hourly and non-managerial staff bonuses are
more heavily weighted to their personal objectives) with generally
80% of an executive’s long-term incentive is based upon stock
options; (d) certain defined thresholds must be reached as a
minimum level of performance, typically 50% of the target (or, a
score of 2 on our 1-4 scale), before eligibility for payout on any
objective and, by contrast, short-term incentive bonuses are
effectively capped, as the maximum level of performance for each
objective is typically set at 150% of the target (or, a score of 4
on our 1-4 scale); (e) reasonable salaries and overall compensation
packages are based upon regularly updated compensation surveys and
ongoing review of peer comparators’ practices; (f) compliance
with executive stock ownership guidelines is routinely monitored;
(g) we have no multi-year contracts with executive employees, and
our employment agreements with executive officers protect
specialized and proprietary information, and contacts with
personnel obtained while employed with the Company; (h) we do not
permit repricing of stock options; (i) executives are not
permitted to hedge their beneficially-held Company’s shares;
and (j) we have adopted a clawback policy, all as discussed further
below.
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 clear link between the
achievement of these objectives and compensation payout. We have
thoughtfully reviewed the metrics and priorities most appropriately
used to establish and maintain that connection. In doing so, we
consider:
●
the
selection of corporate and personal objectives that are measurable
and tied to shareholder value creation, which is fundamental to our
success as a company;
●
executive
officers should be evaluated and paid based on performance and
achievement of both corporate and personal objectives;
and
●
executive
officers should have a clear understanding of how their performance
and the achievement of pre-determined objectives may influence
their compensation.
14
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:
●
Setting Objectives:
Establishment of
department and corporate objectives, followed by personal
objectives being approved, in conjunction with the approved budget
and our key performance objectives.
●
LTIP Awards to Incentivize:
As a part
of this step, the Compensation Committee recommends, and the Board
considers and approves the annual grant of stock options and RSUs
to those eligible for consideration. If its amendments are approved
by the shareholders at the Meeting, the RSU&EI Plan will permit
the Compensation Committee to grant other equity incentive awards
to eligible participants. See also “
Equity Incentive Plans
,”
below.
●
Performance Review:
Annually, in the
first quarter, we review our performance during the past year,
initially with a determination of performance on corporate
objectives (reviewed by the Compensation Committee and our Board).
Performance of all staff is reviewed; executive officers are
evaluated by the Chief Executive Officer and the Compensation
Committee; and, the Chief Executive Officer is evaluated by the
Compensation Committee and the Board of Directors. Based upon these
performance assessments, bonuses are determined and awarded, in the
discretion of the Compensation Committee and Board. See further
discussion under “
Short Term
Incentive Plan
” below.
●
COLA and Salary Revies:
Cost-of-living
adjustments to salaries are typically considered mid-year when best
data are available. Contemporaneously, a salary survey is
completed, with staff salaries adjusted to the findings of the
survey, as necessary, and/or for merit increases.
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 current executive officers.
The agreements contain standard employment provisions, as well as
salary, entitlement to a cash bonus to be determined in the
discretion of the Board, and statements of eligibility for Company
benefits (health and wellness benefits, paid time off, 401(k)
plan), and equity compensation plans (stock option and RSU plans).
The agreements also provide for post-termination obligations of the
executives (one-year non-solicitation provisions applicable to all
executive officers; and one-year non-competition provisions in the
agreements of Messrs. Hatten and Cash). Post-termination
obligations of the Company with respect to the NEOs, 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
compensation program for the executive officers on a periodic
basis.
15
Objectives to be Met Through “Pay Mix”
The
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. 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, financial and share
price criteria are utilized when selecting corporate and personal
objectives and establishing an appropriate combination of
pay.
The
compensation structure and “pay mix” in place for 2020
for our CEO and other executive officers was as
follows:
The
characteristics of the compensation program’s mix of pay, as
they relate to the executive officers, include:
●
a
significant portion of executive pay is at-risk;
●
executive
officers have a higher percentage of at-risk compensation relative
to other employees, because they have the greatest ability to
influence corporate performance;
●
60% of an executive’s short-term incentive
is based on corporate performance; and
●
80%
of an executive’s long-term incentive is composed of stock
options, which are highly leveraged to our share price
performance.
The
incentive compensation actually received by the executive officers
varies based upon individual performance and the achievement of the
pre-determined corporate and personal objectives and is ultimately
subject to the discretion of the Compensation Committee and the
Board.
16
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 which will aid in attracting and retaining
quality employees. Base salaries for all employees are reviewed
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
Total
cash compensation includes base salary and any variable (at risk)
short-term cash incentive compensation. Bonus awards under our
short-term incentive plan (“STIP”) are calculated using
a formula that is based upon performance in relation to corporate
objectives, set by the Chief Executive Officer and executive
management and approved by the Board, and in relation to personal
objectives, also overseen by the CEO and Board. The STIP program is
designed to recognize and reward both corporate and individual
performance results. Weighting of corporate and personal objectives
as related to the STIP program provides greater personal
responsibility of each executive officer for not only the corporate
objectives, but also his or her personal objectives which are tied
to that year’s corporate and departmental objectives. This,
too, was developed through consideration of peer group practices
and other standards.
We
continue to use corporate objectives to broadly measure our total
corporate performance in consideration of our STIPs, as well as for
other purposes. Health, safety and environmental performance
objectives are embedded throughout our process. As well, we have
continued to ask each employee to adopt a personal safety objective
each year. We continue to evaluate Total Company, Lost Creek,
Pathfinder Mines and Corporate Services objectives.
Each
performance objective is measured on three performance levels
(Threshold, Target and Maximum). Threshold, Target and Maximum
performance-level values are based on quantifiable measures when
possible, where typically the Threshold value is 80% of Target and
the Maximum value is 120% of Target. When quantifiable measures are
not possible, or more than one measure is used, we use a four-point
scale to measure results. The target level of performance is set at
an aggressive level that represents a ‘reasonable
stretch.’ For example, when using our four-point scale to
measure results, a score of 3 (Fully Successful) is used as the
Target. Achieving the Target would result in a 100% payout of the
objective. The Threshold level of performance is the minimum
performance that must be met before being eligible for any payout.
The Threshold performance level is typically set at 80% of Target,
or a score of 2 (Partially, but not Fully, Successful Performance)
on the four-point scale. There is no payout if the Threshold is not
met. Achieving the Threshold would result in a 50% payout. Maximum
level of performance is typically set at 120% of Target, or a score
of 4 (Superior Performance). Achieving or exceeding the Maximum
would result in a 150% payout.
The
following table shows the current target levels and weightings used
to establish STIP awards for our Executive Officers, including our
CEO:
|
STIP
Targets and Weights
|
|||
|
POSITION
|
STIP Target
(% of
Base Salary)
|
Corporate
Objectives
Weight
|
Persona
lObjectives
Weight
|
|
Chairman, President
and CEO: Jeffrey T. Klenda
|
40%
|
60%
|
40%
|
|
Other
Executive Officers
(CFO,
Corporate Secretary, Vice President Operations and Vice President
Regulatory Affairs)
|
30%
|
60%
|
40%
|
17
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:
Long-Term Equity Incentives
The
long-term incentive plan (“LTIP”) includes our Option
Plan and the RSU&EI Plan (or, with the Option Plan, the
“Plans”). The Plans together form a long-term incentive
plan for employees including executive officers and, in the case of
the Option Plan, our consultants. Eligibility for participation and
awards under the Plans are determined by the Compensation
Committee, considering the recommendations of the Chief Executive
Officer (and, for the Chief Executive Officer, the recommendations
of the Compensation Committee to the Board). The purposes of the
Plans are to provide eligible participants with the opportunity to
own Common Shares of the Company, enhance Ur-Energy’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 Plans are based upon a
pre-established formula tied to base salary and the compensation
structure. The LTIP target for our CEO is 60% of his base salary;
the LTIP target for our other Named Executive Officers is 50% of
his or her base salary. A more detailed discussion of the Plans,
including amendments to the RSU&EI Plan which our shareholders
are asked to be approved at the Meeting, can be found below under
“Stock Options and Restated
and Amended 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 levels of perquisites provided to the
employees and executive officers to ensure competitiveness and
value. Executive officers participate on the same terms as other
employees in our healthcare and other benefit programs including a
401(k) Plan, medical, prescription drug, dental, vision, short- and
long-term disability, life and supplemental life insurances;
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 December 2020. 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. Based upon 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.
2020 Review of Compensation Program and Establishment of Peer
Group
The
Compensation Committee from time to time undertakes a comprehensive
review of our compensation program which includes competitive
market data, pay grades, share ownership guidelines and short-term
and long-term incentives. Most recently, a review of the program
was completed in 2020. As we typically have done, the compensation
program review included the development of our peer group, to be
utilized for multiple purposes. As with other peer comparator
groups before it, the peer group was used within our corporate
objectives as a base from which we can compare our performance to
peer companies and is also used for comparison when we evaluate our
directors’ and officers’ compensation. If the selected
peer group has insufficient depth of data for a particular
executive’s compensation, we extend our review to companies
outside the peer group which have similar executive positions.
Generally, the Compensation Committee reviews and/or updates our
peer group annually and then recommends it, with any changes or
additions, to the Board for its approval.
18
The
peer group approved by the Board for 2020 included six uranium
producers and explorers and ten other mining companies
(
e.g.,
gold, silver) with
similar revenues, total assets and market capitalization, with a
focus on U.S. or North American based companies. Our review
continues to reflect a lack of similarly-situated uranium explorers
and producers and therefore reaches out into other sectors of the
mining industry to operating companies. Generally, our ranking is
in the middle of the peer group in terms of revenues, total assets
and market capital. Our 2020 peer group, as approved by the Board
of Directors, is as follows:
|
ALEXCO
Resource Corp.
|
Americas
Gold and Silver Corporation
|
Argonaut
Gold Inc.
|
|
Denison
Mines Corp.
|
Endeavour
Silver Corp.
|
Energy
Fuels Inc.
|
|
Fission
Uranium Corp.
|
Gold
Resource Corporation
|
Golden
Star Resources Ltd.
|
|
Great
Panther Mining Limited
|
Largo
Resources Ltd.
|
NexGen
Energy Ltd.
|
|
Seabridge
Gold Inc.
|
Silvercorp
Metals Inc.
|
Uranium
Energy Corp.
|
|
Westwater
Resources, Inc.
|
|
|
As a
result of our compensation program review and establishment of the
peer group, no changes to our compensation program were determined
to be appropriate at this time.
2020 Performance on Objectives
Our
corporate objectives during 2020 continued to focus on safe,
compliant operations at Lost Creek, while addressing the continuing
challenges in the uranium recovery and fuel-cycle industries. The
overlay of the COVID-19 pandemic, and challenges resulting from
general uncertainty, market upheaval, gathering and travel
restrictions, remote work, and other aspects of the ‘new
normal,’ while maintaining physical and mental wellness, led
us to a broader focus for the year’s objectives. Due to the
evolving conditions, our plans were considered and refined from
time to time by our executive management and Board. In its review
of the performance-to-objectives for 2020, our Board made the
assessment that the Company’s performance, and the
performance of each executive, generally met or exceeded our
performance objectives. Highlights of 2020 corporate performance
are discussed below.
The
Company ended the year with a cash and cash equivalents balance of
$4.3 million. Excluding net realizable value adjustments, we
recognized a gross profit related to U
3
O
8
sales of $3.1
million during 2020, which represents a gross profit margin of
approximately 38 percent. The Company realized an average price per
pound sold of $41.50 or approximately 29 percent above the
year’s average spot price. Purchased pounds were delivered
into all contractual commitments in 2020, permitting us to preserve
our ready-to-sell inventory at the conversion facility. At
year-end, the inventory totaled 268,485 pounds U
3
O
8
, and, currently,
is approximately 285,000 pounds U
3
O
8
. Additionally,
various financings over the past 15 months permit us to now hold
our production inventory pending improved spot market pricing or to
deliver into the new U.S. uranium reserve.
During
2020, we remained dedicated in our pursuit of a renewed and healthy
uranium mining industry which is vital to U.S. energy and national
security. While our Section 232 trade action (2018-2019) did not
result in immediate trade action by the White House, it is the
foundation from which the new national uranium reserve is being
established by the U.S. Department of Energy.
The
U.S. Nuclear Fuel Working Group (the “Working Group”),
which was formed as a direct result of our trade action, issued its
report in Q2 2020 with numerous strong recommendations to
reinvigorate the nuclear fuel cycle industries, beginning with the
uranium recovery industry. We continued in our efforts as a
stakeholder throughout the year, and are pleased with the ultimate
relief package, which included an initial appropriation of $75M for
FY2021 for the establishment of the uranium reserve program.
Federal budget recommendations include a ten-year program with an
annual appropriation of $150M through FY2030.
Additionally,
we advocated for the extension and amendment to the Russian
Suspension Agreement (“RSA”) which was not only
extended 20-years at an average lower annual import rate for the
additional term, but the extended RSA was then codified by Congress
in December 2020.
19
On
project-specific regulatory efforts, we continued to advance the
permitting and licensing of our Shirley Basin project, for which we
expect to receive all major regulatory approvals in 2021 H1. The
BLM granted its approval in 2020 Q2; we also received other state
permits and authorizations for the project during 2020. Our
applications to amend the Lost Creek permits and licenses to
include the KM and LC East Project expansion also advanced during
the year, with the State of Wyoming Uranium Recovery Program
granting the amendment to our Lost Creek source material license in
2021 Q1. All other major authorizations and permits for this
expansion are also expected to be received in 2021.
Due to
the impacts to the economy of the COVID-19 pandemic and the
continuing depressed market conditions, we conducted no development
work at Lost Creek in 2020. Continued production from MU1 and the
first three header houses of MU2 allowed us to capture
approximately 10,790 pounds U
3
O
8
at Lost Creek.
During the year, we dried and drummed 15,873 pounds U
3
O
8
, which was
shipped to the conversion facility in 2021 Q1. Controlling
production at lower rates, even with reduced staff, allowed us to
further optimize production processes, conduct additional
maintenance and generally continue with full operational readiness
to ramp up production when conditions warrant. Our long-tenured
staff has completed extensive cross training and represents
significant production expertise for our current and future
operations.
In Q2,
we made application for SBA Paycheck Protection Program loans,
which allowed us to further support Lost Creek and our corporate
and professional staff. We reached agreement with the State of
Wyoming and Sweetwater County to defer an additional 18 months of
principal payments on our State Bond Loan, resulting in a $7.8
million dollar savings in that period. Additionally, we completed a
registered direct public offering in August 2020, from which we
realized $4.3 million net proceeds. Together with the public
offering we completed in February 2021 (gross proceeds $15.2
million), our cash position as of February 24, 2021, was $18.6
million.
With
our continuing focus on safe and compliant operations, it is
notable that Lost Creek received strong inspection reports and
operated in an environmentally sound fashion, notwithstanding the
challenges of the year and further reduced staffing. We continue to
strengthen our robust safety culture at Lost Creek and throughout
the Company. Although we had a commuter accident early in the year
which resulted in lost-time, Lost Creek site operations and
elsewhere throughout the Company and our other projects remained
free from lost-time accidents.
While we have had occasions under
which it was advised that a staff member self-isolate for a period
of time, we had only one staff member ill with COVID-19. There was
not a material impact on operations during the absence of this
individual from work. We remain vigilant in monitoring ongoing
changes to public health guidance and look to safeguard our staff
and operations to the ongoing pandemic. Additionally, we will
continue to remain stewards of the environment with our oversight
of operations at Lost Creek and all of our mineral
properties.
2021 Compensation Program and Outlook
We
currently anticipate that the compensation program will remain
largely the same in 2021 for employees and executive officers. The
continuing market environment is such that we are maintaining a
reduced production level, while optimizing our operational
readiness. If additional supply destruction causes market
conditions to improve, or when the implementation of the U.S.
uranium reserve is complete, we stand ready to enter additional
contracts and ramp-up production at Lost Creek. Development and
construction of Shirley Basin may also proceed, following receipt
of all authorizations and appropriate market
conditions.
The
establishment of the uranium reserve is encouraging; however, there
can be no certainty of the timing of the procurement process or our
role in the program, and therefore, the outcome of this continuing
process and its effects on the U.S. uranium market is
uncertain.
We have
maintained our Lost Creek assets and retained core technical,
operational and management staff to run the safest, optimal
operations, and to be prepared to ramp-up when market conditions
improve. With initial development costs of approximately $14
million and no significant capital expenditures, these measures
also provide us with the operational leverage for an efficient and
low-cost ramp-up at Lost Creek when warranted.
We will
continue to concentrate on operating safely in an
environmentally-sound fashion, focusing on the health and
well-being of our employees, including in the continuing
circumstances surrounding COVID-19, while returning value to our
shareholders.
20
Additional Compensation Practices
Share Ownership Guidelines
All of
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, in 2009, our Board
mandated that each executive officer of Ur-Energy, whether then
appointed or appointed thereafter, is required to invest an amount
equal to one times the executive officer’s annual base salary
in shares or securities redeemable into shares on or before the
later of (i) December 31, 2013, (ii) the fifth anniversary of the
executive officer’s appointment, or (iii) the date of the
most recent salary increase. The investment amount is calculated
using the amount of the base salary of the executive officer at the
later of (i) January 1, 2009, (ii) the date of executive
officer’s appointment, or the date of the most recent base
salary increase. The share ownership requirements are also
applicable to the non-executive directors who are required to
invest an amount equal to three times their annual retainer. See
further discussion under “
Share Ownership Guidelines for
Directors,
” below. As at December 31, 2020, all
directors and executive officers meet the Share Ownership
Guidelines or are on-track to meet the Share Ownership Guidelines
within the prescribed timeframes.
Anti-Hedging Policy; Pledging
We have
a formal anti-hedging policy which prohibits our executive officers
and directors from engaging in any 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.
The
Board has not formally adopted a policy restricting the pledging of
its Common Shares held by executive officers or directors as,
historically, there has been little or no pledging of the
Company’s shares by our executive officers or directors.
Currently, only one insider has pledged Common Shares; those
pledged Common Shares represent less than one percent of our issued
and outstanding shares. Among the directors and executive officers,
there have been no other pledged Common Shares of the Company.
See
notes to
Security Ownership of
Management
table, above.
Clawback Policy
The
Company has adopted a clawback policy pursuant to which the Company
would be entitled to recoup incentive compensation amounts paid to
executive officer(s) in the event of a future restatement of
financial results and other specified events.
This policy covers all incentive cash and equity
compensation, including any cash bonuses, RSUs or stock options
received by the executives. It provides that the Board may direct
the Company to recoup the incentive cash and equity compensation of
the executive(s) at fault if all three of the following events
occur:
●
the
Company makes an accounting restatement of our financial statements
if there is a material financial reporting non-compliance under
securities laws; and
●
the
executive(s) engaged in gross negligence, intentional misconduct or
fraud which caused or significantly contributed to the restatement;
and
●
the
executive(s) was overcompensated with respect to incentive cash and
equity compensation during the year(s) subject to the
restatement.
If all three of the preceding events occur, the Board of Directors,
following review and recommendation by the Compensation Committee,
will decide when and how the policy will apply. The Company may
recoup the portion of incentive cash and equity compensation
received by the executive(s) at fault during the year(s) subject to
the restatement that is in excess of the incentive compensation
that would have been received based on the restated
results.
21
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 stock option and RSU grants.
Executive Compensation – Related Fees
The
Compensation Committee did not utilize any third-party consulting
services during 2020. Management and the Compensation Committee
continue to utilize online data sources.
E
XECUTIVE COMPENSATION
Say on Pay Advisory Vote in 2020
In
2020, our shareholders approved our compensation program for our
Named Executive Officers by a vote in favor of 86%. For the past
five years, our advisory “say on pay” vote has averaged
above 90%. The Compensation Committee believes the results of our
advisory votes on “say on pay” continue to confirm that
the clear majority of our shareholders are 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.
With
challenged uranium market conditions persisting, only an informal
review of executive compensation was made in 2020 as no changes
were anticipated to be made in executive compensation. We included
survey data from the peer group established by the Company,
utilizing publicly available data and studies. The review confirms
that our executive officers remain behind even the median ranges of
the comparator company data, with certain limited exceptions.
Effective in 2019, an initial correction was made to adjust the
base compensation of our CEO, Mr. Klenda. Due to continuing market
conditions, however, no further corrective action has been taken
since and recommended corrections to other executive pay have also
not been taken. No increase to executive pay was implemented during
2020; the last increase was when executives were provided cost of
living raises, only, in November 2019 at the same time such raises
were provided to all employees.
We
continue to review our human resources in light of the
Company’s current operations and needs. Responsive to both
persistently low uranium prices, and resulting reductions in
production, we have reduced our overall employee count from a
combined Ur-Energy USA (Wyoming/Colorado) and Lost Creek total of
90 employees at year-end 2013 to a combined 18 full-time employees
at year-end 2020. This reduction has included controlled attrition
as well as the reductions in force which have been implemented.
Eleven employees were laid off in 2020.
Pursuant
to our Board’s recommendation, we continue with an annual
advisory (non-binding) say on pay vote. Although our compensation
program has changed little in recent years, and we did not and do
not currently anticipate that the program will change
significantly, we believe that an annual update for our
shareholders is appropriate. Based upon the advisory vote by our
shareholders in 2020, concerning “say when on pay,” our
Board adopted an annual advisory vote for “say on pay.”
Our next say when on pay vote will be in 2026.
22
Summary Compensation Table
The
following table sets forth the summary information concerning
compensation earned during the financial years ended December 31,
2020 and 2019 by our Named Executive Officers serving at December
31, 2020.
|
Name and principal position
(1)
|
Year
|
Salary
($)
|
Bonus
(2)
($)
|
Stock awards
(3)(4)(5)
($)
|
Option awards
(3)(4)(5)
($)
|
Non-equity incentive plan compensation
($)
|
Change in pension value and nonqualified deferred
compensation
($)
|
All other compensation
(6)
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T. Klenda
|
2020
|
441,662
|
88,333
|
54,160
|
102,064
|
Nil
|
Nil
|
Nil
|
686,219
|
|
President
and
|
2019
|
426,050
|
112,183
|
62,082
|
109,917
|
Nil
|
Nil
|
Nil
|
710,232
|
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Roger L. Smith
|
2020
|
289,900
|
43,485
|
29,625
|
55,828
|
Nil
|
Nil
|
11,596
|
430,434
|
|
Chief
Financial Officer and
|
2019
|
282,425
|
54,487
|
33,958
|
60,124
|
Nil
|
Nil
|
11,297
|
442,291
|
|
Chief
Administrative Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Penne A. Goplerud
|
2020
|
260,624
|
39,094
|
26,634
|
50,190
|
Nil
|
Nil
|
10,425
|
386,968
|
|
General
Counsel and
|
2019
|
253,908
|
48,945
|
30,529
|
54,052
|
Nil
|
Nil
|
10,156
|
397,590
|
|
Corporate
Secretary
|
|
|
|
|
|
|
|
|
|
(1)
Each of the NEOs (Messrs. Klenda and Smith, and
Ms. Goplerud), and each of our other executive officers, has an
employment agreement with the Company, as has been amended from
time to time. See discussion under “
Employment Agreements with
Named Executive Officers”
above and
“Potential Payments Upon
Termination or Change of Control – Employment Agreements with
our Named Executive Officers”
below.
(2)
Annual
incentive plan awards are shown in the year earned. As described
above, STIP awards are typically determined in the first calendar
quarter based upon performance to corporate and personal objectives
for the preceding year. The 2019 STIP awards for the executive
officers, which would have been paid in 2020, were postponed by the
Board in deference to the effects of and uncertainty caused by the
COVID-19 pandemic. These STIPs were considered in 2021 and the
determination was made by the Board to pay the 2019 STIPs at a rate
reduced by 50%. Additionally, the Board determined that the STIP
awards for executives for 2020, which have been paid in 2021, would
be premised on an assessment of the Company and each executive
having generally met or exceeded performance standards, and then be
reduced by 50%. The Board may, in the future, consider the
feasibility of making some payout of the 2020 STIPs as may be
suggested by the Compensation Committee.
(3)
The
issuance of share-based and option-based awards in conjunction with
the LTIP are shown in the year they were issued.
(4)
Canadian dollar figures have been converted to
U.S. dollar figures at the average exchange rate for 2020 of C$1.00
= US$0.7461412; and for 2019 of C$1.00 = US$0.7537308 as quoted by
Bank of Canada on its website
www.bankofcanada.com
.
(5)
For additional information regarding the fair
value of stock options and RSUs, as at December 31, 2020 (using the
Company’s TSX closing stock price of C$1.04 (~US$0.80) on the
last trading day of 2020), see Annual Report on Form 10-K, note 13
to Financial Statements, which has been filed with the SEC at
https://www.sec.gov/edgar.shtml and with Canadian securities
regulators, and is available at
https://sedar.com
.
(6)
Reflects only the Company’s
matching contribution toward the executive’s 401(k)
retirement account. Other aspects of compensation or perquisites
are of a non-material value, and/or are provided to executive
officers in the same fashion as all employees of the Company
(
e.g.
,
healthcare, disability, and other insurance
s).
23
E
QUITY INCENTIVE PLANS
The following table sets forth certain summary information
concerning our equity compensation plans as at December 31, 2020.
Directors, officers, employees, and consultants are eligible to
participate in the Option Plan. Directors and employees, including
executive officers, are eligible to participate in the RSU
Plan.
|
|
Number of Common Shares to be Issued Upon Exercise of Outstanding
Options, Warrants and Rights
|
Weighted Average Exercise Price of Outstanding
Options, Warrants and Rights
(2)
(US$)
|
Number of Common Shares Remaining for Future Issuance (Excluding
Common Shares to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights)
|
|
Equity compensation plans approved by
securityholders
(1)
|
13,315,386
|
$ 0.61
|
1,692,334
|
|
Equity compensation plans not approved by
security-holders
|
-
|
-
|
-
|
(1)
Our
shareholders have approved both the Option Plan and the Existing
RSU Plan (as defined), and are asked to do so on a routine, every
three-year basis.
(2)
The exercise price
represents the weighted exercise price of the 11,910,424
outstanding stock options at December 31, 2020.
Stock Options and the Amended and Restated Restricted Share Unit
and Equity Incentive Plan
We
adopted the Ur-Energy Inc. Amended and Restated Stock Option Plan
in 2005 in order 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. The RSU Plan has allowed participants to earn Common Shares
over time, rather than options that give participants the right to
purchase shares at a set price. Proposed amendments to rename and
include additional equity incentives as part of the RSU Plan which
are proposed to be approved by the shareholders at this Meeting are
described below.
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. As of April 13, 2021, we have listed and reserved
13,283,902 Common Shares in the aggregate of a total 18,938,910 (or
10%) available. We have 11,003,195 Common Shares reserved under the
Option Plan, and 2,280,707 Common Shares reserved under the RSU
Plan. Therefore, up to 7,626,240 Common Shares (4%) are
available under the Plans.
Of the
shares currently reserved, 9,967,551 options for Common Shares have
been granted and are outstanding, as of April 13, 2021, or
approximately 5.3% of our issued and outstanding Common Shares.
There are 1,345,119 RSUs that have been granted and are outstanding
as of April 13, 2021, or approximately 0.7% of our issued and
outstanding Common Shares. Historically, we have allocated
approximately 80% of those reserved shares to the Option Plan and
20% to the RSU 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. The run rate (or,
“burn rate”) on the equity plans for the past three
years is as follows:
|
|
2020
|
2019
|
2018
|
|
Stock Option Plan
|
1.8%
|
1.8%
|
1.5%
|
|
Restricted Share Unit Plan
|
0.4%
|
0.4%
|
0.3%
|
As at
April 13, 2021, the closing price of our Common Shares on the NYSE
American was $1.10 and on the TSX was C$1.37.
24
Option Plan
Under
the Option Plan, options may be granted to our directors, executive
officers, eligible employees and consultants. As of April 13, 2021,
there are 10 employees and six non-executive directors who are
eligible to participate in the Option Plan. The Option Plan was
most recently approved by shareholders on May 6, 2020.
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.
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 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 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.
25
Amended and Restated Restricted Share Unit and Equity Incentive
Plan (RSU&EI Plan)
The
Existing RSU Plan was originally adopted by the Board of Directors
on May 7, 2010 and, as previously amended, was approved in its
entirety most recently by our shareholders on May 2, 2019. The
shareholders are asked at the Meeting to approve amendments to the
Existing RSU Plan, approved in April 2021 by the Board of
Directors, on the recommendation of the Compensation Committee,
including the renaming of the plan as the “Amended and
Restated Restricted Share Unit and Equity Incentive Plan”
(“RSU&EI Plan”). In addition to the restricted
share units available for grant under the plan currently, the
amendments permit the granting of awards within our compensation
program of (a) performance share units (“PSUs”); and
(b) direct share issuances of Common Shares (“DSIs”) to
eligible participants.
The
amendments do not request any increase in the percentage number of
shares available for issuance under the RSU&EI Plan. The
amendments are also described in Proposal No. 4, above, and the
full text of the plan is attached as Schedule A of this Circular.
As discussed above under “
Particulars of Matters To Be Acted
Upon,
” the TSX rules provide that all eligible
insiders in order to participate in the RSU&EI Plan may not
vote on these amendments. Accordingly, the resolution must be
passed by a majority of votes, excluding 5,674,838 Common Shares
held by certain insiders of the Company and their
affiliates.
Under
the RSU&EI Plan, including its amendments, awards of RSUs, PSUs
and DSIs, may be granted to directors and employees, including
executive officers, of the Company as possible eligible
participants. As of April 13, 2021, there are 10 employees and six
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.
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
corporation 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.
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 corporation 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.
26
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 discretionary
determinations of the Committee under the plan. Unless otherwise
provided in a PSU grant agreement upon a participant’s
termination of employment or other service or death prior to the
end of the performance period for an award of PSUs, such 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 Unit
(RSUs)” 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 Corporation 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 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.
27
Outstanding
Equity Awards at December 31, 2020
The
following table sets forth information concerning the value vested
or earned in respect of incentive plan awards during the year ended
December 31, 2020 by each of the Named Executive
Officers.
|
|
Option-based Awards
|
Share-based Awards
|
|||||||
|
Name
|
Number of securities underlying unexercised options
(#)
exercisable
|
Number of securities underlying unexercised options
(#)
unexercisable
|
Equity incentive plan awards: number of securities underlying
unexercised options (#)
|
Option exercise price
(C$)
|
Option expiration date
|
Number of shares or units of stock that have not vested
(#)
|
Market value of shares or units of stock that have not
vested
(US$)
|
Equity incentive plan awards: number of unearned shares, units or
other rights that have not vested
(#)
|
Equity incentive plan awards: Market or payout value of unearned
shares, units or other rights that have not vested
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey T.
Klenda
|
338,118
|
Nil
|
Nil
|
0.73
|
12/16/21
|
|
|
|
|
|
|
239,422
|
Nil
|
Nil
|
0.90
|
12/15/22
|
|
|
|
|
|
|
73,284
|
37,752
|
Nil
|
0.93
|
08/20/23
|
|
|
|
|
|
|
68,528
|
35,303
|
Nil
|
0.91
|
12/14/23
|
|
|
|
|
|
|
139,015
|
278,029
|
Nil
|
0.79
|
11/05/24
|
|
|
|
|
|
|
Nil
|
460,865
|
Nil
|
0.63
|
11/13/25
|
|
|
|
|
|
|
|
|
|
|
11/05/21
|
104,261
|
85,165
|
Nil
|
Nil
|
|
|
|
|
|
|
11/13/22
|
115,217
|
94,114
|
Nil
|
Nil
|
|
Roger L.
Smith
|
241,184
|
Nil
|
Nil
|
0.73
|
12/16/21
|
|
|
|
|
|
|
170,788
|
Nil
|
Nil
|
0.90
|
12/15/22
|
|
|
|
|
|
|
52,276
|
26,930
|
Nil
|
0.93
|
08/20/23
|
|
|
|
|
|
|
48,884
|
25,183
|
Nil
|
0.91
|
12/14/23
|
|
|
|
|
|
|
76,040
|
152,079
|
Nil
|
0.79
|
11/05/24
|
|
|
|
|
|
|
Nil
|
252,087
|
Nil
|
0.63
|
11/13/25
|
|
|
|
|
|
|
|
|
|
|
11/05/21
|
57,030
|
46,584
|
Nil
|
Nil
|
|
|
|
|
|
|
11/13/22
|
63,022
|
51,479
|
Nil
|
Nil
|
|
Penne A.
Goplerud
|
216,836
|
Nil
|
Nil
|
0.73
|
12/16/21
|
|
|
|
|
|
|
153,546
|
Nil
|
Nil
|
0.90
|
12/15/22
|
|
|
|
|
|
|
46,999
|
24,212
|
Nil
|
0.93
|
08/20/23
|
|
|
|
|
|
|
43,948
|
22,640
|
Nil
|
0.91
|
12/14/23
|
|
|
|
|
|
|
68,360
|
136,721
|
Nil
|
0.79
|
11/05/24
|
|
|
|
|
|
|
Nil
|
226,630
|
Nil
|
0.63
|
11/13/25
|
|
|
|
|
|
|
|
|
|
|
11-05-21
|
51,271
|
41,880
|
Nil
|
Nil
|
|
|
|
|
|
|
11/13/22
|
56,658
|
46,280
|
Nil
|
Nil
|
P
OTENTIAL 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 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 our executive officers, including under
circumstances of termination without cause or change of control,
the Option Plan and RSU Plan govern the treatment of outstanding
equity compensation in the form of vested stock options and RSUs
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 time of the grant of the option, and all unvested
options will expire upon termination.
28
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 Corporation.
Change of Control and Termination Benefits Tables
Each of
our executive officers has entered into an employment agreement
that provides for certain payments if the executive’s
employment is terminated in connection with a change of
control. In addition, upon the occurrence of a change of
control, all of the executive officer’s 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, 2020 and that Named Executive Officer’s
employment terminated on that date. The Compensation Committee has
established a policy that the Company will not enter into an
employment agreement with any new executive officer that includes a
single-trigger severance arrangement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
Equity
|
|
Pension/NQDC
|
|
Perquisites/benefits
|
|
Tax
reimbursement
|
|
Other
|
|
Total
|
|
Name
|
|
($)
(1)
|
|
($)
(2)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Jeffrey
T. Klenda
|
|
1,324,986
|
|
538,424
|
|
Nil
|
|
Nil
|
|
Nil
|
|
Nil
|
|
1,863,410
|
|
Roger
L. Smith
|
|
724,750
|
|
315,943
|
|
Nil
|
|
Nil
|
|
Nil
|
|
Nil
|
|
1,040,693
|
|
Penne
A. Goplerud
|
|
521,248
|
|
284,039
|
|
Nil
|
|
Nil
|
|
Nil
|
|
Nil
|
|
805,287
|
(1)
Pursuant to their
respective employment agreements, Mr. Klenda is entitled to payment
of an amount equal to three-years his then-current salary; Mr.
Smith is entitled to payment of an amount equal to 2.5 years his
then-current salary. Ms. Goplerud is entitled to payment of an
amount equal to two years salary, based upon her then-current
salary. Our other executive officers are also entitled to payment
of an amount equal to two years salary, based upon then-current
salary.
(2)
These amounts
represent equity values based upon the closing price of our Common
Shares on the TSX on the last trading day of 2020 (C$1.04) Klenda
(stock options: $359,145; RSUs: $179,279); Smith (stock options:
$217,880; RSUs: $98,063); and Goplerud (stock options: $195,879;
RSUs: $88,160).
In
2020, employment agreements were amended to revise the amount of
severance to be paid to each Named Executive Officer. The
amendments all were approved by the Board (upon the recommendation
of the Compensation Committee in each event), to better conform to
current market and peer group comparable arrangements. Each
executive’s amount of severance is calculated solely based
upon then-current salary (
i.e.,
without cash bonus value
included). The changes are as follows: CEO, Jeffrey Klenda (from an
amount equal to two years to an amount equal to three years of his
then-current salary); CFO, Roger Smith (from an amount equal to 24
months to an amount equal to 30 months of his then-current base
salary); Corporate Secretary, Penne Goplerud (from an amount equal
to 18 months to an amount equal to 24 months of her then-current
base salary). The circumstances under which each of our executives
would be entitled to receive the severance payment were not
modified. No other provisions of the employment agreements were
modified.
Additionally,
the following summarizes the compensation or other benefits which
would be owed and paid to our executive officers if employment is
terminated for the specified reasons, effective December 31, 2020.
We believe that these terms are fair and are competitive with the
market and our peer group, based upon industry and geographical
practices.
29
|
|
|
|
|
|
|
Type of Termination
|
Severance Payment
(1)(2)
|
STIP Bonus
|
Stock Options
|
RSUs
(3)
|
|
|
|
|
|
|
|
Resignation or Retirement
|
CEO
will receive three-year salary payment, based on current salary,
per agreement
Other
executive officers, no severance payment
|
Pro
rata entitlement to discretionary bonus, per agreement
|
Unvested
options are cancelled; vested options expire at date on option for
current executive officers (as a “Designated Officer”
per Section 6.7 of Plan)
|
RSUs
are cancelled unless retirement provision is satisfied; RSUs will
be carried with the executive until redemption, if the executive
has combined service and age of 65 years, and a minimum of five
years of service to the Company
|
|
|
|
|
|
|
|
Termination without cause
|
CEO:
three-year salary payment, based upon then-current
salary.
CFO:
2.5 year salary payment, based upon then-current
salary.
Other
executive officers: two-year salary payment, based upon
then-current salary
|
Pro
rata entitlement to discretionary bonus, per agreement
|
Unvested
options are cancelled; vested options expire at date on option for
current executive officers (as a “Designated Officer”
per Section 6.7 of Plan)
|
Outstanding
RSUs are redeemed for cash at fair market value, as defined in the
Plan
|
|
|
|
|
|
|
|
Termination for cause
|
None
|
Possible
pro rata share entitlement
|
None
|
None
|
|
|
|
|
|
|
|
Change of control (and/or termination within 24 months of a change
of control)
|
CEO:
three year salary payment, based upon then-current
salary.
Other
executive officers two year salary payment, based upon then-current
salary
|
Pro
rata entitlement to discretionary bonus, per agreement
|
All
options become fully vested and exercisable
|
Outstanding
RSUs are redeemed for cash at fair market value, as defined in the
Plan
|
|
|
|
|
|
|
|
Death
|
CEO
will receive three-year salary payment, based on then-current
salary.
●
●
Other
executive officers, no severance payment
|
Pro
rata entitlement to discretionary bonus, per agreement
|
Unvested
options are cancelled; vested options expire at the earlier of
expiry at date on option or one year from the date of death (with
discretion of Board as per Section 6.3(b) of Plan to
extend)
|
RSUs
are redeemed (Section 3.2 of Plan); date of death is redemption
date
|
|
|
|
|
|
|
(1)
At
December 31, 2020, Mr. Klenda, our CEO, was entitled to a salary of
$441,662 per year (three years base salary is a total of
$1,324,986). Current salaries of our CFO, Mr. Smith, and our other
executive officers, and their severance entitlements, are as
follows: Mr. Smith: annual salary $289,900 (2.5 years base salary
$724,750); Ms. Goplerud: annual salary $260,624 (two-years base
salary $521,248); Mr. Hatten: annual salary $228,410 (two-years
base salary $456,820); Mr. Cash: annual salary $217,698 (two-years
base salary $435,396).
(2)
Accrued
paid time off is paid to the executive officer at the time of
termination, according to Company policy and applicable
law.
(3)
As amended and restated, the RSU&EI Plan sets
forth the settlement of PSUs and DSIs for participants in the plan,
including executive officers. Any future awards of PSUs and DSIs
will be governed by the plan and individual grant agreements, if
the amendments to the plan are approved by the shareholders at the
Meeting. See discussion above under “
Stock Options and the Amended
and Restated RSU and Equity Incentive
Plan.”
30
C
OMPENSATION OF DIRECTORS
Our
non-executive directors are paid a cash retainer of $41,000
annually, and are not paid Board meeting fees. Committee meeting
fees were paid as follows during 2020: $500 per Audit Committee
meeting and $250 per meeting for other committees. In addition,
work time spent for committee participation, not including
attendance at regular meetings, is compensated at the rate of
$250/half day and $500/full day, to be monitored by the
Compensation Committee and reported to the Board. No such
additional work time was paid to our non-executive directors in
2020. No changes were made to the compensation of our directors
during 2020.
We
routinely conduct reviews of the compensation of the non-executive
directors on an internal basis, utilizing data about our peers
which we obtain through public sources. Results have indicated that
the Company’s non-executive director base cash and
equity-based compensation remained generally within a range of the
median of the comparator group, although consistently at the lower
end of the range, particularly because the Company does not provide
an additional retainer amount for committee chair positions, or
additional compensation for those in other leadership roles, such
as our Lead Director. Although the committee fees remain below
median comparators, those fees remain unchanged.
In
addition to other compensation received by our directors, a 2008
resolution provides that non-executive directors participating on
ad hoc
or special
committees of the Board of Directors, which may be constituted from
time to time, are entitled to additional director fees, to be
determined in accordance with additional duties and requirements
requested of those individuals from time to time. There currently
are no such
ad hoc
or
special committees of the Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
Fees earned
|
Share-based awards
(1)
|
Option-based awards
(2)
|
Non-equity incentive plan compensation
|
Pension value
|
All other compensation
|
Total
|
|
Name
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
|
W. William Boberg
|
42,750
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
115,263
|
|
Rob Chang
|
45,250
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
117,763
|
|
James M. Franklin
|
43,750
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
116,263
|
|
Gary C. Huber
|
46,250
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
118,763
|
|
Thomas H. Parker
|
45,250
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
117,763
|
|
Kathy E. Walker
|
44,250
|
25,139
|
47,374
|
Nil
|
Nil
|
Nil
|
116,763
|
(1)
Each
of our non-executive directors received a grant of 53,479 RSUs on
November 13, 2020.
(2)
Each
of our non-executive directors received options for 213,914 Common
Shares on November 13, 2020 at an exercise price of C$0.63. These
options expire on November 13, 2025.
Share Ownership Guidelines for Non-Executive Directors
Our
non-executive directors also are encouraged to have a significant
long-term financial interest in the Company. In 2009, the
Compensation Committee recommended, and Board of Directors adopted,
a resolution requiring mandatory minimum share ownership by the
non-executive directors to encourage the alignment of their
interests with those of our shareholders. Thereafter, non-executive
directors were required to invest an amount equal to the
non-executive director’s annual retainer in shares or
securities redeemable into shares on or before the later of (i)
December 31, 2013, (ii) the fifth anniversary of the non-executive
director’s election or appointment, or (iii) the fifth
anniversary of the most recent annual retainer increase. The
retainer amount was to be calculated using the amount of the annual
retainer at the later of (i) January 1, 2009, (ii) the date of the
non-executive director’s election or appointment, or (iii)
the date of the most recent annual retainer increase.
As
discussed above under the heading
“Share Ownership
Guidelines,”
in 2012 the Compensation Committee
recommended, and the Board of Directors approved, Share Ownership
Guidelines which provide greater detail concerning these ownership
requirements. Additionally, the Board approved a recommendation
that the share ownership requirement be adjusted with respect to
the non-executive directors, to require each to acquire and own
three times their annual retainer. All non-executive directors meet
the Share Ownership Guidelines or are on-track to meet the Share
Ownership Guidelines within the prescribed timeframes.
31
Outstanding Equity Awards at December 31, 2020
|
|
Option-based
Awards
|
Share-based
Awards
|
||||
|
|
Number of
securities underlying unexercised options
|
Option exercise
price
|
Option
expiration
|
Value of
unexercised in-the-money options
|
Number of shares
or units of shares that have not vested
|
Market or payout
value of share-based awards that have not
vested
|
|
Name
|
(#)
|
(C$)
|
date
|
($)
|
(#)
|
($)
|
|
W. William
Boberg
|
128,000
|
0.73
|
12/16/21
|
31,166
|
|
|
|
|
120,000
|
0.90
|
12/15/22
|
13,195
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
|
Rob
Chang
|
200,000
|
0.77
|
03/30/23
|
42,413
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
|
James M.
Franklin
|
128,000
|
0.73
|
12/16/21
|
31,166
|
|
|
|
|
120,000
|
0.90
|
12/15/22
|
13,195
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
|
Gary C.
Huber
|
128,000
|
0.73
|
12/16/21
|
31,166
|
|
|
|
|
120,000
|
0.90
|
12/15/22
|
13,195
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
|
Thomas H.
Parker
|
128,000
|
0.73
|
12/16/21
|
31,166
|
|
|
|
|
120,000
|
0.90
|
12/15/22
|
13,195
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
|
Kathy E.
Walker
|
200,000
|
0.73
|
09/07/22
|
48,696
|
|
|
|
|
120,000
|
0.90
|
12/15/22
|
13,195
|
|
|
|
|
55,653
|
0.93
|
08/20/23
|
4,808
|
|
|
|
|
50,527
|
0.91
|
12/14/23
|
5,159
|
|
|
|
|
193,574
|
0.79
|
11/05/24
|
38,009
|
|
|
|
|
213,914
|
0.63
|
11/13/25
|
68,885
|
|
|
|
|
|
|
11/05/21
|
|
48,394
|
39,530
|
|
|
|
|
11/13/22
|
|
53,479
|
43,684
|
32
The
non-executive directors are eligible to receive grants of options
and RSUs at the discretion of the Board, and did so in 2020 as
indicated in the following table:
|
Incentive Plan Awards - Value Vested or Earned During
the
|
|||||||
|
Financial Year Ended December 31, 2020
|
|||||||
|
|
Option-based Awards
|
|
Share-based Awards
|
|
Non-equity incentive plan compensation
|
||
|
Name
|
Number of Securities Underlying Options Vested
(#)
|
Value vested during the year
($)
|
|
Number of Shares or Units of Shares Vested
(#)
|
Value vested during the year
($)
|
|
Value earned during the year
($)
|
|
W. William Boberg
|
140,365
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
|
Rob Chang
|
166,232
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
|
James M. Franklin
|
140,365
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
|
Gary C. Huber
|
140,365
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
|
Thomas H. Parker
|
140,365
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
|
Kathy E. Walker
|
208,365
|
Nil
|
|
26,546
|
15,119
|
|
Nil
|
R
EPORT OF THE AUDIT
COMMITTEE
To the
Board of Directors of Ur-Energy Inc.:
Management
is responsible for our internal controls and the financial
reporting process. The independent accountants are responsible for
performing an independent audit of our financial statements in
accordance with U.S. generally accepted accounting principles
(“US GAAP”) and the standards of the Public Company
Accounting Oversight Board (“PCAOB”) and to issue an
opinion on our financial statements. Our responsibility is to
monitor and oversee those processes. We hereby report to the Board
of Directors that, in connection with the financial statements for
the year ended December 31, 2020, we have:
●
reviewed and
discussed the audited consolidated financial statements with
management and the independent accountants;
●
discussed with the
independent accountants the matters required to be discussed by SAS
61 (Codification of Statements on Auditing Standards, AU section
380), as modified by SAS 89 and SAS 90; and
●
received the
written disclosures and the letter from the independent accountants
required by PCAOB Rule 3526, as may be modified or supplemented,
and discussed with the independent accountants the
accountants’ independence.
Based
on the discussions and our review described above, we recommended
to the Board of Directors that the audited financial statements for
the year ended December 31, 2020 be included in the Company’s
Annual Report on Form 10-K for the year ended December 31,
2020.
Respectfully
submitted,
The Audit Committee of Ur-Energy Inc.
Thomas
Parker, Chair
Gary C.
Huber
Kathy
E. Walker
Rob
Chang
33
S
TATEMENT OF CORPORATE GOVERNANCE
PRACTICES
Introduction
Our
Board of Directors believes that effective corporate governance
contributes to improved corporate performance and enhanced
shareholder value. The Board has reviewed the corporate governance
best practices identified in National Policy 58-201
Corporate Governance Guidelines
and
National Instrument 58-101
Disclosure of Corporate Governance
Practices
(collectively, the “CSA Guidelines”).
The Board of Directors is committed to ensuring that the Company
follows best practices and continues to develop and enhance such
practices.
Board Mandate
The
responsibility of the Board of Directors is to supervise the
management of the business and affairs of the Company in accordance
with the best interests of the Company and its shareholders. Our
Board establishes overall policies and standards for the Company
and is engaged in company-wide risk management oversight. When
premised upon a reasonable basis, the directors are entitled to
rely upon management and the advice of the Company’s outside
advisors and auditors. The Board also delegates certain
responsibilities to its standing committees, based upon the
approved charters of each, which are reviewed on a regular
basis.
The
Board of Directors does not currently have a written mandate or a
written description for the Chairman of the Board or the Chief
Executive Officer. In discharging its responsibility, the Board
routinely reviews the performance and responsibilities of the Chief
Executive Office. Further, the Board oversees and reviews the
development and implementation of the following significant
corporate plans and initiatives:
●
the
identification of the principal risks to the Company’s
business and the implementation of systems to manage these risks,
whether financial, operational, environmental, safety-related,
cyber-security or otherwise;
●
the
Company’s strategic planning and budgeting
process;
●
succession
planning and determination of relative strengths of existing
management including the needs to ensure sufficient depth of
management, including appointing, developing and monitoring senior
management of the Company;
●
shareholder
communications, as well as public communications policies and
continuous disclosure record of the Company;
●
analysis
and approval of significant acquisitions and dispositions of
mineral properties or other Company assets; and
●
monitoring
the integrity of the Company’s internal controls and
management information systems.
When
needed, the Board of Directors recruits possible directors from
contacts within the mining industry or other strategic areas that
will complement the knowledge and depth of the Board. Currently,
the Board has determined that seven directors is an appropriate
number of directors to oversee and provide guidance to management
on the business and affairs of the Company, which is accomplished
with the existing members of the Board. However, the Board
continues to evaluate its size in conjunction with the further
development of our operations and possible growth or other
strategic decisions of the Company.
New
directors who join the Board of Directors are provided with the
opportunity to meet with the other directors prior to joining the
Board. Upon joining the Board, a basic orientation of the Company,
the Board of Directors, and the committees of the Board is provided
to a new director. All material relationships and agreements,
technical reports, and recent continuous disclosure filings are
provided and reviewed. In addition, new directors have the
opportunity to attend Committee meetings by invitation and to meet
with management of the Company to have a better understanding of
the business of the Company and its operations.
Directors
are encouraged to participate in corporate governance, executive
and director compensation and other education courses that will
assist them in their role as directors of the Company or on various
committees and enhance stakeholder confidence. Additionally, our
management makes use of a variety of other online governance and
board-related resources for the benefit of the Board.
34
Throughout
the year, directors were provided with regulatory and legal updates
on several topics germane to the responsibilities of the Board and
standing committees. In 2020, this included updates on state and
federal regulatory guidance and rulemakings, as well as legislative
updates arising as a result of the COVID-19 pandemic. Additionally,
as in years past, updates included cyber and data security
(including additional threats during the pandemic); key accounting
considerations; risk assessment; corporate governance and
disclosure of corporate governance practices, executive and
director compensation, and Canadian and U.S. securities law and
other legal developments. Updates also were provided to the Board
with respect to issues affecting our operations and the further
development of our business (
e.g.,
federal and state rulemakings and
proposed legislation related to mining, taxation and other
matters), the Working Group Report and subsequent efforts to
implement its recommendations, including the amendment of the
Russian Suspension Agreement and Congressional appropriations for
the establishment of the national uranium reserve. Additionally,
our Board members – who are all knowledgeable about the
nuclear industry as well as uranium mining – are provided
with routine market and industry updates. These updates and routine
access to our management permit all directors to remain aware of
important developments and issues in the context of our business
and the uranium market.
Board Composition – Including Diversity, Tenure and Outlook
on Set Retirement Age
The
Board of Directors is composed of seven directors. Upon the
recommendation of the Corporate Governance and Nominating
Committee, our Board of Directors has nominated all current
directors: Jeffrey T. Klenda, James M. Franklin, W. William Boberg,
Thomas H. Parker, Gary C. Huber, Kathy E. Walker and
Rob Chang. All directors are elected annually. The Corporate
Governance and Nominating Committee regularly reviews the profile
of the Board members, including the average age and tenure. The
Committee has not established a retirement age for the members of
the Board, nor a limitation of term of service. These restrictions
are considered from time to time by the Committee, including most
recently in December 2020.
The
Committee prefers that directors, without regard to their age, are
rigorously evaluated on their attendance and contributions to the
business of the Board and Company. This scrutiny arises in annual
reviews and assessments of the Board constitution as well as the
composition of each standing committee of the Board. Our industry
and, specifically, our operations are highly technical, and the
Board considers it critical to retain the knowledge base on our
Board while we continue to advance operations at Lost Creek and
plan for the further development and permitting of Shirley Basin.
With the refreshment of our board membership with the addition of
Ms. Walker and Mr. Chang, we have reconstituted our Board
committees to best utilize the expertise of our directors
(
e.g.,
additional finance
and energy sector experience to assist us with strategic planning).
The presence of Ms. Walker now reflects approximately 14% female
representation on our Board. We have a 14% representation of
visible minorities on our Board, as defined by the Employment
Equity Act (Canada). Our board’s diversity members,
therefore, represent approximately 29%.
All of
our directors have C-suite experience or, in the case of Dr.
Franklin’s service to the Canadian government, the equivalent
thereof. Four of our seven directors, Drs. Franklin and Huber, and
Messrs. Parker and Boberg have professional and technical expertise
in geology, engineering and mining operations. For more than a
decade, Dr. Franklin has been integral to our Board, as its lead
technical expert, including chairing the HSE & Technical
Committee since its inception in 2008. Mr. Boberg, as a director
since 2006 and for four and a half years as President and CEO of
the Company, has contributed his technical expertise with respect
to roll-front uranium deposits like Lost Creek, beginning with the
acquisition of Lost Creek in 2005 through to steady state
operations. Mr. Parker has decades of experience in executive
management positions at operating mining companies, and has lent
that expertise to his role as a member of the HSE & Technical
Committee, and more recently as our Lead Director. Dr. Huber
contributes his dual expertise in financial matters and geology
gained in management roles of both private and public natural
resource companies at various stages of development. Meanwhile, Mr.
Klenda has well over a decade invested as a Board member, as the
Company explored, permitted, developed, constructed and now is
operating the Lost Creek facility. Mr. Klenda has been responsible
for the equity and debt financing of the Company from inception to
date, as well as leading the Company’s management as our CEO
(and, previously, as Executive Director). Collectively, the vast
knowledge specific to the Lost Creek project, as well as the
uranium industry and market, has been gained through the years of
dedication and service to the Board and the Company. This
continuity has been important to our development from a uranium
explorer into a uranium producer, and in some ways is even more
valuable as the company navigates the current challenges of the
industry. We believe that implementing a restriction on tenure or a
strictly-enforced retirement age would unnecessarily deprive the
Company of these contributions and knowledge. Meanwhile we have
been able to refresh our board and further diversify the skill sets
of our Board as Ms. Walker and Mr. Chang joined the Board. At April
13, 2021, the average age of our current directors is approximately
68; the average tenure of our current directors is approximately
10.7 years.
35
As
described in Proposal No. 1, above, the Corporate Governance and
Nominating Committee and our Board of Directors have determined
that our directors should possess minimum qualifications including
high personal and professional ethics; a commitment to the
long-term interests of our shareholders, demonstrated through
service, risk management and share ownership; sufficient time to
commit to fulfill duties as a director, including membership on
standing committees as requested; active engagement and
participation in the meetings of the Board, Board committees on
which the member serves and on special projects as may be
requested; financial literacy as would be required for service on
our Audit Committee; and broad experience in business and/or
experience in government, as well as education and technical
expertise.
Our
seven directors, at April 13, 2021, include Jeffrey T. Klenda,
Chairman of the Board of Directors; James M. Franklin; W. William
Boberg; Thomas H. Parker, our Lead Director; Gary C. Huber; Kathy
E. Walker; and Rob Chang, about whom residency, age, principal
occupation and years of service as a member of our Board follows
here:
|
Name (Age)
and
Residency
|
Position with
Company and Principal Occupation
Within the Past
Five Years
|
Service as a
Director
|
|
Jeffrey
T. Klenda (64)
Colorado,
USA
|
Chair
and Chief Executive Officer
(formerly,
Chair and Executive Director)
|
August
2004 – present
|
|
|
|
|
|
James
M. Franklin (78)
Ontario,
Canada
|
Director
Consulting
Geologist/Adjunct Professor of Geology Queen’s University,
Laurentian University and University of Ottawa
|
March
2004 – present
|
|
|
|
|
|
W.
William Boberg (81)
Colorado,
USA
|
Director
Presently
Retired (2011)
Mining
Company Executive
|
January
2006 – present
|
|
|
|
|
|
Thomas
Parker (78)
Montana,
USA
|
Lead
Director
Presently
Retired (2012)
Mining
Company Executive
|
July
2007 – present
|
|
|
|
|
|
Gary C.
Huber (69)
Colorado,
USA
|
Director
Presently
Retired (2012)
Mining
Company Executive
|
May
2015 – present
|
|
|
|
|
|
Kathy
E. Walker (62)
Kentucky,
USA
|
Director
Coal
trader/Business owner
Director,
eKentucky Advanced Manufacturing Institute
|
September
2017 – present
|
|
|
|
|
|
Rob
Chang (43)
Ontario,
Canada
|
Director
Chief
Executive Officer
Chief
Financial Officer / Financial Research Analyst
|
March
2018 – present
|
Service on Additional Boards
Dr.
Franklin is a director of Gold79 Mines Ltd. (since October 2003),
and of Nuinsco Resources Ltd. (since June 2018). Mr. Boberg is a
director of Gold79 Mines Ltd. (since June 2008). Mr. Chang is a
director of Fission Uranium Corp. (since April 2018) and Shine
Mineral Corp. (since November 2018).
Board Independence
Messrs.
Parker, Boberg and Chang, Drs. Franklin and Huber, and Ms. Walker
are independent directors as determined in accordance with Canadian
and U.S. securities laws and the rules of the NYSE American. In
determining whether a director is independent, the Board of
Directors considers the specific circumstances of a director and
the nature, as well as materiality, of any relationship between the
director and Ur-Energy.
36
Committee Membership
During
2020, our directors provided expertise to our Board committees as
follows:
|
Independent Board Members
|
Committees/Memberships
|
||||
|
Audit
|
Compensation
|
Corporate Governance / Nominating
|
Treasury and Investment
(1)
|
Health, Safety and Environment (HSE) & Technical
|
|
|
Thomas
H. Parker
(Lead
Director)
|
Chair
|
|
|
Chair
|
♦
|
|
James
M. Franklin
|
|
♦
|
♦
|
|
Chair
|
|
W.
William Boberg
|
|
|
♦
|
|
♦
|
|
Gary C.
Huber
|
♦
|
Chair
|
Chair
|
|
♦
|
|
Kathy
E. Walker
|
♦
|
|
|
♦
|
|
|
Rob
Chang
|
♦
|
♦
|
♦
|
|
|
(1)
Roger Smith, CFO of
the Company, serves as a non-director member of the Treasury and
Investment Committee.
Family Relationships
None of
our directors is related to any of our executive
officers.
Involvement in Certain Legal Proceedings
Corporate Cease Trade Orders or Bankruptcies
None of
the directors or officers of the Company is, or has been within the
ten years before the date of this Circular, a director or officer
of any other issuer that, while that person was acting in that
capacity, was the subject of a cease trade or similar order or an
order that denied the issuer access to any statutory exemptions
under Canadian or U.S. securities legislation for a period of more
than 30 consecutive days or was declared bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise
with creditors or had a receiver, receiver-manager or trustee
appointed to hold the assets of that company.
Penalties or Sanctions
None of
the directors or officers of the Company has been subject to any
penalties or sanctions imposed by a court relating to Canadian or
U.S. securities legislation or by a Canadian or U.S. securities
regulatory authority or has entered into a settlement agreement
with a Canadian or U.S. securities regulatory authority or been
subject to any other penalties or sanctions imposed by a court or
regulatory body that would likely be considered important to a
reasonable investor in making an investment decision.
Personal Bankruptcies
None of
the directors, or officers, of the Company has, during the ten
years prior to the date hereof, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency or has
been subject to or instituted any proceedings, arrangement or
compromise with creditors, or had a receiver, receiver-manager or
trustee appointed to hold the assets of the director or
officer.
Leadership Structure and Board’s Role in Risk
Oversight
Mr. Klenda became our Chairman and Executive Director in 2006. He
assumed the role of Acting Chief Executive Officer in May 2015, and
thereafter was named President and Chief Executive Officer in
December 2016. He remains the Chairman of our Board. Because of Mr.
Klenda’s role from the inception of the Company, our
Corporate Governance and Nominating Committee considered, from time
to time, the functions customarily assigned to a director serving
in the role of an independent lead director.
37
In December 2014, at the conclusion of our first full year of
operations at our Lost Creek Mine, the Corporate Governance and
Nominating Committee determined that establishment of the role of
lead director of our Board of Directors would enhance the
communications within the Board, among its committees, and with
management. The Committee recommended and the Board approved a
policy statement for such an independent lead director’s
position at any time that the chairman of the Board is not an
independent director. In that event, under the adopted policy, the
Corporate Governance and Nominating Committee may suggest an
independent director to serve as lead independent director
(“Lead Director”), who shall be approved by a majority
of the independent directors. In December 2014, Mr. Parker was
approved by a majority of the independent directors to serve as the
Lead Director of our Board and continues to serve in that role to
date.
Pursuant to the policy statement approved by the full Board, the
responsibilities of the Lead Director include:
●
When
necessary, act as the principal liaison between the independent
directors and the Chairman of the Board and Chief Executive
Officer;
●
Call
and chair, at least annually, a meeting of the independent
directors;
●
Preside
at meetings of the Board of Directors where the Chairman of the
Board is not available or where the Chairman has stated a real or
perceived conflict of interest concerning a matter before the
Board; and
●
During
merger or acquisition discussions or activities, be advised by
management at early-stage discussions, and chair any Board
appointed special committee composed of independent directors to
review and make recommendations regarding the proposed transaction,
subject to any conflict of interest which would require the
appointment of a different lead independent director being approved
by a majority of the independent directors for such specified
purpose.
Further,
the policy statement provides that the Lead Director shall serve
until such time as he or she ceases to be a director, resigns as
Lead Director, is replaced as Lead Director by a majority of the
independent directors, or is replaced by an independent Chairman of
Board elected by a majority of the independent directors of the
Board. The performance of a Lead Director is to be reviewed
annually as a part of the normal Board evaluation process. Mr.
Parker’s performance as Lead Director has been reviewed
annually, most recently in December 2020.
The
Board oversees the risks involved in our operations as part of its
general oversight function, integrating risk management into the
Company’s compliance policies and procedures. While the Board
has the ultimate oversight responsibility for the risk management
process, the Audit Committee, the Compensation Committee and the
Technical Committee have certain specific responsibilities relating
to risk management. Among other things, the Audit Committee
addresses risk assessment and risk management, and reviews major
risk exposures (whether financial, operating, cyber-security or
otherwise) and the guidelines and policies that management has put
in place to govern the process of assessing, controlling,
mitigating, managing and reporting such exposures. When
recommending to the Board appropriate compensation for executive
officers, the Compensation Committee considers the nature, extent
and acceptability of risks that the executive officers may be
encouraged to take by any incentive compensation. The Compensation
Committee also oversees human resources and talent management
risks, succession risk and planning. The HSE & Technical
Committee continues with its role of overseeing our mineral
resources and related operational risks, and now with ongoing
operations at Lost Creek, oversees health, safety and environmental
risks. The Board also satisfies its risk oversight responsibility
through full reports by each committee chair regarding the
committee’s considerations and actions, as well as through
regular reports directly from executive officers responsible for
oversight of particular risks within the Company.
Majority Voting Policy
The
Company has adopted a majority voting policy for the election of
directors at uncontested meetings which can be viewed on our
website at
https://www.ur-energy/investors/corporate-governance/governance-documents.
The policy provides that, in an uncontested election, each director
must be elected by a majority of the votes cast with respect to
that director’s election. Votes will not be deemed cast if no
authority or discretion is given (for example, a broker non-vote).
If a director does not receive a majority (50% + 1) of the votes
cast as to his or her election, the candidate will forthwith submit
to the Board a notice of resignation and shall not participate in
any meeting of the Board or any of its committees while the
resignation is considered. The Corporate Governance and Nominating
Committee will expeditiously consider the candidate’s
resignation and make recommendation to the Board whether to accept
it. In considering the candidate’s resignation, the Committee
and the Board shall only refuse to accept such resignation if there
are exceptional circumstances.
38
Code of Ethics and Other Policies
We have
adopted a Code of Ethics (“Code”) which applies to our
principal executive officer, principal financial officer, principal
accounting officer or controller and others performing similar
functions. The Code has been filed on Form 8-
K
and is available on our website
at
https://www.ur-energy.com/investors/corporate-governance/governance-documents/.
The Code is designed to reasonably deter wrongdoing and to promote
honest and ethical conduct; full, fair, accurate, timely and
understandable disclosure in reports; compliance with applicable
governmental laws, rules and regulations; prompt internal reporting
of the violations of the Code; and adherence to the Code. We intend
to disclose any amendment or waiver (including any implicit waiver)
of the Code on our website at
https://www.ur-energy.com/investors/corporate-governance/governance-documents/
within four business days following such amendment or waiver. Since
its adoption, there have been no waivers of the Code.
We also
have adopted a Code of Business Conduct and Ethics which applies to
all employees, officers and directors, which also may be accessed
on our website. Both the Code and the Code of Business Conduct and
Ethics are reviewed routinely, most recently in December 2020. We
maintain a separate Whistleblower Policy statement as a part of our
Whistleblower Program. The policy provides a link to the
provider’s confidential reporting website, which is also
found on our website at
https://www.ur-energy.com/investors/corporate-governance/governance-documents/.
The link and other program information also is available to our
employees on an internal Company intranet site.
Policies Concerning Confidentiality, Public Disclosure and
Restrictions on Trading Securities
We have
also adopted various policies related to trading restrictions,
disclosure requirements and confidentiality obligations which have
been amended and restated from time to time, most recently amended
effective December 16, 2016. The Corporate Governance and
Nominating Committee oversees the implementation and compliance of
these policies, which are set out in the “Ur-Energy Inc.
Policies Concerning Confidentiality, Public Disclosure and
Restrictions on Trading Securities,” and are available on our
website at
https://www.ur-energy.com/investors/corporate-governance/governance-documents/.
All directors, officers and employees of the Company are expected
to be familiar with and adhere to the policies.
Gender Diversity Policy and Diversity Reporting
In
2014, the Board of Directors adopted a Gender Diversity policy by
which the Company seeks to encourage the identification,
recruitment, development and, ultimately, retention of talented
women at all levels including on its Board. The Board believes that
a board made up of highly-qualified directors, from diverse
backgrounds, promotes better corporate governance and improves
business outcomes.
The
inclusion of women extends to our Board composition, and
consideration of the level of representation by women on the Board
will be an important consideration during searches for qualified
new Board members as those needs may arise. The Company embraces
the proposition that more women on boards is advantageous. We
remain duty bound to recruit and invest in the best available
talent based upon education, experience and personal skills and
qualities. Although the Board is not at this time endorsing a
quota or target, it does commit to seeking and having increasing
representation of women on the Board, in executive management and
throughout the Company. We were fortunate in 2017 to have Kathy
Walker join our Board. Her presence now reflects approximately 14%
female representation on our Board. As set forth above, we also
have a 14% representation of visible minorities on our
Board.
There
has not been systemic consideration of the effectiveness or
measures taken under the policy. However, as additional refreshment
of the Board may occur and/or additional expansion is contemplated,
the Governance Committee will continue to review additional
qualified female candidates who have been placed before it, and
will continue to review the qualifications of those, and all,
candidates brought forward for consideration.
39
The
Company has one female executive officer, Penne Goplerud, who has
been our General Counsel and Corporate Secretary since 2011. Among
our five-person management team, this is a 20% representation by
women. Prior to her appointment as a member of our executive
officers, Ms. Goplerud served the Company as Associate General
Counsel from 2007, and as outside counsel from 2005 until she
joined us in 2007 as an employee. At this time, there is no
consideration for expanding our executive group. We restructured
certain of our respective responsibilities in 2015 and again in
2019 when our executive group was reduced in number and we continue
to find the smaller structure and size of our executive team works
well, further enhances communication and facilitates other
management matters.
At this
time, we have not established a policy or targets for additional
representation in identified diversity groups (women, visible
minorities, Aboriginal, and disabled individuals) in our executive
group. We have no executives who are visible minorities, Aboriginal
or disabled. If and as the executive group is expanded or current
members may depart and be replaced, experience, merit and skill
sets must be considered foremost when candidates are evaluated,
although continuing consideration will be given to diversity of all
types, including experience and expertise. While certain aspects
of, and areas of expertise within, our industry remain
predominantly male, we remain committed to equality of opportunity
and look forward to facilitating any appropriate increase in
representation of women and other diverse groups in our management
structure based upon merit and overall qualifications.
Meetings of the Board and Committees
The
Board of Directors meets at least four times a year and more
frequently if required. In 2020, the Board of Directors met seven
times. Additionally, the Board of Directors took six actions by
written resolutions. The Board of Directors from time to time holds
a portion of its meetings when management departs and the
independent directors meet
in
camera
. Management may be asked to depart a meeting for
in camera
sessions at such
other meetings as the independent directors deem appropriate from
time to time. During 2020 the Board held three meetings during
which non-director executives were excused for a portion of the
meeting. Additionally, the independent directors met
in camera
without executive management
on at least one occasion. A separate meeting of the independent
directors was held in December 2020.
Board Committees
There
are five permanent committees of the Board of Directors: the Audit
Committee, the Compensation Committee, the Corporate Governance and
Nominating Committee, the Treasury & Investment Committee and
the HSE & Technical Committee. The Board of Directors may also
appoint other temporary or permanent committees from time to time
for particular purposes.
The
following sets out a summary of the responsibilities and activities
of the Board Committees and the Report of the Audit Committee. The
charters of each of the permanent standing committees may be found
on our website
https://www.ur-energy/investors/corporate-governance/.
Audit Committee
The
Audit Committee assists the Board of Directors in carrying out its
responsibilities relating to corporate accounting and financial
reporting practices, as well as oversight of internal controls, and
the Whistleblower Program. The duties and responsibilities of the
Audit Committee include the following:
●
reviewing
for recommendation to the Board of Directors for its approval the
principal documents comprising our continuous disclosure record,
including interim and annual financial statements and
management’s discussion and analysis;
●
recommending
to the Board of Directors a firm of independent auditors for
appointment by the shareholders and reporting to the Board of
Directors on the fees and expenses of such auditors. The Audit
Committee has the authority and responsibility to select, evaluate
and, if necessary, replace the independent auditor. The Audit
Committee has the authority to approve all audit engagement fees
and terms and the Audit Committee, or a member of the Audit
Committee, must review and pre-approve any non-audit services
provided to the Company by our independent auditor and consider the
impact on the independence of the auditor;
40
●
reviewing
periodic reports from the Chief Financial Officer;
●
discussing
with management and the independent auditor, as appropriate, any
audit problems or difficulties and management’s response;
and
●
establishing
procedures for the receipt, retention and treatment of complaints
regarding accounting, internal accounting controls or auditing
matters, including through the Whistleblower Program.
The
Audit Committee maintains direct communication during the year with
our independent auditor and with our executive officers and other
personnel responsible for accounting and financial
matters.
During
2020, the members of the Audit Committee were Thomas Parker
(Chair), Gary Huber, Kathy Walker and Rob Chang. The members of the
Audit Committee were in 2020, and are currently, independent
directors pursuant to National Instrument 52-110
Audit Committees
(“NI
52-110”) and the listing standards of the NYSE American. Each
of the members is financially literate as defined in NI 52-110
and financially sophisticated under the NYSE American rules. The
Audit Committee has confirmed each member as an “audit
committee financial expert” as that term is currently defined
by the rules of the SEC.
During
2020, the Audit Committee met five times, and took one action by
written resolution. The activities of the Audit Committee over the
past year included the following:
●
review
of our annual financial statements and management’s
discussion and analysis prior to filing with the regulatory
authorities;
●
review
of our quarterly interim financial statements and
management’s discussion and analysis prior to filing with
regulatory authorities;
●
review
of periodic reports from the Chief Financial Officer;
●
review
of applicable corporate disclosure reporting and control processes,
including Chief Executive Officer and Chief Financial Officer
certifications;
●
review
of reports from our external firm for testing of internal
controls;
●
review
Audit Committee governance practices to ensure its terms of
reference incorporate all regulatory requirements;
●
oversee
the Company’s Whistleblower Program, including training
regarding the program;
●
assess
and manage risk, including those risks presented by cyber-security
and related threats, including receiving presentations on
management of these threats;
●
received
presentations on new regulatory matters and accounting
pronouncements;
●
review
of the Audit Committee Charter; and
●
review
of the engagement letter with the independent auditors and annual
audit fees prior to approval by the Board of Directors, as well as
pre-approving non-audit services and their cost prior to
commencement.
The
Audit Committee has recommended to the Board of Directors that
Ur-Energy shareholders be requested to re-appoint
PricewaterhouseCoopers LLP, Chartered Professional Accountants, as
the independent auditor for 2021.
The
Audit Committee reviews its charter on a yearly basis and did so
most recently on December 10, 2020. The Committee’s charter
was last substantively amended in 2016. The qualifications of each
of the members of the Audit Committee are set forth above as a part
of Proposal No. 1.
Compensation Committee
The
Compensation Committee assists the Board of Directors in carrying
out its responsibilities relating to personnel matters, including
performance, compensation and succession. The Compensation
Committee establishes annual objectives against which to assess
members of management including the Chief Executive Officer. The
Committee reviews and makes recommendations to the Board with
respect to employee and consultant compensation arrangements
including equity compensation, and makes recommendations about
management succession planning. The Compensation Committee reviews
its charter on a yearly basis, and did so most recently on December
10, 2020. The Committee’s charter was last substantively
amended in 2018.
41
The
Compensation Committee met formally four times in 2020.
Additionally, the Committee took three actions by written
resolution during 2020. Portions of meetings are conducted without
management present, including specifically for the purpose of
discussing the compensation of the Chief Executive Officer.
Additionally, the Compensation Committee considered various matters
related to the Company’s existing compensation program,
executive and director compensation, share ownership guidelines for
directors and executive officers (including compliance), the equity
compensation plans, and presentations on trends in governance and
compensation including “say on pay.” The Compensation
Committee annually reviews the results of the “say on
pay” vote of our shareholders. The Compensation Committee is
authorized to engage, at the Company’s expense, compensation
consulting firms or other professional advisors as necessary to
assist in discharging its responsibilities.
During
2020, the members of the Committee were Gary Huber (Chair), James
Franklin and Rob Chang. The members of the Compensation Committee
were in 2020, and are currently, independent under applicable law
and the rules of the NYSE American. As well, at least two members
of the Committee (all three, currently) qualify as
“outside” directors within the meaning of U.S. Internal
Revenue Code Section 162(m) and as “non-employee”
directors within the meaning of Rule 16b-3 under the Exchange Act,
as amended. The qualifications of each of the members of the
Compensation Committee are set forth above as a part of Proposal
No. 1.
Corporate Governance and Nominating Committee
The
Corporate Governance and Nominating Committee assists the Board of
Directors with determining the director nominees for election to
the Board, recommending candidates to fill vacancies, other
succession planning, the composition of the committees of the Board
and monitoring compliance with corporate governance regulatory
requirements. In performing its duties, the Committee will review
and consider director nominees recommended by shareholders. The
Committee also conducts Board member evaluations and evaluation of
the Lead Director on an annual basis, while considering the overall
composition and appropriate size of the Board.
The
Corporate Governance and Nominating Committee reviews its charter
on a yearly basis, and did so most recently on December 10, 2020.
The Committee’s charter was last substantively amended in
2017.
During
2020, the members of the Committee were Gary Huber (Chair) James
Franklin, William Boberg and Rob Chang. The Corporate Governance
and Nominating Committee met twice during 2020 and took one action
by written resolution. The members of the Corporate Governance and
Nominating Committee were in 2020, and are currently, independent
under the rules of the NYSE American. The qualifications of each of
the members of the Corporate Governance and Nominating Committee
are set forth above as a part of Proposal No. 1.
During
2020, the Corporate Governance and Nominating Committee received a
presentation about the Company’s directors’ and
officers’ liability program and insurance coverage; and
reviewed corporate policies including the Code of Ethics,
Whistleblower Policy, and Ur-Energy Inc. Policies Concerning
Confidentiality, Public Disclosure and Restrictions on Trading
Securities. The Committee also considers the Company’s risks
and risk management.
Treasury & Investment Committee
The
Treasury & Investment Committee assists the Board of Directors
by centralizing for oversight all treasury activities of the
Company, insofar as practical, and coordinating our banking, cash
management, investment and funding arrangements. The Committee also
formulates and implements the Treasury and Investment Policy,
reviewing it from time to time. The Committee’s charter, as
last substantively amended in 2014, provides that the Committee
consist of the Chief Financial Officer and at least two independent
members of the Board of Directors. The Committee reviews its
charter on an annual basis, and did so most recently on December
10, 2020.
During
2020, the members of the Treasury & Investment Committee were
Thomas Parker (Chair), and Kathy Walker, and our Chief Financial
Officer, Roger Smith. The Treasury & Investment Committee met
twice during 2020 and took action by written resolution one
time.
42
HSE & Technical Committee
The
Health, Safety and Environment & Technical Committee (the
“HSE & Technical Committee”) assists the Board of
Directors with reserve and resource matters relating to our mineral
properties; technical matters relating to our exploration,
development, permitting, construction, operations, reclamation and
restoration activities; health, safety and environmental matters
relating to our operations and activities; and compliance with
legal requirements relating to reserve and resource matters,
technical matters, and health, safety and environmental matters.
The Committee’s charter is reviewed annually, including most
recently on December 10, 2020.
The
members of the HSE & Technical Committee are James Franklin
(Chair) (Professional Geologist), William Boberg (Professional
Geologist), Thomas Parker (Professional Engineer), and Gary Huber
(Professional Geologist). The members of the Committee are not
required to be independent. Currently, however, all members are
independent. There are several members of executive management who
routinely participate in the Committee meetings. Because of the
significance of the physical and environmental safety and
operational matters overseen by the Committee, a standing
invitation has been extended by the Committee for all directors and
executive officers to attend the Committee’s meetings. We
continued this practice in 2020, and all non-Committee directors
attended each meeting.
In
recent years, the HSE & Technical Committee has conducted
certain of its reviews by means of informal meetings, including
in-house technical sessions at the Lost Creek site. In 2020, with
operations continuing on a controlled, lower production rate and in
recognition of precautions and travel restrictions imposed due to
the COVID-19 pandemic, the HSE & Technical Committee did not
travel to Lost Creek. A broad reaching operational working session
was held in lieu of the onsite technical session.
The
Committee held four formal meetings during 2020. The Committee
received routine presentations throughout the year on technical,
operational, safety and environmental matters at Lost Creek.
Summary of Memberships on Permanent Committees and Record of
Attendance for 2020
During
the year ended December 31, 2020, the Board of Directors and its
permanent committees met as follows:
|
|
|
|
Board
of Directors
|
7
(1)
|
|
Audit
Committee (“AC”)
|
5
|
|
Compensation
Committee (“CC”)
|
4
|
|
Corporate
Governance and Nominating Committee
(“CGN”)
|
2
|
|
HSE
& Technical Committee (“HSE&TC”)
|
4
|
|
Treasury
& Investment Committee (“TIC”)
|
2
|
|
Total number of meetings held
|
24
|
(1)
In addition to the
seven meetings held by the Board of Directors, six actions were
taken by resolution in writing.
During 2020, our directors had 100% attendance at scheduled Board
and assigned Committee meetings as set forth below, and
Roger Smith, CFO of
the Company, who serves as a member of the Treasury and Investment
Committee, also had 100% attendance.
|
|
|
|
|
|
|
|
|
|
Board Meetings
|
Committee Meeting Memberships and Meetings
Attended
|
||||
|
Director
|
Attended
|
AC
|
CC
|
CGN
|
TIC
|
HSE&TC
|
|
Jeffrey T. Klenda
|
7/7
|
-
|
-
|
-
|
-
|
-
|
|
James M. Franklin
|
7/7
|
-
|
4/4
|
2/2
|
-
|
4/4
|
|
W. William Boberg
|
7/7
|
-
|
-
|
2/2
|
-
|
4/4
|
|
Thomas H. Parker
|
7/7
|
5/5
|
-
|
-
|
2/2
|
4/4
|
|
Gary C. Huber
|
7/7
|
5/5
|
4/4
|
2/2
|
-
|
4/4
|
|
Kathy E. Walker
|
7/7
|
5/5
|
-
|
-
|
2/2
|
-
|
|
Rob Chang
|
7/7
|
5/5
|
4/4
|
2/2
|
-
|
-
|
43
Board Attendance at Shareholder Meeting
It has
been the Company’s practice and expectation that its
directors attend the annual shareholders’ meetings. Last
year, all seven of our directors attended the annual and special
meeting of shareholders. Because of the COVID-19 related gathering
and travel restrictions in place at the time of our meeting in
2020, we held an in-person meeting, with participation by our
directors being facilitated through a teleconference / webcast
platform.
Shareholder Feedback
The
Board of Directors believes that management should speak for the
Company in its communications with shareholders and others in the
investment community and that the Board of Directors should be
satisfied that appropriate investor relations programs and
procedures are in place. The Board of Directors has approved these
policies including the designation of spokespersons in behalf of
the Company from time to time. The Board of Directors regularly
reviews the Company’s major communications with shareholders
and the public, including continuous disclosure documents and
periodic press releases in accordance with the Company’s
policies.
Shareholder Communication with the Board
We
believe that it is important to maintain good shareholder
relations. The Board of Directors will give appropriate attention
to all written communications that are submitted by shareholders.
Any shareholder wishing to send communications to the Board, or a
specific committee of the Board, should send such communication to
the Corporate Secretary of the Company by email to
legaldept@Ur-Energy.com or by mail to Ur-Energy Inc. Board of
Directors, c/o Corporate Secretary, 10758 West Centennial Road,
Suite 200, Littleton, Colorado, USA 80127. All communications shall
state the type and amount of the Company’s securities held by
the shareholder and shall clearly state that the communication is
intended to be shared with the Board, or if applicable, with a
specific committee of the Board. The Corporate Secretary shall
forward all such communications to the Board or the specific
committee, as appropriate.
Expectations of Management
The
Board of Directors believes that it is appropriate for management
to be responsible for the development of long-term strategies for
our Company. Meetings of the Board of Directors are held, as
required, to specifically review and deal with long-term strategies
of the Company as presented by senior members of
management.
The
Board of Directors appreciates the value of having its executive
officers attend board meetings to provide information and opinions
to assist the Directors in their deliberations. The Chair, in
consultation with the Chief Financial Officer and Corporate
Secretary, arranges for the attendance of executive officers for
consultation including technical presentations at Board
meetings.
I
NDEBTEDNESS OF DIRECTORS AND
OFFICERS
At no
time since the beginning of the Company’s last financial year
was any director, executive officer, proposed nominee for election
as a director, or any of their respective associates, indebted to
the Company or any of its subsidiaries, nor was the indebtedness of
any such person to another entity the subject of any guarantee,
support agreement, letter of credit or similar arrangement provided
by the Company or any of its subsidiaries.
C
ERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None of
our directors or officers has had any material interest, direct or
indirect, in any material transaction since the incorporation of
Ur-Energy or in any proposed transaction which has or may
materially affect Ur-Energy.
As
discussed in their biographies set forth herein, certain of our
directors and/or officers are also directors and/or officers of one
or more other mining or natural resources companies. Our directors
and officers are also in many cases shareholders of one or more
mining or natural resources companies. Consequently, there exists
the possibility for such directors and/or officers to be in a
position of conflict. While there is a potential for conflicts of
interest to arise in such situations, that potential is minimized
because of the nature of these other companies in other areas of
mineral resources and precious metals. Any decision made by any of
these directors and/or officers will be made in accordance with
their duties and obligations to deal fairly and in good faith with
Ur-Energy and such other companies. In addition, at meetings of the
Board, any director with an interest in a matter being considered
will declare such interest and refrain from voting on such
matter.
44
The
Audit Committee is charged with reviewing and approving in advance
any transaction with any “related person,” as that term
is defined under applicable U.S. securities laws. Except as
previously disclosed, there have been no transactions between the
Company and any “related person” since the beginning of
the Company’s last fiscal year that would be required to be
disclosed under applicable U.S. securities laws.
H
OUSEHOLDING
The
bank, broker or other nominee for any shareholder who is a
beneficial owner, but not the record holder, of the Company’s
Common Shares may deliver only one copy of the Circular to multiple
shareholders who share the same address, unless that broker, bank
or other nominee has received contrary instructions from one or
more of the shareholders. The Company will deliver promptly, upon
written or oral request, a separate copy of the Circular to a
shareholder at a shared address to which a single copy of the
document was delivered. Shareholders who wish to receive a separate
copy of the Circular now, or a separate copy of the Notice of
Internet Availability or Circular in the future, should write to us
at: Ur-Energy Inc., 10758 West Centennial Road, Suite 200,
Littleton, Colorado 80127, Attention: Corporate Secretary.
Beneficial owners sharing an address who are receiving multiple
copies of the Circular and wish to receive a single copy of the
Notice of Internet Availability or Circular in the future will need
to contact their broker, bank or other nominee to request that only
a single copy be mailed to all shareholders at the shared address
in the future.
A
CCOMPANYING FINANCIAL INFORMATION AND
INCORPORATION BY REFERENCE
Additional
financial information for the Company is available in the
Company’s audited consolidated financial statements for the
year ended December 31, 2020 and related management’s
discussion and analysis of financial condition and results of
operations for the year ended December 31, 2020, included in the
Annual Report on Form 10-K which has been filed with the SEC at
https://www.sec.gov/edgar.shtml, and with Canadian securities
regulators at https://sedar.com.
A
NNUAL REPORT TO
SHAREHOLDERS
The
Company’s 2020 Annual Report on Form 10-K for the year ended
December 31, 2020 may be accessed at
https://www.sec.gov/edgar.shtml.
S
HAREHOLDER PROPOSALS
All
proposals of the Company’s shareholders intended to be
presented at the Company’s annual meeting of shareholders in
2022 must meet the requirements set forth in Section 137 of the
Canada Business Corporations
Act
(CBCA) and Rule 14a-8 of the Exchange Act. Pursuant to
the CBCA, proposals must be received by the Company’s
Corporate Secretary no later December 22, 2021 in order to be
included in the Management Proxy Circular for the Company’s
2022 annual meeting. The Company’s next annual meeting of
shareholders is planned for May 2022.
As to
any proposal that a shareholder intends to present to shareholders
other than by inclusion in our Management Proxy Circular for our
2022 annual meeting of shareholders, the proxies named in our proxy
for that meeting will be entitled to exercise their discretionary
voting authority on that proposal unless we receive notice of the
matter to be proposed not later than March 7, 2022. Even if proper
notice is received on or prior to that date, the proxies named in
our proxy for that meeting may nevertheless exercise their
discretionary authority with respect to such matter by advising
shareholders of that proposal and how they intend to exercise their
discretion to vote on such matter, unless the shareholder making
the proposal solicits proxies with respect to the proposal to the
extent required by Rule 14a-4(c)(2) under the Exchange
Act.
45
A
VAILABILITY OF DOCUMENTS
Upon
request made to the Corporate Secretary of Ur-Energy at 10758 West
Centennial Road, Suite 200, Littleton, Colorado 80127 or by email
at legaldept@Ur-Energy.com (Telephone: +1 720-981-4588 ext. 250),
the Corporate Secretary will provide to any shareholder of the
Company entitled to vote at the Annual Meeting, free of charge, by
first class mail within one business day of receipt of written
request, a copy of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 (including exhibits) as filed
with the SEC and with the Canadian securities authorities. Due to
current remote-work restrictions, we may be able to respond to your
request more quickly by email request and response.
O
THER MATTERS
Our
management and the Board of Directors know of no other matters to
be brought before the Meeting. If other matters are presented
properly to the shareholders for action at the Meeting and any
postponements and adjournments thereof, it is the intention of the
proxy holders named in the proxy to vote in their discretion on all
matters on which the Common Shares represented by such proxy are
entitled to vote.
There
have been no other proposals made by shareholders for consideration
at this Meeting, nor are there any other proposals to be addressed
at the Meeting but not included in this Circular.
A
PPROVAL
The
contents and mailing of this Circular have been approved by the
Board of Directors of the Company.
You are urged to promptly complete, sign, date and return your
proxy, or to vote online or by telephone as set forth above. You
may revoke your proxy at any time before it is voted. If you attend
the Meeting in person, and you are a Registered Shareholder, you
may vote your shares at the time of the Meeting.
|
|
BY ORDER OF THE BOARD OF DIRECTORS,
|
|
|
|
|
|
|
|
|
/s/ Jeffrey T. Klenda
|
|
|
Jeffrey
T. Klenda, Chairman
|
46
S
CHEDULE A
A-1
Ur-Energy Inc.
Amended and Restated Restricted Share Unit and Equity Incentive
Plan
Originally Effective May 7, 2010
As amended and restated on April 13, 2021
Table of Contents
|
ARTICLE
1 GENERAL PROVISIONS
|
1
|
|
|
1.1
|
Purpose
|
1
|
|
1.2
|
Definitions
|
1
|
|
1.3
|
Effective Date
|
3
|
|
1.4
|
Governing Law; Subject to Applicable Regulatory Rules
|
3
|
|
ARTICLE
2 ELIGIBILITY AND PARTICIPATION
|
3
|
|
|
2.1
|
Eligibility
|
3
|
|
2.2
|
Rights Under the Plan
|
4
|
|
2.3
|
Copy of Plan
|
4
|
|
2.4
|
Limitation on Rights
|
4
|
|
2.5
|
Grant Agreements
|
4
|
|
2.6
|
Maximum Number of Common Shares
|
4
|
|
ARTICLE
3 RESTRICTED SHARE UNITS
|
4
|
|
|
3.1
|
Grant of Restricted Share Units
|
4
|
|
3.2
|
Redemption of Restricted Share Units
|
4
|
|
3.3
|
Payment of Dividend Equivalents
|
5
|
|
3.4
|
Offer for Common Shares – Change of Control
|
5
|
|
ARTICLE
4 PERFORMANCE SHARE UNITS
|
5
|
|
|
4.1
|
Grant of Performance Share Units
|
5
|
|
4.2
|
Settlement of Earned Performance Share Units
|
5
|
|
4.3
|
Payment of Dividend Equivalents
|
6
|
|
4.4
|
Termination of Employment
|
6
|
|
4.5
|
Change of Control
|
6
|
|
ARTICLE
5 DIRECT SHARE ISSUANCES
|
6
|
|
|
5.1
|
Direct Share Issuances
|
6
|
|
5.2
|
Vesting
|
7
|
|
5.3
|
Termination of Employment
|
7
|
|
5.4
|
Change in Control
|
7
|
|
ARTICLE
6 EVENTS AFFECTING ENTITLEMENT
|
7
|
|
|
6.1
|
Termination of Employment or Election as a Director
|
7
|
|
6.2
|
Death
|
8
|
|
6.3
|
No Grants Following Last Day of Active Employment
|
8
|
|
ARTICLE
7 ADMINISTRATION
|
8
|
|
|
7.1
|
Adjustments
|
8
|
|
7.2
|
Compliance with Tax Requirements
|
9
|
|
7.3
|
Transferability
|
9
|
|
7.4
|
Administration
|
9
|
|
7.5
|
Records
|
10
|
|
7.6
|
Statements
|
10
|
|
7.7
|
Legal Compliance
|
10
|
|
ARTICLE
8 AMENDMENT AND TERMINATION
|
10
|
|
|
8.1
|
Amendment
|
10
|
|
8.2
|
Termination of Plan
|
11
|
|
ARTICLE
9 GENERAL
|
11
|
|
|
9.1
|
Rights to Common Shares
|
11
|
|
9.2
|
No Right to Employment
|
11
|
|
9.3
|
Right to Funds
|
11
|
|
9.4
|
Successors and Assigns
|
11
|
|
9.5
|
Severability
|
12
|
|
9.6
|
Code Section 409A
|
12
|
ARTICLE 1
GENERAL
PROVISIONS
1.1
Purpose
This
Amended and Restated Restricted Share Unit and Equity Incentive
Plan is established as a vehicle by which equity-based incentives
may be awarded to retain employees, to recognize and reward their
significant contributions to the long-term success of the
Corporation including to align the employees and directors
interests more closely with the shareholders of the
Corporation.
1.2
Definitions
As used
in the Plan, the following terms have the following
meanings:
(a)
“Award”
means the grant of a Restricted Share Unit award, a Performance
Share Unit award, or a Direct Share Issuance under the
Plan.
(b)
“Board”
means the Board of Directors of the Corporation;
(c)
“Change of
Control” includes:
(i)
the acquisition by
any persons acting jointly or in concert (as determined by the
Securities Act (Ontario)), whether directly or indirectly, of
voting securities of the Corporation that, together with all other
voting securities of the Corporation held by such persons,
constitute in the aggregate more than 50% of all outstanding voting
securities of the Corporation;
(ii)
an amalgamation,
arrangement or other form of business combination of the
Corporation with another corporation that results in the holders of
voting securities of that other corporation holding, in the
aggregate, more than 50% of all outstanding voting securities of
the corporation resulting from the business
combination;
(iii)
the sale, lease or
exchange of all or substantially all of the property of the
Corporation to another person, other than in the ordinary course of
business of the Corporation or to a Related Entity; or
(iv)
any other
transaction that is deemed to be a “Change of Control”
for the purposes of this Plan by the Board in its sole
discretion;
provided, however,
with respect to Section 409A Covered Awards, a transaction will not
be deemed to be a Change in Control unless such transaction
constitutes a “change in control event” within the
meaning of Section 409A of the Code.
(d)
“Code”
means the US Internal Revenue Code of 1986, as
amended;
(e)
“Committee”
means the Compensation Committee of the Board or such other persons
designated by the Board;
(f)
“Common
Share” means a common share in the capital of the
Corporation;
(g)
“Corporation”
means Ur-Energy Inc. and its successors and assigns;
(h)
“Direct Share
Issuance” means the direct issuance of Common Shares to an
Eligible Person.
1
(i)
“Director”
means a non-Employee director of the Board of the
Corporation;
(j)
“Dividend”
means a dividend declared and payable on a Common Share in
accordance with the Corporation’s dividend policy as the same
may be amended from time to time (an “Ordinary
Dividend”), and may, in the discretion of the Committee,
include a special or stock dividend (a “Special
Dividend”) declared and payable on a Common
Share;
(k)
“Eligible
Person” means an Employee or a Director who is designated as
an Eligible Person pursuant to Section 2.1;
(l)
“Employee”
means an employee of the Corporation or a Subsidiary;
(m)
“Fair Market
Value” means the closing price of the Common Shares on the
Toronto Stock Exchange on the Business Day immediately prior to the
date for which Fair Market Value is being determined, or if the
shares are not listed on the Toronto Stock Exchange, then on such
other stock exchange or quotation system as may be selected by the
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 Committee in
its sole discretion acting in good faith;
(n)
“Grant
Date” means any date determined from time to time by the
Committee as a date on which an Award is made to one or more
Eligible Persons under this Plan;
(o)
“Officer”
means a person who is an officer of the Corporation within the
meaning of Section 1 of the Securities Act
(Ontario).
(p)
“Performance
Period” shall mean the period over which the performance
goals with respect to a grant of Performance Share Units is
measured.
(q)
“Performance
Share Unit” means a performance-based Award that entitles the
Eligible Person to receive Common Shares based on the attainment of
one or more performance goals over a designated Performance
Period.
(r)
“Plan”
means the Ur-Energy Inc. Amended and Restated Restricted Share Unit
and Equity Incentive Plan, as amended from time to
time;
(s)
“Redemption
Date” in respect of any Restricted Share Unit means (A) for
Restricted Share Units issued prior to March 23, 2015 (the
“First Amended Effective Date”), (i) 50% of such
Restricted Share Unit on the first anniversary of the Grant Date on
which such Restricted Share Unit was granted to the Eligible
Person, and (ii) 50% of such Restricted Share Unit on the second
anniversary of the Grant Date on which such Restricted Share Unit
was granted to the Eligible Person, and (B) for Restricted Shares
Units issued on or after First Amended Effective Date, 100% of such
Restricted Share Unit on the second anniversary of the Grant Date
on which such Restricted Share Unit was granted to the Eligible
Person, unless (a) an earlier date has been approved by the
Committee as the Redemption Date in respect of such Restricted
Share Unit (provided, however, that the Committee shall not
designate an earlier Redemption Date in respect of Section 409A
Covered Awards), or (b) Section 3.4, 6.1, 6.2 or 8.2, is
applicable, in which case the Redemption Date in respect of such
Restricted Share Unit shall be the date established as such in
accordance with the applicable Section; provided that,
notwithstanding any other provision hereof, in no event will the
Redemption Date in respect of any Restricted Share Unit 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 Restricted
Share Unit relates were performed by the Employee or Director to
whom such Restricted Share Unit was granted;
2
(t)
“Reorganization”
means any declaration of any stock dividend (other than a Special
Dividend in respect of which the Committee, in its discretion,
determines that Eligible Persons are to be paid a cash amount
pursuant to Section 3.3), stock split, combination or exchange of
shares, merger, consolidation, recapitalization, amalgamation, plan
of arrangement, reorganization, spin-off or other distribution
(other than Ordinary Dividends) of the Corporation assets to
shareholders or any other similar corporate transaction or event
which the Committee determines affects the Common Shares such that
an adjustment is appropriate to prevent dilution or enlargement of
the rights of Eligible Persons under this Plan;
(u)
“Restricted
Share Unit” means one notional Common Share (without any of
the attendant rights of a shareholder of such Common Share,
including the right to vote such Common Share and the right to
receive dividends thereon, except to the extent otherwise
specifically provided herein) credited by bookkeeping entry to a
notional account maintained by the Corporation in respect of an
Eligible Person in accordance with this Plan; and
(v)
“Section 409A
Covered Award” means any Award granted under the Plan after
the Amended Effective Date that constitutes “non-qualified
deferred compensation” subject to Section 409A of the
Code.
(w)
“Separation
from Service” has the meaning set forth in Treasury
Regulation 1.409A-1(h) applying the default rules
thereunder.
(x)
“Specified
Employee” means a “specified employee” within the
meaning of Section 409A(a)(2)(B) of the Code using the
identification methodology selected by the Corporation from time to
time, or if none, the default methodology set forth in Section 409A
of the Code.
(y)
“Subsidiary”
has the meaning set out in the Securities Act
(Ontario).
1.3
Effective
Date
The
Plan was originally effective May 7, 2010 with respect to the
Eligible Person payable commencing in and with respect to the 2010
fiscal year. The Plan was first amended and restated effective
March 23, 2015. The Plan is now amended and restated again
effective April 13, 2021. No Common Shares may be issued under the
Plan until and unless all required regulatory and shareholder
approvals have been obtained with respect to the issuance of Common
Shares hereunder.
1.4
Governing Law;
Subject to Applicable Regulatory Rules
The
Plan shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada
applicable therein. The provisions of the Plan shall be subject to
the applicable by-laws, rules and policies of the Toronto Stock
Exchange and applicable securities legislation.
ARTICLE 2
ELIGIBILITY AND
PARTICIPATION
This
Plan applies to those Employees and Directors whom the Committee
designates as eligible to receive an Award under the Plan. The
Committee shall make such a designation prior to each Grant
Date.
2.2
Rights
Under the Plan
Subject
to Article 6 and Article 7, an Eligible Person who has been granted
an Award shall continue to have rights in respect of such Award
until such Award has been redeemed for cash or shares in accordance
with this Plan.
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2.3
Copy of
Plan
The
Corporation shall provide each Eligible Person with a copy of this
Plan following the initial Award to such Eligible Person and shall
provide each Eligible Person with a copy of all amendments to this
Plan.
Nothing
in this Plan shall confer on any Employee or Director any right to
be designated as an Eligible Person or to be granted an Award under
the Plan. There is no obligation for uniformity of treatment of
Eligible Persons or any group of Employees, Directors or Eligible
Persons, whether based on salary or compensation, grade or level or
organizational position or level or otherwise. An Award to an
Eligible Person on one or more Grant Dates shall not be construed
to create a right to an additional Award on a subsequent Grant
Date.
Each
Award shall be evidenced by a written agreement executed by the
Eligible Person in substantially the form appended hereto or in
such other form as may be approved by the Committee from time to
time. An Eligible Person will not be entitled to any Award
hereunder or any benefit of this Plan unless the Eligible Person
agrees with the Corporation to be bound by the provisions of this
Plan. By entering into an agreement described in this Section 2.5,
each Eligible Person shall be deemed conclusively to have accepted
and consented to all terms of this Plan and all bona fide actions
or decisions made by the Committee. Such terms and consent shall
also apply to and be binding on the legal representative,
beneficiaries, heirs and successors of each Eligible
Person.
2.6
Maximum
Number of Common Shares
Notwithstanding any
provision herein, the aggregate number of Common Shares which may
be issuable in respect of Awards under the Plan, in combination
with the aggregate number of Common Shares which may be issuable
under any and all of the Corporation’s equity incentive plans
in existence from time to time, including the Corporation’s
Stock Option Plan 2005, as amended from time to time, shall not
exceed ten percent (10%) of the issued and outstanding shares of
the Corporation as at the Grant Date of each Award under the Plan
or such greater number of Common Shares as shall have been duly
approved by the Board and, if required by the rules or policies of
the Toronto Stock Exchange or any other stock exchange on which the
Common Shares of the Corporation may then be listed, by the
shareholders of the Corporation. No fractional Common Shares may be
issued under the Plan.
ARTICLE 3
RESTRICTED SHARE
UNITS
3.1
Grant of
Restricted Share Units
On each
Grant Date, the Committee shall designate Eligible Persons and
determine the number of Restricted Share Units, if any, to be
granted to each Eligible Person in the Committee’s sole
discretion.
(a)
Unless redeemed
earlier in accordance with this Plan, the Restricted Share Units of
each Eligible Person will be redeemed on or within thirty (30) days
after the Redemption Date for cash or Common Shares, as determined
by the Committee, for an amount equal to the Fair Market Value of a
Restricted Share Unit.
(b)
If the Committee
determines that any Restricted Share Units are to be redeemed for
Common Shares, the Eligible Person will be entitled to receive and
the Corporation will issue to the Eligible Person a number of
Common Shares equal to the Fair Market Value of the Restricted
Share Units (net of any applicable statutory withholdings) that
have vested on the Redemption Date.
4
3.3
Payment
of Dividend Equivalents
When
Dividends are paid on Common Shares, an Eligible Person shall be
credited with Dividend equivalents in respect of the Restricted
Share Units credited to the Eligible Person’s account as of
the record date for payment of Dividends. Such Dividend equivalents
shall be converted into additional Restricted Share Units
(including fractional Restricted Share Units) based on the Fair
Market Value per Common Share on the date credited, and such new
Restricted Share Units shall be paid at the same time as the
Restricted Share Units to which the Dividend equivalents
related.
Notwithstanding
anything else herein to the contrary, in the event of a Change of
Control, then the Corporation shall redeem 100% of the Restricted
Share Units granted to the Eligible Persons and outstanding under
the Plan as soon as reasonably practical, but no later than thirty
(30) days following the Redemption Date for cash. For the purposes
of this Section 3.4: (i) the Redemption Date shall be the date on
which the Change of Control occurs, and (ii) the Fair Market Value
of a Restricted Share Unit shall be the greater of (i) the closing
price per Common Share on the Toronto Stock Exchange on the
Business Day immediately preceding the Redemption Date, and (ii)
the price at which Common Shares are taken up under the Change of
Control, as applicable.
ARTICLE
4
PERFORMANCE SHARE
UNITS
4.1
Grant of
Performance Share Units
On each
Grant Date, the Committee shall designate Eligible Persons and
determine the Performance Share Units, if any, to be granted to
each Eligible Person in the Committee’s sole discretion. Each
Award of Performance Share Units shall designate a target number of
Performance Share Units covered by the Award, with the actual
number of Performance Share Units earned (if any) to be based on a
formula set forth in the grant agreement related to the attainment
of one or more performance goals set forth in the grant agreement
over the Performance Period set forth in the grant
agreement.
4.2
Settlement of Earned
Performance Share Units
(a)
Unless settled
earlier in accordance with this Plan, earned Performance Share
Units of each Eligible Person will be settled on or within thirty
(30) days after the end of the Performance Period applicable to
such Performance Share Units for cash or Common Shares, as
determined by the Committee.
(b)
If the Committee
determines that any earned Performance Share Units are to be
settled in Common Shares, the Eligible Person will be entitled to
receive and the Corporation will issue to the Eligible Person a
number of Common Shares equal to the number of earned Performance
Share Units (net of any applicable statutory withholdings). If the
Committee determines that any earned Performance Share Units are to
be settled in cash, the Eligible Person will be entitled to receive
and the Corporation will issue to the Eligible Person a cash
payment equal to the Fair Market Value (measured as of the
settlement date) of a number of Common Shares equal to the number
of earned Performance Share Units.
5
4.3
Payment
of Dividend Equivalents
When
Dividends are paid on Common Shares, an Eligible Person shall be
credited with Dividend equivalents in respect of the target number
of Performance Share Units credited to the Eligible Person’s
account as of the record date for payment of Dividends. Such
Dividend equivalents shall be converted into additional Performance
Share Units (including fractional Performance Share Units) based on
the Fair Market Value per Common Share on the date credited, and
such new Performance Share Units shall be earned based on the same
performance goals measured over the same Performance Period and
shall be paid at the same time as the Performance Share Units to
which the Dividend equivalents related.
4.4
Termination of
Employment
Unless
otherwise provided in a grant agreement for an Award of Performance
Share Units, upon an Eligible Person’s termination of
employment or other service or death prior to the end of the
Performance Period for an Award of Performance Share Units, such
Performance Share Units shall be forfeited. For avoidance of doubt,
the provisions of Section 6.1 and 6.2 below shall not apply to
Performance Share Units granted hereunder.
Upon
the occurrence of a Change of Control, the Performance Period of
each outstanding Performance Share Unit Award shall be deemed to
have ended and the Committee shall determine the number of
Performance Share Units earned under each outstanding Performance
Share Unit Award based on performance through the date of the
Change in Control. The Committee may make adjustments to the
performance goals in its sole discretion to account for the
truncation of the Performance Period on the date of the Change of
Control and the Committee may adopt reasonable procedures for
determining the level of achievement of any financial metrics, such
as using audited financial statements from the most recently
completed fiscal quarter. Earned Performance Share Units shall be
settled in cash as soon as reasonably practical, but no later than
thirty (30) days following, the Change of Control. For the purposes
of this Section 4.5: (i) the Fair Market Value of an earned
Performance Share Unit shall be the greater of (i) the closing
price per Common Share on the Toronto Stock Exchange on the
Business Day immediately preceding the Change of Control, and (ii)
the price at which Common Shares are taken up under the Change of
Control, as applicable.
ARTICLE 5
DIRECT SHARE ISSUANCES
5.1
Direct
Share Issuances
On each
Grant Date, the Committee shall designate Eligible Persons and
determine the number of Common Shares, if any, to be granted as a
Direct Share Issuance to each Eligible Person in the
Committee’s sole discretion. Except to the extent restricted
under the terms of this Plan or under the applicable grant
agreement, an Eligible Person receiving a Direct Share Issuance
shall have all of the rights of a shareholder of the Corporation
with respect to the Common Shares issued, including the right to
vote the Common Shares and the right to receive dividends
thereon.
6
5.2
Vesting
Direct
Shares Issuances may be fully vested on the Grant Date or may be
subject to vesting, as determined by the Committee. Direct Share
Issuances that are subject to a vesting schedule may not be
transferred prior to vesting.
5.3
Termination of
Employment
Unless
otherwise provided in the grant agreement for a Direct Share
Issuance that is subject to vesting, upon an Eligible
Person’s termination of employment or other service or death,
the provisions of Section 6.1 and Section 6.2 shall apply to such
Direct Share Issuance by analogy. Any unvested Common Shares that
do not vest as a result of the Eligible Person’s termination
of employment of other service or death shall be immediately
forfeited and returned to the Corporation without the payment of
any consideration. Common Shares subject to any Direct Share
Issuance may be evidenced in such manner as the Committee shall
determine, and if certificated, may be held in escrow with
appropriate legends to help enforce any forfeiture described in the
Section.
5.4
Change
in Control
Notwithstanding
anything else herein to the contrary, unvested Common Shares
subject to a Direct Share Issuance shall vest in full immediately
prior to the occurrence of a Change of Control.
ARTICLE 6
EVENTS AFFECTING
ENTITLEMENT
(a)
Voluntary
Termination or Termination for Cause. If an Eligible Person is
terminated by the Corporation for cause (as determined by the
Corporation), or if an Eligible Person, voluntarily terminates
employment for any reason or resigns as a Director, as applicable,
all of the Eligible Person’s Restricted Share Units shall be
cancelled and no amount shall be paid by the Corporation to the
Eligible Person in respect of the Restricted Share Units so
cancelled.
Involuntary
Termination. The Restricted Share Units of an Eligible Person,
other than a Director, who is involuntarily terminated by the
Corporation, for reasons other than cause, shall be redeemed for
cash at the Fair Market Value of a Restricted Share Unit on the
Redemption Date. For the purposes of this Section 6.1(b) the
Redemption Date shall be:
(i)
for Restricted
Share Units other than Section 409A Covered Awards, the date on
which the employment of the Eligible Person, other than a Director,
is terminated irrespective of any entitlement of the Eligible
Person to notice, pay in lieu of notice or benefits beyond the
termination date, and
(ii)
for Section 409A
Covered Awards, the date of the Eligible Person’s Separation
from Service; provided, however, that if on such date the Eligible
Person is a Specified Employee, then to the extent required by
Section 409A(a)(2)(B) of the Code, the Redemption Date shall be the
earlier of (i) the expiration of the six (6)-month period measured
from the date of the Eligible Person’s Separation from
Service, and (ii) the date of the Eligible Person’s death
(the “Delay Period”).
Termination related
to Directors. The Restricted Share Units of a Director, who is not
re-elected at an annual or special meeting of shareholders shall be
redeemed for cash at the Fair Market Value of a Restricted Share
Unit on the Redemption Date. For purposes of this
Section 6.1(c), the Redemption Date shall be:
7
(i)
for Restricted
Share Units other than Section 409A Covered Awards, the date on
which the annual or special meeting is held, and
(ii)
for Section 409A
Covered Awards, the date of the Eligible Person’s Separation
from Service.
(d)
Retirement of
Officers and Directors. Any unvested Restricted Share Units held by
the Officer or Director will become fully vested upon such
Officer’s or Director’s “Retirement,” which
shall mean such Officer’s or Director’s voluntary
termination of employment or cessation of services to the
Corporation when the Officer’s or Director’s age plus
years of service with the Corporation (in each case measured in
complete, whole years) equals or exceeds 65, provided that at the
date of termination such Officer or Director has completed at least
five years of service with the Corporation. Such Restricted Share
Units shall be redeemed in accordance with Section 3.2 on their
originally scheduled Redemption Dates.
All of
the Restricted Share Units of an Eligible Person who dies shall be
redeemed in accordance with Section 3.2. For the purposes of the
foregoing, the Redemption Date shall be the date of the Eligible
Person’s death.
6.3
No
Grants Following Last Day of Active Employment
In the
event of termination of any Eligible Person’s employment with
the Corporation, such Eligible Person shall not be granted any
Awards under the Plan after the last day of active employment of
such Eligible Person. Without limiting the generality of the
foregoing and of Section 2.4, notwithstanding any other provision
hereof, and notwithstanding any provision of any employment
agreement between any Eligible Person and the Corporation, no
Eligible Person will have any right to an Award under the Plan, and
shall not be granted any Award under the Plan after the last day of
active employment of such Eligible Person on which such Eligible
Person actually performs the duties of the Eligible Person’s
position, whether or not such Eligible Person receives a lump sum
payment of salary or other compensation in lieu of notice of
termination, or continues to receive payment of salary, benefits or
other remuneration for any period following such last day of active
employment. Notwithstanding any other provision hereof, or any
provision of any employment agreement between the Corporation and
an Eligible Person, in no event will any Eligible Person have any
right to damages in respect of any loss of any right to receive an
Award under the Plan after the last day of active employment of
such Eligible Person and no severance allowance, or termination
settlement of any kind in respect of any Eligible Person will
include or reflect any claim for such loss of right and no Eligible
Person will have any right to assert, claim, seek or obtain, and
shall not assert, claim, seek or obtain, any judgment or award in
respect of or which includes or reflects any such right or claim
for such loss of right.
ARTICLE 7
ADMINISTRATION
7.1
Adjustments
If any
change occurs in the outstanding Common Shares by reason of a
reorganization, the Committee, in its sole discretion, and without
liability to any person, shall make such equitable changes or
adjustments, if any, as it considers appropriate, in such manner as
the Committee may consider equitable, to reflect such change or
event including, without limitation, adjusting the number of Common
Shares subject to Awards outstanding under the Plan, provided that
any such adjustment will not otherwise extend the Redemption Date
otherwise applicable to Restricted Share Units or the Performance
Period applicable to Performance Share Units. The Corporation shall
give notice to each Eligible Person of any adjustment made pursuant
to this Section and, upon such notice, such adjustment shall be
conclusive and binding for all purposes. The existence of
outstanding Awards shall not affect in any way the right or power
and authority of the Corporation or its shareholders to make or
authorize any alteration, recapitalization, reorganization or any
other change in the Corporation’s capital structure or its
business or any merger or consolidation of the Corporation, any
issue of bonds, debentures or preferred or preference shares
(ranking ahead of the Common Shares or otherwise) or any right
thereto, or the dissolution or liquidation of the Corporation, any
sale or transfer of all or any part of its assets or business or
any corporate act or proceeding whether of a similar character or
otherwise.
8
7.2
Compliance with Tax
Requirements
In
taking any action hereunder, or in relation to any rights
hereunder, the Corporation and each Eligible Person shall comply
with all provisions and requirements of any income tax, pension
plan, or employment or unemployment insurance legislation or
regulations of any jurisdiction which may be applicable to the
Corporation or Eligible Person, as the case may be. The Corporation
shall have the right to deduct from all payments made to the
employee in respect of Awards, whether in cash or Common Shares,
any federal, provincial, local, foreign or other taxes, Canadian
pension plan or employment insurance commission or other deductions
required by law to be withheld with respect to such payments. The
Corporation may take such other action as the Board or the
Committee may consider advisable to enable the Corporation and any
Eligible Person to satisfy obligations for the payment of
withholding or other tax obligations relating to any payment to be
made under this Plan. Each Eligible Person (or the heirs and legal
representatives of the Eligible Person) shall bear any and all
income or other tax imposed on amounts paid to the Eligible Person
(or the heirs and legal representatives of the Eligible Person)
under this Plan, including any taxes, interest or penalties
resulting from the application of Section 409A of the Code. If the
Board or the Committee so determines, the Corporation shall have
the right to require, prior to making any payment under this Plan,
payment by the recipient of the excess of any applicable Canadian
or foreign federal, provincial, state, local or other taxes over
any amounts withheld by the Corporation, in order to satisfy the
tax obligations in respect of any payment under this Plan. If the
Corporation does not withhold from any payment, or require payment
of an amount by a recipient, sufficient to satisfy all income tax
obligations, the Eligible Person shall make reimbursement, on
demand, in cash, of any amount paid by the Corporation in
satisfaction of any tax obligation. Notwithstanding any other
provision hereof, in taking such action hereunder, the Board and
the Committee shall endeavour to ensure that the payments to be
made hereunder will not be subject to the “salary deferral
arrangement” rules under the income tax act (Canada), as
amended, or income tax legislation of any other
jurisdiction.
7.3
Transferability
Rights
respecting Awards shall not be transferable or assignable other
than by will or the laws of decent and distribution.
7.4
Administration
The
Committee shall, in its sole and absolute discretion, but subject
to applicable corporate, securities and tax law requirements: (i)
interpret and administer the Plan; (ii) establish, amend and
rescind any rules and regulations relating to the Plan; and (iii)
make any other determinations that the Committee deems necessary or
desirable for the administration and operation of the Plan. The
Committee may delegate to any person any administrative duties and
powers under this Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in
the manner and to the extent the Committee deems, in its sole and
absolute discretion, necessary or desirable. Any decision of the
Committee with respect to the administration and interpretation of
the Plan shall be conclusive and binding on the Eligible Person and
his or her legal representative. The Board may establish policies
respecting minimum ownership of Common Shares of the Corporation by
Eligible Persons and the ability to elect to have Awards satisfy
any such policy.
9
7.5
Records
The
Corporation will maintain records indicating the Awards credited to
an Eligible Person under the Plan from time to time and the Grant
Dates of such Awards. Such records shall be conclusive as to all
matters involved in the administration of this Plan.
7.6
Statements
The
Corporation shall furnish annual statements to each Eligible Person
indicating the Awards credited to the Eligible Person and the Grant
Dates of the Awards and such other information that the Corporation
considers relevant to the Eligible Person.
7.7
Legal
Compliance
Without
limiting the generality of the foregoing, the Committee may take
such steps and require such documentation from Eligible Persons as
the Committee may determine are desirable to ensure compliance with
all applicable laws and legal requirements, including all
applicable corporate and securities laws and regulations of any
country, and any political subdivisions thereof, and the by-laws,
rules and regulations of any stock exchanges or other organized
market on which Common Shares may from time to time be listed or
posted and any applicable provisions of the Income Tax Act
(Canada), as amended or income tax legislation or any other
jurisdiction.
ARTICLE 8
AMENDMENT AND
TERMINATION
(a)
The Board reserves
the right, in its sole discretion, to amend, suspend or terminate
the Plan or any portion thereof at any time, in accordance with
applicable legislation, without obtaining the approval of
shareholders. Notwithstanding the foregoing, the Corporation will
be required to obtain, in accordance with the provisions of the
rules and policies of the Toronto Stock Exchange, the approval of
holders of a majority of shares present and voting in person or by
proxy at a meeting of the shareholders of the Corporation for any
amendment related to:
(i)
the percentage of
the issued and outstanding Common Shares available to be granted
under the Plan;
(ii)
a change in the
method of calculation of redemption of Restricted Share Units or
settlement of Performance Share Units held by Eligible
Persons;
(iii)
an extension to the
term for redemption of Restricted Share Units or settlement of
Performance Share Units held by Eligible Persons; and
(iv)
amendments to this
Section 8.1 of the Plan.
(b)
Unless an Eligible
Person otherwise agrees, any amendment to the Plan or Awards shall
apply only in respect of Awards granted on or after the date of
such amendment.
10
(c)
Without limiting
the generality of the foregoing, the Board may make the following
amendments to the Plan, without obtaining shareholder
approval:
(i)
amendments to the
terms and conditions of the Plan necessary to ensure that the Plan
complies with the applicable regulatory requirements, including the
rules of the TSX, in place from time to time;
(ii)
amendments to the
provisions of the Plan respecting administration of the Plan and
eligibility for participation under the Plan;
(iii)
amendments to the
provisions of the Plan respecting the terms and conditions on which
Awards may be granted pursuant to the Plan, including the
provisions relating to the payment of Awards; and
(iv)
amendments to the
Plan that are of a “housekeeping” nature.
The
Board may from time to time amend or suspend this Plan in whole or
in part and may at any time terminate this Plan. No such amendment,
suspension or termination shall adversely affect the rights of any
Eligible Person at the time of such amendment, suspension or
termination with respect to outstanding Awards credited to such
Eligible Person without the consent of the affected Eligible
Person. If the Board terminates the Plan, no new Awards will be
granted to any Eligible Person, but outstanding Awards shall remain
outstanding, be entitled to payments and be paid in accordance with
the terms and conditions of this Plan existing at the time of
termination. This Plan will finally cease to operate for all
purposes when the last remaining Eligible Person receives a payment
in satisfaction of all outstanding Awards credited to such Eligible
Person, or all outstanding Awards credited to such Eligible Person
are cancelled pursuant to the provisions thereof.
ARTICLE 9
GENERAL
9.1
Rights
to Common Shares
This
Plan shall not be interpreted to create any entitlement of any
Eligible Person to any Common Shares, or to the dividends payable
pursuant thereto, except as expressly provided herein. A holder of
Restricted Share Units or Performance Share Units shall not have
rights as a shareholder of the Corporation with respect to any
Common Shares which may be issuable pursuant to the Restricted
Share Units or Performance Share Units so held, whether voting,
right on liquidation or otherwise.
9.2
No Right
to Employment
This
Plan shall not be interpreted as either an employment or trust
agreement. Nothing in this Plan nor any Committee guidelines or any
agreement referred to in Section 2.5 nor any action taken hereunder
shall be construed as giving any Eligible Person the right to be
retained in the continued employ or service of the Corporation or
any of its subsidiaries, or giving any Eligible Person or any other
person the right to receive any benefits not specifically expressly
provided in this Plan nor shall it interfere in any way with any
other right of the Corporation to terminate the employment or
service of any Eligible Person at any time.
9.3
Right to
Funds
Neither
the establishment of this Plan nor the granting of Awards under
this Plan shall be deemed to create a trust. Amounts payable to any
Eligible Person under the Plan shall be a general, unsecured
obligation of the Corporation. The right of the Employee to receive
payment pursuant to this Plan shall be no greater than the right of
other unsecured creditors of the Corporation.
9.4
Successors and
Assigns
The
Plan shall be binding on all successors and assigns of the
Corporation and an Eligible Person, including without limitation,
the estate of such Eligible Person and the legal representative of
such estate, or any receiver or trustee in bankruptcy or
representative of the Corporation’s or Eligible
Person’s creditors.
11
9.5
Severability
If any
provision of the Plan or part hereof is determined to be void or
unenforceable in whole or in part, such determination shall not
affect the validity or enforcement of any other provision or part
thereof.
9.6
Code
Section 409A
(a)
Although the
Corporation does not guarantee to a Eligible Person any particular
tax treatment of an Award, the Awards hereunder are intended to
comply with or be exempt from the provisions of Section 409A of the
Code, and this Plan shall be administered accordingly.
Notwithstanding the foregoing, neither the Corporation, nor its
subsidiaries or affiliates, nor any of their officers, directors,
employees or representatives shall be liable to the Eligible Person
for any interest, taxes or penalties resulting from non-compliance
with Section 409A of the Code.
(b)
All payments in
respect of Restricted Share Units and Performance Share Units other
than Section 409A Covered Awards are intended to be
“short-term deferrals” exempt from the application of
Code Section 409A and are intended to be made no later than the
15th day of the third month after the later of the end of (i) the
first calendar year in which the Eligible Person’s right to
the payment is no longer subject to a substantial risk of
forfeiture or (ii) the first taxable year of the Corporation in
which the Eligible Person’s right to payment is no longer
subject to a substantial risk of forfeiture.
12
RESTRICTED SHARE
UNIT GRANT AGREEMENT
This
Restricted Share Unit Grant Agreement is made as of the ___ day of
__________, 20__ between _______________________, the undersigned
“Eligible Person” (the “Eligible Person”),
being an employee or director of Ur-Energy Inc. (the
“Corporation”), named or designated pursuant to the
terms of the Restricted Share Unit Plan of Ur-Energy Inc. (which
Plan, as the same may from time to time be modified, supplemented
or amended and in effect is herein referred to as the
“Plan”), and the Corporation.
In
consideration of the grant of Restricted Share Units made to the
Eligible Person pursuant to the Plan (the receipt and sufficiency
of which are hereby acknowledged), the Eligible Person hereby
agrees and confirms that:
1.
The Eligible Person
has received a copy of the Plan and has read, understands and
agrees to be bound by the provisions of the Plan.
2.
The Eligible Person
accepts and consents to and shall be deemed conclusively to have
accepted and consented to, and agreed to be bound by, the
provisions and all terms of the Plan and all bona fide actions or
decisions made by the Board, the Committee, or any person to whom
the Committee may delegate administrative duties and powers in
relation to the Plan, which terms and consent shall also apply to
and be binding on the legal representatives, beneficiaries and
successors of the undersigned.
3.
On
________________, 20__, the Eligible Person was granted __________
Restricted Share Units, which grant is evidenced by this
Agreement.
4.
This Restricted
Share Unit Grant Agreement shall be considered as part of and an
amendment to the employment agreement between the Eligible Person
and the Corporation and the Eligible Person hereby agrees that the
Eligible Person will not make any claim under that employment
agreement for any rights or entitlement under the Plan or damages
in lieu thereof except as expressly provided in the
Plan.
This
Agreement shall be determined in accordance with the laws of
Ontario and the laws of Canada applicable therein.
Words
used herein which are defined in the Plan shall have the respective
meanings ascribed to them in the Plan.
IN
WITNESS WHEREOF, Ur-Energy Inc. has executed and delivered this
Agreement, and the Eligible Person has signed, sealed and delivered
this Agreement, as of the date first above written.
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UR-ENERGY INC.
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Per:
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Name:
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<Name>
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TABLE OF CONTENTS
SOLICITATION OF PROXIESAPPOINTMENT OF PROXIESVOTING INSTRUCTIONSREVOCATION OF PROXIESVOTING AND DISCRETION OF PROXIESCOMMON SHARES ENTITLED TO VOTEVOTES REQUIREDQUORUMRIGHTS OF DISSENTSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTPARTICULARS OF MATTERS TO BE ACTED UPONProposal No. 1: Election of DirectorsProposal No. 2: Re-Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as our Independent Auditors and Approval for the Directors to Fix the Remuneration of the AuditorsProposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Companys Named Executive OfficersProposal No. 4: Approval of the Amendments to the Ur-Energy Inc. Amended and Restated Restricted Share Unit and Equity Incentive Plan (the RSU&EI Plan)MANAGEMENTCOMPENSATION PROGRAMEXECUTIVE COMPENSATIONEQUITY INCENTIVE PLANSPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLCOMPENSATION OF DIRECTORSREPORT OF THE AUDIT COMMITTEESTATEMENT OF CORPORATE GOVERNANCE PRACTICESINDEBTEDNESS OF DIRECTORS AND OFFICERSCERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSHOUSEHOLDINGACCOMPANYING FINANCIAL INFORMATION AND INCORPORATION BY REFERENCEANNUAL REPORT TO SHAREHOLDERSSHAREHOLDER PROPOSALSAVAILABILITY OF DOCUMENTSOTHER MATTERSAPPROVALSCHEDULE A A-1