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SEC Comment Letter for UR-ENERGY INC (URG) (CIK 0001375205) (URG) — Sep 3, 2014

UR-ENERGY INC (URG) (CIK 0001375205)
Date: Sept. 3, 2014 · CIK: 0001375205 · Accession: 0000000000-14-044239

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
September 3, 2014
Author
/s/ James Lopez (for)
Form
UPLOAD
Company
UR-ENERGY INC (URG) (CIK 0001375205)

Letter

September 3, 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 August 19, 2014 File No. 333 -198232

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.

Incorporation of Certain Information by Reference, page 5

1. Please revise to incorporate by reference your Form 10 -Q for the period ended March 31, 2014 and filed on April 30, 2014. See Item 12(a)(2) of Form S -3.

Signatures, page 49

2. Please revise to include the signature of your controller or principal accounting officer. See Instruction 1 to Signatures of Form S -3.

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 1933 and all applicable Securities Act rules require. Since the company and its management are in

Penne A. Goplerud Ur-Energy Inc. September 3, 2014 Page 2

possession of all facts relating to a company’s disclosure, they are responsible for the accur acy 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 Commission from taking any action with respect to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy 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.

Please refer to Rules 460 and 461 regarding reques ts 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 us to review any amendment prior to the requested effective date of the registration statement.

Please contact Ronald E. Alper at (202) 551 -3329 or James Lopez , at (202) 551 - 3536 with any questions.

Sincerely,
/s/ James Lopez (for)

Show Raw Text
September 3, 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 August 19, 2014
  File No. 333 -198232

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.

Incorporation of Certain Information by Reference, page 5

1. Please revise to incorporate by reference your Form 10 -Q for the period ended March 31,
2014 and filed on April 30, 2014.  See Item 12(a)(2) of Form S -3.

Signatures, page 49

2. Please revise to include the signature of your controller or principal accounting officer.
See Instruction 1 to Signatures of Form S -3.

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 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Penne A. Goplerud
Ur-Energy Inc.
September 3, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accur acy
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 Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy 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.

Please refer to Rules 460 and 461 regarding reques ts 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 us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Ronald E. Alper at (202) 551 -3329 or James Lopez , at (202) 551 - 3536
with any questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director

cc: Brian Boonstra, Esq.
      Davis Graham & Stubbs LLP