June 8,
2021
|
Virginia Schweitzer
Direct
+1 613 696 6889
vschweitzer@fasken.com
|
Board
of Directors Ur-Energy Inc.
10758
W. Centennial Road, Suite 200
Littleton,
CO 80127
USA
|
|
Dear
Sirs:
We have acted as Canadian
counsel to Ur-Energy Inc. (the “Corporation”), a corporation
continued under the federal laws of Canada, with respect to certain
legal matters relating to (i) the Registration Statement on
Form S-3 (Registration No. 333-238324) (the “Registration Statement”),
including the base prospectus contained therein (the
“Base
Prospectus”), filed by the Corporation with the
Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”) for the purpose
of registering under the Securities Act, among other securities,
common shares of the Corporation without par value (the
“Common
Shares”); (ii) the
prospectus supplement thereto dated May 29, 2020 filed with the
Commission pursuant to Rule 424(b)(5) on May 29, 2020 (the
“2020
Prospectus Supplement”);
and (iii) the prospectus supplement thereto dated June 8, 2021
filed with the Commission pursuant to Rule 424(b)(5) on June 8,
2021 (the “Prospectus
Supplement” and together
with the Base Prospectus and the 2020 Prospectus Supplement, the
“Prospectus”).
The
Prospectus has been filed in connection with the offer and sale of
up to an aggregate of US$50,000,000 of Common Shares (the
“Shares”) by the
Corporation pursuant to the terms of an amended and restated
at-market issuance sales agreement dated June 7, 2021
(“Sales
Agreement”) among the Corporation, B. Riley
Securities, Inc. (formerly B. Riley FBR, Inc.) and Cantor
Fitzgerald & Co. (together, the “Agents”).
Examinations
In
rendering the opinions below, we have examined and relied
upon:
(a)
the Registration
Statement and the Prospectus;
(b)
a certificate of an
officer of the Corporation dated the date hereof certifying certain
matters including, among other things:
(i)
the articles of the
Corporation;
(ii)
the by-laws of the
Corporation;
(iii)
the resolutions of
the board of directors of the Corporation approving transactions
contemplated in the Sales Agreement including the issuance of the
Shares; and
(iv)
certain factual
matters; and
(c)
a certificate of
compliance dated the date hereof issued pursuant to the
Canada Business Corporations
Act relating to the Corporation.
We have
considered such questions of law and examined such statutes and
regulations of the Province of Ontario and of Canada applicable
therein as they exist on the date hereof, as we have considered
necessary or relevant as a basis for our opinions.
Jurisdiction and Effective Date
Our
opinions herein are restricted to and based upon the laws of the
Province of Ontario and the federal laws of Canada applicable
therein in force on the date hereof (collectively,
“Ontario
Law”).
We
assume no obligation to revise or supplement this opinion should
Ontario Law change subsequent to the date hereof by legislative
action, judicial decision or otherwise or if there is a change in
any fact or facts after the date hereof.
Assumptions
For the
purpose of delivering our opinions herein, we have assumed that the
Shares will be issued and sold only in the manner stated in the
Registration Statement and the Prospectus Supplement and only in
accordance with the terms of the Sales Agreement.
Opinions
On the
basis of the foregoing assumptions and subject to the
qualifications and limitations hereinafter expressed, we are of the
opinion that when the Shares have been issued and delivered in
accordance with the terms of the Sales Agreement, and upon payment
to the Corporation of the full consideration provided for in the
Sales Agreement, the Shares will be validly issued as fully paid
and non-assessable common shares in the capital of the
Corporation.
This
opinion letter has been prepared for filing by the Corporation as
an exhibit to a Current Report on Form 8-K (the “Form 8-K”). The Form 8-K will be
incorporated by reference in the Registration
Statement.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Form 8-K. We also consent to the reference to this firm
under the heading “Legal Matters” in the Registration
Statement and the Prospectus. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules of
the U.S. Securities and Exchange Commission
thereunder.
Yours
truly,
/s/ Fasken Martineau DuMoulin
FASKEN MARTINEAU DuMOULIN LLP