SecProbe.io

CORRESP
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filename1.htm

    form20fa.htm

Colorado Office

10758 W. Centennial Rd., Ste. 200

Littleton, CO  80127

Tel:  (866) 981-4588

Fax:  (720) 981-5643

Wyoming Office

5880 Enterprise Dr., Ste. 200

Casper, WY  82609

Tel:  (307) 265-2373

Fax:  (307) 265-2801

December 17, 2010

H. Roger Schwall, Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4628

Washington, D.C. 20549-4628

Re:

Ur-Energy Inc. Form 20-F for the Fiscal Year Ended December 31, 2009

Filed March 12, 2010

(File No. 1-33905)

Dear Sir:

Ur-Energy Inc. (“Corporation”) is in receipt of the United States Securities and Exchange Commission (“SEC”) follow-up correspondence, dated November 26, 2010 (“SEC 11.26.10 Reply”), in regards to the comment letter from the SEC staff (“Staff”), dated August 9, 2010 (“SEC Letter”), regarding the Corporation’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009 (“2009 Form 20-F”) filed with the SEC on March 12, 2010.  For convenience, the comments in the SEC 11.26.10 Reply are reproduced below, together with the Corporation’s responses to each of the comments.

Engineering Comments

General

 Comment 1.  We note your response to our previous comment number 1, stating you propose to revise your disclosure on a prospective basis.  We believe you should proceed with filing an amendment to your Form 20-F, incorporating appropriate revisions responding to all comments raised.

Response to Comment 1.

The Corporation has provided a blackline Form 20-F/A with this response letter with all the requested revisions from the SEC comment letters for review by the SEC prior to the formal filing of the Corporation’s Form 20-F/A on EDGAR.

Comment 2. We note your response to our previous comment number 2.  In addition we note you state you will disclose the quantity and grade where contained pounds are referenced.  Additionally, please disclose the tons and grade associated with your 24 to 28 million pound exploration target.

H. Roger Schwall

Assistant Director, SEC

December 17, 2010

Page 2

Response to Comment 2.

The requested disclosure has been included in the Corporation’s Form 20-F/A.

Comment 3.  We note your response to our previous comment number 3, stating Lyntek can only use an indicated mineral resource because there is insufficient delineation of the project for economic consideration.  Please revise your disclosure on page 14 of your 20-F which states the preliminary assessment report can only use mineral indicated resources which are considered too speculative geologically to have economic considerations applied to them.  In addition, please revise your technical report which contains similar language.

Response to Comment 3.

The requested disclosure and revisions have been included in the Corporation’s Form 20F/A.

In connection with this response to the SEC, the Corporation acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing; and further acknowledges that Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filing; and, further acknowledges that the Corporation may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Please contact me if you wish to discuss any of the foregoing responses.  I may be reached at 303-269-7703.

Sincerely,

Ur-Energy Inc.

By:   /s/Roger L. Smith

Roger L. Smith

Chief Financial Officer

c:           Thomas Rose, Troutman Sanders LLP

Virginia Schweitzer, Fasken Martineau DuMoulin LLP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM 20-F/A

 Amendment No. 1

(Mark One)

¨

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

T

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report...................

For the transition period from ___________________________ to _______________________

Commission file number    001-33905

UR-ENERGY INC.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Canada

(Jurisdiction of incorporation or organization)

10758 W. Centennial Road, Suite 200, Littleton, Colorado 80127

(Address of principal executive offices)

Roger Smith, 720-981-4588, roger.smith@ur-energyusa.com, 10758 W. Centennial Road, Suite 200, Littleton, Colorado 80127

(Name, Telephone, E-mail and/or Facsimile number and Address of Corporation Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered

Common Shares, no par value

NYSE Amex

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

93,940,568

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨  Yes             T  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

¨  Yes             T  No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

T  Yes             ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨  Yes             ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Securities Exchange Act of 1934. (Check One):

Large accelerated filer ¨             Accelerated filer ¨            Non-accelerated filer T

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ¨

International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨

Other T

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

T  Item 17            ¨  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

¨  Yes            T  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

¨  Yes             ¨  No

TABLE OF CONTENTS

PART I

1

Introduction

1

Forward-Looking Information

1

Cautionary Note to U.S. Investors – Resource and Reserve Estimates

2

Metric/Imperial Conversion Table

2

Item 1.

Identity of Directors, Senior Management and Advisers.

2

Item 2.

Offer Statistics and Expected Timetable.

3

Item 3.

Key Information.

3

A.

Selected financial data.

3

Currency and Exchange Rates

4

B.

Capitalization and indebtedness.

4

C.

Reasons for the offer and use of proceeds.

4

D.

Risk factors.

4

Item 4.

Information on the Corporation.

9

A.

History and development of the Corporation.

9

B.

Business overview.

12

C.

Organizational structure.

21

D.

Property, plants and equipment.

22

Item 4A.

Unresolved Staff Comments.

25

Item 5.

Operating and Financial Review and Prospects.

25

A.

Operating results.

25

B.

Liquidity and capital resources.

39

C.

Research and development, patents and licenses, etc.

47

D.

Trend information.

47

E.

Tabular disclosure of contractual obligations.

47

Item 6.

Directors, Senior Management and Employees.

48

A.

Directors and senior management.

48

B.

Compensation.

51

C.

Board practices.

55

D.

Employees.

57

E.

Share ownership.

58

Item 7.

Major Shareholders and Related Party Transactions.

59

A.

Major shareholders.

59

B.

Related party transactions.

59

C.

Interests of experts and counsel.

59

Item 8.

Financial Information.

60

Item 9.

The Offer and Listing.

60

A.

Offer and listing details.

60

B.

Plan of distribution.

61

C.

Markets.

61

D.

Selling shareholders.

61

E.

Dilution.

61

F.

Expenses of the issue.

62

Item 10.

Additional Information.

62

A.

Share capital.

62

B.

Memorandum and articles of association.

62

C.

Material contracts.

64

D.

Exchange controls.

64

E.

Taxation.

65

F.

Dividends and paying agents.

69

G.

Statement by experts.

69

Table of Contents

H.

Documents on display.

69

I.

Subsidiary Information.

70

Item 11.

Quantitative and Qualitative Disclosures About Market Risk.

70

Item 12.

Description of Securities Other than Equity Securities.

70

PART II

70

Item 13.

Defaults, Dividend Arrearages and Delinquencies.

70

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds.

70

Item 15.

Controls and Procedures.

70

Item 15T.

Controls and Procedures.

71

Item 16.

[Reserved]

71

Item 16A.

Audit Committee Financial Expert.

71

Item 16B.

Code of Ethics.

72

Item 16C.

Principal Accountant Fees and Services.

72

Item 16D.

Exemptions from the Listing Standards for Audit Committees.

72

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

72

Item 16F.

Change in Registrant’s Certifying Accountant.

73

Item 16G.

Corporate Governance.

73

PART III

73

Item 17.

Financial Statements.

73

A.

Consolidated Statements and Other Financial Information

73

B.

Significant Changes

95

Item 18.

Financial Statements.

95

Item 19.

Exhibits.

95

EXHIBIT INDEX

97

Table of Contents

PART I

 This Amendment No. 1 (“Amendment No. 1”) to our Annual Report on Form 20-F (Annual Information Form) filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2009 is being filed to include (i) a map showing the locations of the Lost Creek and Lost Soldier projects in Item 4B, (ii) a table providing the spot and long-term contract prices of uranium in Item 3A, (iii) information with respect to quantity and grade where contained pounds of U3O8 are referenced with respect to certain exploration targets in Items 4 and 5, and (iv) a further explanation of Indicated Mineral Resources and Mineral Reserves in connection with our technical reports in Item 4.  In addition, this Amendment No. 1 changes throughout our Annual Report on Form 20-F (Annual Information Form) our references to the Corporation as a development stage company to an exploration stage company to comply with Industry Guide 7 definitions.

 Other than the additions and changes mentioned in this note and conforming changes related thereto, no part of the Annual Report on Form 20-F (Annual Information Form) filed on www.sec.gov on March 12, 2010 is being amended, and this report continues to speak as of March 5, 2010  , the date on which it was approved by our board of directors. The filing of this Amendment No. 1 should not be understood to mean that any statements contained herein are true or complete as of any date subsequent to March 5, 2010.  Accordingly, this Amendment No. 1 should be read in conjunction with Annual Report on Form 20-F (Annual Information Form) for the fiscal year ended December 31, 2009 and the documents filed with and/or furnished to the Securities and Exchange Commission by the Corporation subsequent to March 12, 2010.

Introduction

Ur-Energy Inc. is incorporated under the laws of Canada and is referred to in this document, together with its subsidiaries, as "Ur-Energy" or the "Corporation" or the “Company”.

The Corporation’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in Canada ("Canadian GAAP") and are presented in Canadian dollars unless otherwise indicated. All references in this Annual Report on Form 20-F (Annual Information Form) to financial information concerning the Corporation refer to such information in accordance with Canadian GAAP and all dollar amounts in this Annual Report on Form 20-F (Annual Information Form) are in Canadian dollars unless otherwise indicated.

In this document, cross-references relevant to the information being requested may be provided for ease of reference.

Forward-Looking Information

 This Annual Report on Form 20-F (Annual Information Form) contains "forward-looking statements" within the meaning of applicable United States and Canadian securities laws. Shareholders can identify these forward-looking statements by the use of words such as "expect", "anticipate", "estimate", "believe", "may", "potential", "intends", "plans" and other similar expressions or statements that an action, event or result "may", "could" or "should" be taken, occur or be achieved, or the negative thereof or other similar statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause the Corporation’s actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. Such statements include, but are not limited to: (i) the Corporation’s belief that it will have sufficient cash to fund its capital requirements; (ii) receipt of (and related timing of) a United States Nuclear Regulatory Commission Source and Byproduct Material License; Wyoming Department of Environmental Quality Permit and License to Mine and all other necessary permits related to Lost Creek; (iii) Lost Creek and Lost Soldier will advance to production and the production timeline at Lost Creek scheduled for early 2011; (iv) production rates, timetables and methods at Lost Creek and Lost Soldier; (v) the Corporation’s procurement and construction plans at Lost Creek; (vi) the licensing process at Lost Soldier; (vii) the timing, the mine design planning and the preliminary assessment at Lost Soldier; (viii) the completion and timing of various exploration programs, including without limitation, those as LC North and LC South ; (ix) the potential of new exploration targets in the area of Lost Creek, including those at LC North and LC South, to contain 24 – 28 million pounds of U3O8 (not an NI 43-101 compliant resource); (x) timing, completion, and funding for and results of furth