UR Energy Inc. - ss. 4(b) of the Regulation

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181

Canada Business Corporations Act, R.S., 1985, c. C-44, as am.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulation Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b)

June 9, 2006

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, c. B. 16, AS AMENDED

(THE OBCA)

ONTARIO REG. 289/00 (THE REGULATION)

AND

IN THE MATTER OF

UR-ENERGY INC.

CONSENT

 

(Subsection 4(b) of the Regulation)

UPON the application of Ur-Energy Inc. (the Applicant) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Applicant to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is governed under the provisions of the OBCA pursuant to articles of incorporation dated March 22, 2004, as amended pursuant to articles of amendment dated August 22, 2005. The registered office of the Applicant is located at 1128 Clapp Lane, P. O. Box 279, Manotick, ON K4M 1A3.

2. The authorized share capital of the Applicant is comprised of an unlimited number of common shares and an unlimited number of Class A preference shares, issuable in series, of which 49,334,623 common shares and no Class A preference shares were issued and outstanding as of March 24, 2006.

3. The Applicant is proposing to submit an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue (the Continuance) as a corporation under the Canada Business Corporations Act, R.S.C. 1985, c.144, as amended (the CBCA).

4. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation (as such term is defined in the OBCA), the Application for Continuance must be accompanied by a consent from the Commission.

5. The Applicant is an offering corporation under the OBCA and a reporting issuer under the Securities Act, R.S.O. 1990, c.S.5, as amended (the Act). The Applicant is also a reporting issuer or the equivalent thereof in British Columbia, Alberta, Saskatchewan and Manitoba.

6. The Applicant's common shares are listed for trading on the Toronto Stock Exchange under the symbol "URE".

7. Following the Continuance, the Applicant intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is currently a reporting issuer or equivalent thereof.

8. The Applicant is not in default under any provision of the Act or the rules and regulations made under the Act and is not in default under the securities legislation of any other jurisdiction in which it is a reporting issuer or equivalent thereof.

9. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the Act.

10. The Continuance of the Applicant under the CBCA was approved by the Applicant's shareholders by way of special resolution at an annual and special meeting of shareholders (the Meeting) held on May 17, 2006.

11. The management information circular of the Applicant dated March 24, 2006, provided to all shareholders of the Applicant in connection with the Meeting, advised the holders of common shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

12. The principal reason for the Continuance is that the Corporation believes it to be in its best interests to conduct its affairs in accordance with the CBCA.

13. Other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians, as compared with the requirement under the CBCA that, subject to certain exceptions, only 25% of a corporation's directors need be resident Canadians, the material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the CBCA.

"Wendell S. Wigle"

"Paul K. Bates"