SecProbe.io

January 24, 2014

Via E -mail
Penne A. Goplerud
General Counsel and Corporate Secretary
UR-Energy, Inc.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127

Re: UR-Energy, Inc.
  Registration Statement on Form S-3
Filed  January 10, 2014
  File No.  333-193316

Dear Ms. Goplerud :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please revise to describe the initial transactions by which the selling shareholders
acquired the shares they are offering for resale.

Undertakings, page 21

2. It is unclear why you do not include the undertaki ng set forth in Item 512(a)(5)(ii) of
Regulation S -K.  Please revise or advise us why such undertaking is not required.

Penne A. Goplerud
UR-Energy, Inc.
January 24, 2014
Page 2

 Signatures

3. We note your registration statement has been signed by your chief executive and
financial officers.  Please ensure that your next amendment is also signed  by either your
Controller or Principal Accounting Officer in accordance with Instruction 1 to Signatu res
on Form S -3.

Exhibits

4. We note that you have not yet filed your auditor consent or your TREC, Inc. expert
consent.  Please file these exhibits in accordance with Item 601(b)(23) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and acc uracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Penne A. Goplerud
UR-Energy, Inc.
January 24, 2014
Page 3

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware  of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for u s to review any amendment prior to the requested effective date of the
registration statement.

You may contact Erin Wilson at (202) 551 -6047  or Pamela Howell at (202) 551 -3357
with any other questions.

Sincerely,

 /s/ Pamela Howell
 for

 John Reynolds
Assistant Director