EX-99.12 13 exhibit99-12.htm INTERIM FINANCIALS FOR THE PERIOD ENDED MARCH 31, 2007 Filed by Automated Filing Services Inc. (604) 609-0244 - UR-Energy Inc. - Exhibit 99.12

Ur-Energy Inc.
(a Development Stage Company)

Unaudited Consolidated Financial Statements

March 31, 2007

(expressed in Canadian dollars)



Ur-Energy Inc.
(a Development Stage Company)
Unaudited Consolidated Balance Sheets

(expressed in Canadian dollars)            
    March 31,     December 31,  
    2007     2006  
  $    $   
    (unaudited)        
Assets            
             
Current assets            
Cash and cash equivalents   26,625,076     28,727,824  
Amounts receivable   113,890     80,376  
Prepaid exploration costs and expenses   183,777     148,243  
             
    26,922,743     28,956,443  
             
Bonding and other deposits (note 3)   511,415     166,151  
Capital assets (note 4)   254,339     152,316  
Mineral exploration properties (note 5)   31,185,988     30,652,405  
Deferred exploration expenditures (note 5)   15,191,754     13,552,397  
             
    47,143,496     44,523,269  
             
    74,066,239     73,479,712  
             
Liabilities and shareholders' equity            
             
Current liabilities            
Accounts payable and accrued liabilities   659,246     636,249  
Current portion of New Frontiers obligation   5,779,350     5,831,900  
             
    6,438,596     6,468,149  
             
New Frontiers obligation (note 7)   9,240,292     8,881,595  
Future income tax liability   2,188,000     2,188,000  
             
    17,866,888     17,537,744  
             
Shareholders' equity            
Capital stock (note 6)   60,125,432     59,236,406  
Warrants (note 6)   -     45,604  
Contributed surplus (note 6)   3,580,206     2,678,341  
Deficit   (7,506,287 )   (6,018,383 )
             
    56,199,351     55,941,968  
             
    74,066,239     73,479,712  

The accompanying notes are an integral part of these consolidated interim financial statements.

Approved by the Board of Directors:

signed "Jeffrey Klenda"   signed "Paul Macdonell"
Director   Director



Ur-Energy Inc.
(a Development Stage Company)
Unaudited Consolidated Statements of Operations and Deficit

(expressed in Canadian dollars)                  
                   
    Three months     Three months     Cumulative from  
    ended     ended     March 22, 2004 to  
    March 31,     March 31,     March 31,  
    2007     2006     2007  
  $    $    $   
    (unaudited)     (unaudited)     (unaudited)  
Expenses                  
Management fees   -     323,500     589,106  
Promotion   274,490     192,252     1,550,467  
Regulatory authority and transfer agent fees   16,985     38,112     141,013  
Professional fees   313,063     133,486     1,516,633  
General and administrative   1,096,848     488,689     5,582,480  
General exploration expense   194,903     96,890     774,590  
Write-off of mineral property and deferred                  
       exploration expenditures   -     -     107,462  
Amortization of capital assets   19,567     5,492     54,424  
                   
    (1,915,856 )   (1,278,421 )   (10,316,175 )
                   
Interest income   288,810     97,550     1,056,406  
Foreign exchange gain (loss)   139,142     (21,189 )   857,482  
                   
    427,952     76,361     1,913,888  
                   
Loss before income taxes   (1,487,904 )   (1,202,060 )   (8,402,287 )
                   
Recovery of future income taxes   -     110,000     896,000  
                   
Net loss for the period   (1,487,904 )   (1,092,060 )   (7,506,287 )
                   
Deficit - Beginning of period   (6,018,383 )   (957,857 )   -  
                   
Deficit - End of period   (7,506,287 )   (2,049,917 )   (7,506,287 )
                   
                   
Loss per common share:                  
     Basic and diluted   (0.02 )   (0.02 )      
                   
Weighted average number of common shares outstanding:                  
     Basic and diluted   73,804,365     48,584,408        

The accompanying notes are an integral part of these consolidated interim financial statements.



Ur-Energy Inc.
(a Development Stage Company)
Unaudited Consolidated Statements of Cash Flow

(expressed in Canadian dollars)                  
    Three months     Three months        
    ended     ended     Cumulative from  
    March 31,     March 31,     March 22, 2004  
    2007     2006     to March 31, 2007  
  $    $    $   
    (unaudited)     (unaudited)     (unaudited)  
                   
Cash provided by (used in)                  
                   
Operating activities                  
Net loss for the period   (1,487,904 )   (1,092,060 )   (7,506,287 )
Items not affecting cash:                  
       Stock based compensation   595,076     434,827     3,678,586  
       Amortization of capital assets   19,567     5,492     54,424  
       Write-off of deferred exploration expenditures   -     -     107,462  
       Unrealized foreign exchange loss (gain)   (138,729 )   21,833     (1,260,370 )
       Recovery of future income taxes   -     (110,000 )   (896,000 )
Change in non-cash working capital items:                  
       Amounts receivable   (33,514 )   (23,483 )   (113,890 )
       Prepaid exploration costs and expenses   (35,534 )   (85,804 )   (183,777 )
       Accounts payable and accrued liabilities   (232,003 )   (160,385 )   4,411  
                   
    (1,313,041 )   (1,009,580 )   (6,115,441 )
                   
Investing activities                  
       Mineral exploration property costs   (88,707 )   (26,101 )   (8,274,555 )
       Deferred exploration expenditures   (849,077 )   (496,160 )   (10,289,041 )
       Purchase of short-term investments   -     -     (12,830,000 )
       Sale of short-term investments   -     -     12,840,000  
       Increase in bonding and other deposits   (345,264 )   -     (511,415 )
       Purchase of capital assets   (121,590 )   (73,222 )   (308,763 )
                   
    (1,404,638 )   (595,483 )   (19,373,774 )
                   
Financing activities                  
       Issuance of common shares and warrants for cash   -     -     42,173,318  
       Share issue costs   -     -     (2,207,592 )
       Proceeds from exercise of warrants, compensation                  
            options and stock options   614,931     2,430,650     17,758,315  
       Payment of New Frontiers obligation   -     -     (5,609,750 )
                   
    614,931     2,430,650     52,114,291  
                   
Net change in cash and cash equivalents   (2,102,748 )   825,587     26,625,076  
                   
Cash and cash equivalents - Beginning of period   28,727,824     824,897     -  
                   
Cash and cash equivalents - End of period   26,625,076     1,650,484     26,625,076  

The accompanying notes are an integral part of these consolidated interim financial statements.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

1. Nature of operations

Ur-Energy Inc. ( the "Company") is a development stage junior mining company engaged in the identification, acquisition, evaluation, exploration and development of uranium mineral properties in Canada and the United States. The Company has not determined whether the properties contain mineral reserves that are economically recoverable. The recoverability of amounts recorded for mineral exploration properties and deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these reserves and upon attaining future profitable production from the properties or sufficient proceeds from disposition of the properties.

2. Significant accounting policies

Basis of presentation

Ur-Energy Inc. was incorporated on March 22, 2004 under the laws of the Province of Ontario. The Company continued under the Canada Business Corporation Act on August 7, 2006. These financial statements have been prepared by management in accordance with accounting principles generally accepted in Canada and include all of the assets, liabilities and expenses of the Company and its wholly - owned subsidiaries Ur-Energy USA Inc., NFU Wyoming LLC, ISL Resources Corporation, ISL Wyoming Inc. and CBM-Energy Inc. All inter-company balances and transactions have been eliminated upon consolidation. Ur-Energy Inc. and its wholly-owned subsidiaries are collectively referred to herein as the “Company”.

These unaudited interim consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The accounting policies used in the preparation of the interim consolidated financial statements conform to those used in the Company’s annual financial statements and reflect all normal and recurring adjustments considered necessary to fairly state the results for the periods presented.

These unaudited interim consolidated financial statements do not conform in all respects to the requirements of generally accepted accounting principles for annual financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the most recent audited annual consolidated financial statements for the year ended December 31, 2006.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include investments which have a term to maturity at the time of purchase of ninety days or less and which are readily convertible into cash.

Short-term investments

Short-term investments include investments which have a term to maturity at the time of purchase in excess of ninety days. These investments are readily convertible into cash.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

Capital assets

Capital assets are initially recorded at cost and are then amortized using the declining balance method at the following annual rates: computers at 30%, software at 50%, office furniture at 20%, field vehicles at 30% and field equipment at 30%.

Mineral exploration property and deferred exploration expenditures

Acquisition costs of mineral exploration properties together with direct exploration and development expenditures are capitalized. The interest cost of debt directly attributable to the financing of mineral property acquisitions is capitalized during the exploration and development period. When production is attained, these costs will be amortized. If properties are abandoned, sold or considered to be impaired in value, the costs of the properties and related deferred expenditures will be written down to their estimated fair value at that time. Expenditures of a general reconnaissance nature are expensed to general exploration in the statement of operations and deficit.

Stock-based compensation

All stock-based payments made to employees and non-employees are accounted for in the financial statements. Compensation cost is measured at the grant date based on the fair value of the reward and compensation expense is recognized over the related service period. Compensation cost recorded related to contractor shares and stock options is charged to expense or is capitalized to deferred exploration expenditures when related to direct exploration activities.

Flow-through shares

The Company has financed a portion of its Canadian exploration and development activities through the issuance of flow-through shares. Under the terms of the flow - through share agreements, the tax benefits of the related expenditures are renounced to subscribers. To recognize the foregone tax benefits to the Company, the carrying value of the shares issued is reduced by the tax effect of the tax benefits renounced to subscribers. Recognition of the foregone tax benefit is recorded at the time of the renouncement provided there is reasonable assurance that the expenditures will be incurred.

Foreign currency translation

The functional currency of the Company is the Canadian dollar. Monetary assets and liabilities denominated in currencies other than the Canadian dollar are translated using the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect when the assets were acquired or obligations incurred. Expenses are translated at exchange rates in effect at the date the transaction is entered into. Translation gains or losses are included in the determination of income or loss in the statement of operations in the period in which they arise.

Income taxes

The Company accounts for income taxes under the asset and liability method that requires the recognition of future income tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities. The Company provides a valuation allowance on net future tax assets when it is more likely than not that such assets will not be realized.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

Loss per common share

Basic loss per common share is calculated based upon the weighted average number of common shares outstanding during the period. The diluted loss per common share, which is calculated using the treasury stock method, is equal to the basic loss per common share due to the anti-dilutive effect of stock options and share purchase warrants outstanding.

New accounting pronouncements

On January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 1530 Comprehensive Income, CICA Handbook Section 3855, Financial Instruments – Recognition and Measurement, CICA Handbook Section 3861, Financial Instruments – Disclosure and Presentation, and CICA Handbook Section 3865, Hedges. These new Handbook Sections provide comprehensive requirements for the recognition and measurement of financial instruments, hedge accounting and reporting and displaying comprehensive income. The adoption of these standards did not have a significant impact on these financial statements.

3. Bonding and other deposits

Bonding and other deposits include $106,860 (December 31, 2006 – $107,532) of reclamation bonds deposited with United States financial institutions as collateral to cover potential costs of reclamation related to properties. Once the reclamation is complete, the bonding deposits will be returned to the Company. As at March 31, 2007, bonding and other deposits also include $404,555 (US $350,000) on deposit with trade vendors.

4.  Capital assets

      March 31, 2007        
      (unaudited)     December 31, 2006  
            Accumulated     Net Book           Accumulated     Net Book  
      Cost     Amortization     Value     Cost     Amortization     Value  
    $    $    $    $    $    $   
                                       
  Computers   48,367     8,822     39,545     31,347     5,544     25,803  
  Software   12,264     1,100     11,164     531     175     356  
  Office furniture   54,965     8,816     46,149     36,806     6,346     30,460  
  Field vehicles   188,890     34,305     154,585     114,212     21,646     92,566  
  Field equipment   4,277     1,381     2,896     4,277     1,146     3,131  
                                       
      308,763     54,424     254,339     187,173     34,857     152,316  



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

5. Mineral exploration properties and deferred exploration expenditures

      Canada     USA     Total  
      Thelon     Hornby Bay     Bugs     Lost Creek/     Other Wyoming        
                        Lost Solder     & South Dakota        
    $    $    $    $    $    $   
  Mineral exploration properties:                                    
                                       
  Balance, December 31, 2005   225,351     33,149     -     23,615,291     3,101,272     26,975,063  
                                       
  Property acquisition costs   3,543     -     29,000     -     1,281,396     1,313,939  
  Property staking and claim costs   18,446     562     -     62,360     315,242     396,610  
  Interest capitalized   -     -     -     1,773,152     160,493     1,933,645  
  Triex Minerals Corp. option payment   -     (25,000 )   -     -     -     (25,000 )
  Energy Metals property swap   -     -     -     -     91,980     91,980  
  Write-off of mineral property costs   (33,832 )   -     -     -     -     (33,832 )
                                       
  Balance, December 31, 2006   213,508     8,711     29,000     25,450,803     4,950,383     30,652,405  
                                       
  Property staking and claim costs   -     -     -     23,543     65,164     88,707  
  Interest capitalized   -     -     -     407,951     36,925     444,876  
                                       
  Balance, March 31, 2007 (unaudited)   213,508     8,711     29,000     25,882,297     5,052,472     31,185,988  
                                       
  Deferred exploration expenditures:                                    
                                       
  Balance, December 31, 2005   1,815,255     409,051     -     1,887,878     3,071,508     7,183,692  
                                       
  Geology   395,409     11,620     4,455     1,904,086     262,290     2,577,860  
  Geophysical   437,335     300     28,133     31,378     -     497,146  
  Geochemistry   406,827     12,737     -     -     -     419,564  
  Permitting and environmental   334,078     -     -     1,098,124     128     1,432,330  
  Engineering hydrology   -     -     -     347,813     -     347,813  
  Reclamation   -     -     -     20,640     -     20,640  
  Project consulting   -     -     -     10,108     -     10,108  
  Report preparation   -     -     -     25,480     -     25,480  
  Drilling   240     -     -     1,006,087     -     1,006,327  
  Assaying   300     -     -     34,954     -     35,254  
  Surveying   -     -     -     -     8,334     8,334  
  Data acquisition and related costs   -     -     -     -     99,209     99,209  
  Energy Metals property swap   -     -     -     -     (91,980 )   (91,980 )
  Write-off of deferred exploration   (19,380 )   -     -     -     -     (19,380 )
                                       
  Balance, December 31, 2006   3,370,064     433,708     32,588     6,366,548     3,349,489     13,552,397  
                                       
  Geology   84,816     -     9,950     727,509     26,988     849,263  
  Geophysical   2,467     -     350     -     -     2,817  
  Geochemistry   18,542     -     -     -     -     18,542  
  Permitting and environmental   104,782     -     -     416,427     7,395     528,604  
  Engineering hydrology   -     -     -     178,320     -     178,320  
  Drilling   4,058     -     -     2,273     -     6,331  
  Assaying   -     -     -     9,452     -     9,452  
  Data acquisition and related costs   -     -     -     222     4,209     4,431  
  Land management costs   -     -     -     2,576     39,021     41,597  
                                       
  Balance, March 31, 2007 (unaudited)   3,584,729     433,708     42,888     7,703,327     3,427,102     15,191,754  



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

Thelon

The Company's Thelon Basin projects include Screech Lake, Eyeberry and Gravel Hill and are located in the Northwest Territories, Canada. As at December 31, 2006, the Company abandoned its Hanbury project in the Thelon Basin.

Hornby Bay

The Company's Hornby Bay projects in Nunavut, Canada include the Dismal Lake and Mountain Lake claim groups.

On July 31, 2006, the Company completed a definitive agreement with Triex Minerals Corporation (“Triex”) with respect to its Mountain Lake and West Dismal properties. Pursuant to the option agreement, Triex made a $25,000 cash payment upon execution of the agreement and spent $200,000 on exploration of the properties by September 22, 2006. In order to exercise the option, and obtain a 100% interest, Triex must incur a further $500,000 in exploration spending by September 30, 2007. The Company will retain a 5% net smelter return royalty interest in the properties with Triex having the right to purchase one-half of the royalty for $5,000,000.

Bugs

The Bugs property is located in the Kivalliq region of Nunavut.

On September 7, 2006, the Company entered into an option agreement to acquire the Bugs property in Nunavut, Canada. The Company can earn a 100% interest in the property by issuing a total of 85,000 common shares to the vendor over a two year period. Upon signing, 10,000 common shares were issued to obtain an initial 12% interest in the property. These common shares were valued at $29,000. On the first anniversary of the agreement 25,000 common shares are issuable for an additional 30% interest and on the second anniversary 50,000 common shares are issuable for a 58% interest. The vendor retains a 2% net smelter royalty which is subject to a buyout of 1% for $1.0 million.

United States - Wyoming & South Dakota

On February 3, 2005, the Company entered into a letter of intent with Dalco Inc. (the “Dalco LOI”). Under the terms of the Dalco LOI, the Company had an option to acquire certain patented and unpatented claims and land records for the property located in Wyoming, USA together with exploration records, drill log files and related data (collectively the “Radon Springs Property”). The Company paid Dalco US$25,000 upon signing the Dalco LOI and the Company issued 25,000 common shares to Dalco in order to acquire a 25% interest in the Radon Springs Property. These common shares were issued on June 3, 2005.

On July 20, 2005, the Company concluded a definitive agreement with Dalco (the “Dalco Agreement”). Under the terms of the Dalco Agreement, the Company increased its interest in the Radon Springs Property to 50% by providing an additional US $50,000 and 50,000 common shares during November 2005. During November 2006, the Company increased its interest to 75% by providing an additional US $100,000 and 100,000 common shares. The Company has the right to acquire the remaining 25% interest, for a 100% interest, by providing an additional US $150,000 and 150,000 common shares on or before December 3, 2007, subject to Dalco retaining a production royalty of 3% on the total gross proceeds received by the Company on the sale of U3O8 (“Yellowcake”) extracted from uranium ores from the Radon Springs Property. The Company has the exclusive right to manage and operate the Radon Springs Property and is responsible for 100% of the exploration and development expenditures on the project.

On March 6, 2005, the Company entered into a letter of intent with New Frontiers Uranium LLC, a Colorado limited liability company (the “New Frontiers LOI”). Under the terms of the New Frontiers LOI, the Company was entitled to acquire certain Wyoming USA properties, subject to satisfactory completion of due diligence within 90 days after March 11, 2005. The Company completed due diligence requirements during June of 2005 and entered into definitive agreements effective June 30, 2005 (the “New Frontiers Agreements”).



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

On June 30, 2005, under the terms of the New Frontiers Agreements, the Company acquired a 100% interest in NFU Wyoming LLC which holds the majority of the Company's Wyoming properties, including the Lost Creek and Lost Soldier projects, for total consideration of $24,515,832 (US $20,000,000) (see note 7). The Company has capitalized a total of $3,449,265 of interest cost related to the New Frontiers obligation to the cost of the acquired properties. Interest capitalized during the three months ended March 31, 2007 was $ 444,876.

On April 6, 2006, the Company announced it had entered into an agreement with Energy Metals Corporation (“Energy Metals”) to complete a land swap enabling the Company and Energy Metals to consolidate their respective land positions in specific project areas of Wyoming. The Company traded its Shamrock and Chalk Hills projects to Energy Metals for their holdings in the Bootheel project area. Pursuant to the agreement, the Company received Energy Metals’ unpatented mining claims known as the TD group in Albany County, Wyoming. Energy Metals received the Company’s unpatented “F” mining claims located in the southern Great Divide Basin in Carbon and Sweetwater Counties, Wyoming along with the unpatented “Rita” mining claims located in the Shirley Basin in Carbon County, Wyoming. Under the terms of the agreement, Energy Metals and the Company have granted one another a 1/2% royalty on future production of uranium from the properties. The fair value of these properties is not reliably determinable; therefore, the accumulated historical costs of the Shamrock and Chalk Hills projects have been recorded as the accounting basis of the Bootheel property received. Historic property costs related to the Shamrock and Chalk Hills projects was $332,090 and deferred exploration costs with respect to the projects was $91,980.

On June 16, 2006, the Company entered into a data purchase agreement related to the Bootheel project area. The Company paid $99,209 (US $90,000) related to the acquisition of this data. The data acquired relates to historical drill hole geophysical logs, lithologic logs, drill hole maps and geologic cross sections. Under the terms of the agreement, the Company will provide the seller with a 1% royalty on future uranium and associated minerals produced from the property.

On June 19, 2006, the Company completed an acquisition of claim groups in the Great Divide Basin of Wyoming, consisting of certain unpatented mining claims in four claim blocks. The Company purchased the properties for an aggregate consideration of 250,000 common shares of the Company. Additionally, on September 29, 2006, the Company acquired additional unpatented mining claims relating to one of these claim blocks for cash consideration of US $41,000. Under the terms of the agreements, the Company will provide the seller with a 2% royalty on future uranium production from the acquired properties and from a one-mile area of interest surrounding the properties.

During October 2006, the Company acquired certain State of South Dakota Mineral Leases in Harding County, northwest South Dakota for cash consideration of $158,431.

6. Capital stock

Authorized

The Company is authorized to issue an unlimited number of common shares and an unlimited number of Class A preference shares with the rights, privileges and restrictions as determined by the Board of Directors at the time of issuance.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

  Issued                        
      Common     Amount     Warrants     Amount  
      Shares                    
      #   $      #   $   
                           
  Balance, December 31, 2005   47,204,040     22,243,625     13,090,560     2,431,702  
                           
  Common shares issued for cash, net                        
       of issue costs   9,204,727     20,062,699     -     -  
  Exercise of warrants   13,483,134     13,701,383     (13,483,134 )   (2,546,458 )
  Expired warrants   -     -     (32,800 )   (4,350 )
  Exercise of compensation options   1,337,904     1,975,223     588,250     164,710  
  Exercise of stock options   106,500     206,152     -     -  
  Common shares issued for properties   360,000     990,000     -     -  
  Common shares issued for services   1,778,747     1,303,824     -     -  
  Tax effect of flow-through shares   -     (1,246,500 )   -     -  
                           
  Balance, December 31, 2006   73,475,052     59,236,406     162,876     45,604  
                           
  Exercise of warrants   156,209     229,154     (156,209 )   (43,737 )
  Expired warrants   -     -     (6,667 )   (1,867 )
  Exercise of compensation options   54,613     104,992     -     -  
  Exercise of stock options   289,000     554,880     -     -  
                           
  Balance, March 31, 2007 (unaudited)   73,974,874     60,125,432     -     -  

No Class A preference shares have been issued.

2006 issuances

On December 14, 2006, the Company completed a private placement of 500,000 flow-through common shares at a purchase price of $5.00 per share for gross proceeds of $2,500,000.

On August 30, 2006, the Company completed a bought deal financing with a syndicate of underwriters led by GMP Securities LP and including Dundee Securities Corp. and Raymond James Ltd. The bought deal financing resulted in the issuance of a total of 8,522,727 common shares of the Company at a purchase price of $2.20 per common share for gross proceeds of $18,750,000. These total figures include the underwriters' over-allotment option for 1,022,727 common shares which was exercised in full on August 30, 2006.

On August 2, 2006, the Company completed a private placement of 182,000 flow-through common shares at a purchase price of $2.75 per share for gross proceeds of $500,500.

During the year ended December 31, 2006, a total of 13,483,134 common shares were issued pursuant to the exercise of warrants, a total of 1,337,904 common shares were issued pursuant to the exercise of compensation options and 106,500 common shares were issued upon the exercise of stock options.

On June 19, 2006, the Company completed an acquisition of claim groups in the Great Divide Basin of Wyoming. The Company purchased the properties for an aggregate consideration of 250,000 common shares which were valued at $515,000.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

On September 7, 2006, the Company entered into an option agreement to acquire the Bugs property in Nunuvat, Canada. The Company can earn a 100% interest in the property by issuing a total of 85,000 common shares to the vendor over a two year period. Upon signing, 10,000 common shares were issuable. These common shares were valued at $29,000.

In November 2006, the Company issued 100,000 common shares pursuant to the terms of the Dalco Agreement in connection with the Company's Radon Springs Project in Wyoming. These common shares were valued at $446,000.

A total of 1,778,747 common shares were issued for services to directors, officers and contractors of the Company.

During the year ended December 31, 2006, the Company renounced flow-through share tax benefits relating to the entire total of $3,461,750 raised through the issuance of flow-through common shares. The tax effect of $1,246,500 has been recorded as a reduction of capital stock during the year.

Director, officer and contractor shares for service

The Company had approved the potential issuance of a total of 2,760,000 common shares to directors, officers and contractors of the Company to compensate for services provided to the Company under various service contracts. Vesting of the balance of 613,679 common shares issuable under these service contracts was accelerated during September of 2006. Including this final balance of contractor shares recorded during the third quarter of 2006, the Company recorded a total of 1,478,747 common shares valued at $736,824 with respect to these service contracts during the year ended December 31, 2006. Of that total, $590,354 was charged to stock based compensation expense and $146,470 was capitalized as deferred exploration expenditures.

On May 24, 2006, the Company issued a total of 300,000 common shares for service to the President and Chief Executive Officer of the Company as a performance bonus. The issuance of these common shares was approved by the Company's shareholders on May 17, 2006. These common shares were fully vested upon issuance and were valued at $567,000. These common shares were recorded as a stock based compensation expense in general and administrative expense.

Warrants

As at March 31, 2007, the Company had a total of nil (December 31, 2006 – 162,876) common share warrants outstanding.

The fair value of warrants issued has been estimated using the Black-Scholes option pricing model and this value has been presented as a separate component of shareholders' equity. As at December 31, 2006, the remaining value allocated to outstanding warrants was $45,604 . The assumptions used for the valuation of warrants are as follows: dividend yield of nil, expected volatility 100%, risk-free interest rate 4% and an expected life of the warrants of two years.

Compensation options and compensation option warrants

The Company has provided compensation options to agents who refer investors to the Company. Compensation options are exercisable into equity instruments having the same attributes as those purchased by the referred investor. As at March 31, 2007, the Company had outstanding a total of 55,733 (December 31, 2006 – 110,346) compensation options exercisable at $1.25 per share until November 29, 2007.

The fair value of compensation options issued has been estimated using the Black-Scholes option pricing model and this value has been presented as contributed surplus within shareholders' equity and recorded as a share issue cost. As at March 31, 2007 the balance allocated to compensation options is $ 37,481 (December 31, 2006 – $74,208). The assumptions used for the valuation of compensation options are as follows: dividend yield of nil, expected volatility 100%, risk-free interest rate of 4% and an expected life of the options of one to two years.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

Stock options

On November 17, 2005, the Company’s Board of Directors approved an initial grant of 4,375,000 options pursuant to the Company's stock option plan (the “Plan”) to directors, officers and consultants of the Company. Initial options granted are exercisable at $1.25 per share, the initial public offering price of the Company’s common shares. These options have a five year life and expire on November 17, 2010. These stock options were determined to have a fair value at grant of $0.67 per share. Under the terms of the Company’s Plan, options generally vest with Plan participants as follows: 10% at the date of grant; 22% four and one-half months after grant; 22% nine months after grant; 22% thirteen and one-half months after grant; and, the balance of 24% eighteen months after the date of grant.

On March 24, 2006, the Company granted 75,000 stock options exercisable at $2.01 per share. These stock options expire March 25, 2011 and vest over 18 months as described above. These stock options were determined to have a fair value at grant of $1.08 per share. On April 21, 2006, the Company granted 1,525,000 stock options exercisable at $2.35. These stock options expire April 21, 2011 and vest over 18 months as described above. These stock options were determined to have a fair value at grant of $1.27 per share. On September 26, 2006, the Company granted 435,000 stock options exercisable at $2.75. These stock options expire September 26, 2011 and vest over 18 months as described above. These stock options were determined to have a fair value at grant of $1.48 per share.

On January 12, 2006, in connection with the resignation of the Company’s former Chairman and CEO, a total of 750,000 options were forfeit. Additionally, during the year ended December 31, 2006, a total of 147,500 stock options were forfeit.

On January 3, 2007, the Company granted 200,000 stock options to a new director of the Company. These stock options are exercisable at $4.08 per share and expire January 1, 2012. These stock options were determined to have a fair value at grant of $2.20 per share. On February 19, 2007, the Company granted 600,000 stock options to a new Vice President, Mining. These stock options are exercisable at $5.03 per share and expire February 15, 2012. These stock options were determined to have a fair value at grant of $2.71 per share.

Activity with respect to stock options is summarized as follows:

            Weighted-        
            average        
            exercise price        
      Number   $      Expiry  
                     
                     
  Outstanding, December 31, 2005   4,375,000     1.25     November 17, 2010  
                     
  Forfeited   (897,500 )   1.25     November 17, 2010  
  Exercised   (106,500 )   1.25     November 17, 2010  
  Granted on March 24, 2006   75,000     2.01     March 25, 2011  
  Granted on April 21, 2006   1,525,000     2.35     April 21, 2011  
  Granted on September 26, 2006   435,000     2.75     September 26, 2011  
                     
  Outstanding, December 31, 2006   5,406,000     1.69     November 17, 2010 to  
                  September 26, 2011  
                     
  Exercised   (289,000 )   1.25     November 17, 2010  
  Granted on January 3, 2007   200,000     4.08     January 1, 2012  
  Granted on February 19, 2007   600,000     5.03     February 15,2012  
                     
  Outstanding, March 31, 2007 (unaudited)   5,917,000     2.13     November 17, 2010 to  
                  February 15, 2012  



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

As at March 31, 2007 outstanding stock options are as follows:

      Options outstanding     Options exercisable        
            Weighted-           Weighted-        
            average           average        
  Exercise         remaining           remaining        
  price   Number of     contractual     Number of     contractual        
  $   options     life (years)     options     life (years)     Expiry  
                                 
  1.25   3,082,000     3.6     2,282,800     3.6     November 17, 2010  
  2.01   75,000     4.0     40,500     4.0     March 25, 2011  
  2.35   1,525,000     4.1     835,000     4.1     April 21, 2011  
  2.75   435,000     4.4     139,200     4.4     September 26,2011  
  4.08   200,000     4.8     20,000     4.8     January 1, 2012  
  5.03   600,000     4.8     60,000     4.8     February 15,2012  
                                 
      5,917,000     4.0     3,377,500     3.8        

As at March 31, 2007, a total of 5,917,000 (December 31, 2007 - 5,406,000) stock options were outstanding with 3,377,500 (December 31, 2006 - 2,365,200) options being vested with Plan participants. During the three month period ended March 31, 2007, the Company recorded a total of $ 1,130,356 related to stock option compensation. Of that total, $ 595,076 was charged to stock based compensation expense and $535,280 was capitalized as deferred exploration expenditures. This amount is included in shareholders’ equity as contributed surplus and is recorded as an expense or as deferred exploration expenditures. This value was determined using the Black-Scholes option pricing model with the following assumptions:

    2007 2006
       
  Expected volatility 67% 67% - 72%
  Expected option life (in years) 4.0 3.5 - 4.0
  Risk-free interest rate 4.25% 3.96% - 4.17%
  Expected dividend yield 0% 0%

Contributed surplus

Amounts recorded as contributed surplus in shareholders' equity relate primarily to the fair value of compensation options and to the fair value of stock options. Activity with respect to contributed surplus is summarized as follows:

    $   
  Balance, December 31, 2005   1,093,086  
         
  Exercise of compensation options   (694,436 )
  Stock option charges   2,348,163  
  Exercise of stock options   (72,822 )
  Expired warrants   4,350  
         
  Balance, December 31, 2006   2,678,341  
         
  Exercise of compensation options   (36,727 )
  Stock option charges   1,130,356  
  Exercise of stock options   (193,631 )
  Expired warrants   1,867  
         
  Balance, March 31, 2007 (unaudited)   3,580,206  



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

7. New Frontiers obligation / Acquisition of NFU Wyoming LLC

On June 30, 2005, under the terms of the New Frontiers Agreements, the Company acquired a 100% interest in NFU Wyoming LLC, a newly formed Wyoming limited liability corporation, holding certain Wyoming properties for total consideration of US $20,000,000. The balance of the purchase price of US$15,000,000 was payable by way of a promissory note. The Company has pledged its entire interest in NFU Wyoming LLC as collateral for amounts due under the promissory note. As at March 31, 2007 and December 31, 2006, the New Frontiers obligation is as follows:

      March 31, 2007              
      (unaudited)     December 31, 2006  
      Canadian     US     Canadian     US  
    $    $    $    $   
                           
  New Frontiers obligation - principal   11,558,700     10,000,000     11,663,800     10,000,000  
  New Frontiers obligation - accrued interest   3,460,942     2,994,229     3,049,695     2,614,666  
                           
      15,019,642     12,994,229     14,713,495     12,614,666  
                           
  Less: current portion   (5,779,350 )   (5,000,000 )   (5,831,900 )   (5,000,000 )
                           
      9,240,292     7,994,229     8,881,595     7,614,666  

The Company paid the first anniversary installment of US $5,000,000 on June 28, 2006. Principal and interest installments of US $5,000,000 are due on the second and third anniversaries of the closing date followed by a final payment consisting of all remaining principal and interest falling due on the fourth anniversary of the closing date. The Company can prepay the balance due and avoid or reduce interest charges. If the New Frontiers obligation remains outstanding to maturity total aggregate payments of principal and interest will be US $20,000,000. Potential payments are summarized as follows:

            Full           Minimum  
      Interest     prepayment     Scheduled     payment  
      charge     amount     payment     required  
  Prepayment date   US $     US $     date     US $  
                           
  On or after June 30, 2006 but                        
  before June 30, 2007   1,250,000     11,250,000     June 30, 2007     5,000,000  
  On or after June 30, 2007 but                        
  before June 30, 2008   1,250,000     7,500,000     June 30, 2008     5,000,000  
  On or after June 30, 2008 up                        
  until June 30, 2009   2,500,000     5,000,000     June 30, 2009     5,000,000  
                           
      5,000,000                 15,000,000  

The purchase price of $24,515,832 was allocated entirely to mineral exploration property assets in Wyoming. Interest on the New Frontiers obligation is recorded utilizing the effective rate method. Under the effective rate method, interest charges are recorded over the term of the obligation that are sufficient to accrete the face value of the original principal to the balance due, including interest, at maturity. The effective interest rate is 12.04% . Accrued interest accumulated from acquisition to March 31, 2007 totaling $3,449,265 (US $2,994,229) has been capitalized to Wyoming mineral property assets.



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

8. Related party transactions

On May 24, 2005, the Company announced it had entered into a letter of intent with Patrician Diamonds Inc., a TSX Venture Exchange listed company that is a related company. At the time of entering into the transaction, each of the directors and officers of Patrician also acted as directors and officers of the Company. On February 24, 2006, the Company and Patrician mutually agreed to cancel this arrangement.

These transactions have taken place at the exchange amount which is the amount agreed to by each respective party.

9. Commitments

Under the terms of an operating lease for premises in Littleton, Colorado the Company is commited to minimum annual lease payments as follows:

                                                                      $   
  Period ending December 31,   2007     81,900  
      2008     9,100  
      Thereafter     -  
               
            91,000  

10. Financial instruments

The Company's financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, and the New Frontiers obligation. Except for the New Frontiers obligation, it is management's opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments. The fair value of these financial instruments, except for the New Frontiers obligation, approximates their carrying value due to their short-term maturity or capacity of prompt liquidation.

The New Frontiers obligation is denominated in United States dollars. The Company is exposed to foreign exchange risk on this liability. The Company has not entered into any foreign exchange contract to mitigate this risk. As at March 31, 2007, management believes that the fair value of the New Frontiers obligation approximates its carrying value as the liability is recorded at the present value of its fixed future cash payments utilizing the effective rate method.

11. Segmented information

The Company’s operations comprise one reportable segment being the exploration and development of uranium resource properties. The Company operates in Canada and the United States. Capital assets segmented by geographic area are as follows:

      March 31, 2007(unaudited)  
      Canada     United States     Total  
    $    $    $   
                     
  Capital assets   12,684     241,655     254,339  
  Mineral exploration properties   251,219     30,934,769     31,185,988  
  Deferred exploration expenditures   4,061,325     11,130,429     15,191,754  

      December 31, 2006  
      Canada     United States     Total  
    $    $    $   
                     
  Capital assets   11,258     141,058     152,316  
  Mineral exploration properties   251,219     30,401,186     30,652,405  
  Deferred exploration expenditures   3,836,360     9,716,037     13,552,397  



Ur-Energy Inc.
(a Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
March 31, 2007

(expressed in Canadian dollars)

12. Bought deal financing

During April 2007, the Company announced a bought deal financing entered into with a syndicate of underwriters who agreed to purchase, on a bought deal basis, 15,158,000 common shares of the Company at a price of $4.75 per share for gross proceeds of $72,000,500. The underwriters were granted an over-allotment option, exercisable for 30 days following the closing of the offering to purchase an additional 2,273,000 common shares at $4.75 per share.

On May 1, 2007, the Company filed a final short form prospectus with the securities commissions in British Columbia, Alberta, Manitoba and Ontario relating to this bought deal financing. This bought deal financing closed on May 10, 2007. The underwriters exercised in full the over-allotment option at closing. In total, the Company issued 17,431,000 common shares for gross proceeds of $82,797,250.