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
AI Filing Summary & Sentiment
File numbers found in text: 333-193316
Referenced dates: January 24, 2014
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