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SEC Company Response from UR-ENERGY INC (URG) (CIK 0001375205) (URG) — Mar 4, 2014

UR-ENERGY INC (URG) (CIK 0001375205)
Date: March 4, 2014 · CIK: 0001375205 · Accession: 0001144204-14-013320

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File numbers found in text: 333-193316

Referenced dates: January 24, 2014

Date
March 4, 2014
Author
/s/ Penne A. Goplerud
Form
CORRESP
Company
UR-ENERGY INC (URG) (CIK 0001375205)

Letter

VIA EDGAR and FED EX Division of Corporate Finance Washington, D.C. 20549 Re: UR-Energy, Inc. (the “Company”) Registration Statement on Form S-3 Filed January 10, 2014 File No. 333-193316

Dear Mr. Reynolds:

The Company is in receipt of the comment letter dated January 24, 2014 (the “Comment Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in respect of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). In connection therewith, the Company has amended the Registration Statement (the “Amended Registration Statement”) in response to the Comment Letter.

The Company submits this letter in response to the Comment Letter. For ease of reference, the text of each of the Staff’s comments is reproduced in bold-face type below, followed by the Company’s responses. For the Staff’s convenience, we have included with this letter a “clean” copy of the Amended Registration Statement filed with the Commission on March 4, 2014, and a “redlined” copy of the Amended Registration Statement showing all changes to the filing since the filing of the Registration Statement with hand marks showing which changes correspond to which of the Staff’s comments in the Comment Letter.

General

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

Response: The Company has revised the disclosure as requested. Please see the prospectus cover and page 6 of the Amended Registration Statement.

TSX: URE | NYSE MKT: URG

www.ur-energy.com

Undertakings, page 21

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

Response: The Company has revised the disclosure as requested. Please see page 16 of the Amended Registration Statement.

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 Signatures on Form S-3.

Response: The Company has revised as requested. Please see the signature page to the Amended Registration Statement.

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.

Response: The Company has filed its auditor consent and TREC, Inc. expert consent as requested. Please see Exhibits 23.1 and 23.2 to the Amended Registration Statement.

Registrant’s Closing Comments

We acknowledge a) that we are responsible for the adequacy and accuracy of the disclosure in the filing, b) that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, and c) that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We have endeavored to provide you with everything requested. Should you find that we have omitted information or should you have additional questions or comments, please contact the undersigned at (303) 269-7705.

Sincerely,
/s/ Penne A. Goplerud

Show Raw Text
CORRESP
1
filename1.htm

    Colorado
    Office

    Wyoming
    Office

    10758 W. Centennial Rd., Ste. 200
    5880 Enterprise Dr., Ste. 200

    Littleton, CO  80127
    Casper, WY  82609

    Tel:  (866) 981-4588
    Tel:  (307) 265-2373

    Fax:  (720) 981-5643
    Fax:  (307) 265-2801

March 4, 2014

VIA EDGAR and FED EX

John Reynolds

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: UR-Energy,
                                         Inc. (the “Company”)
Registration
                                         Statement on Form S-3

Filed
January 10, 2014

File
No. 333-193316

Dear Mr. Reynolds:

The
Company is in receipt of the comment letter dated January 24, 2014 (the “Comment Letter”) from the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
in respect of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). In connection
therewith, the Company has amended the Registration Statement (the “Amended Registration Statement”) in response
to the Comment Letter.

The
Company submits this letter in response to the Comment Letter. For ease of reference, the text of each of the Staff’s comments
is reproduced in bold-face type below, followed by the Company’s responses. For the Staff’s convenience, we have included
with this letter a “clean” copy of the Amended Registration Statement filed with the Commission on March 4, 2014,
and a “redlined” copy of the Amended Registration Statement showing all changes to the filing since the filing of
the Registration Statement with hand marks showing which changes correspond to which of the Staff’s comments in the Comment
Letter.

General

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

Response: The Company
has revised the disclosure as requested. Please see the prospectus cover and page 6 of the Amended Registration Statement.

TSX:
URE | NYSE MKT: URG

www.ur-energy.com

Undertakings, page 21

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

Response: The Company
has revised the disclosure as requested. Please see page 16 of the Amended Registration Statement.

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 Signatures on Form S-3.

Response: The Company
has revised as requested. Please see the signature page to the Amended Registration Statement.

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.

Response: The Company
has filed its auditor consent and TREC, Inc. expert consent as requested. Please see Exhibits 23.1 and 23.2 to the Amended Registration
Statement.

Registrant’s Closing Comments

We
acknowledge a) that we are responsible for the adequacy and accuracy of the disclosure in the filing, b) that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, and c) that we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

We
have endeavored to provide you with everything requested. Should you find that we have omitted information or should you have
additional questions or comments, please contact the undersigned at (303) 269-7705.

    Sincerely,

    /s/ Penne A. Goplerud

    Penne A. Goplerud

    General Counsel and Corporate Secretary

 cc: Erin Wilson, U.S. Securities and Exchange
                                         Commission

                                         Pamela Howell, U.S. Securities and Exchange Commission

                                         Brian Boonstra, Davis Graham & Stubbs LLP

Enclosures