SecProbe.io

CORRESP
 1
 filename1.htm

 April 14, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Attention: Timothy S. Levenberg

 Re:
 Ur-Energy Inc.

 Registration Statement on Form S-3

 Filed April 6, 2026

 File No. 333-294902

 Dear Mr. Levenberg:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ur-Energy Inc. hereby requests that the effective date of the above-referenced registration
statement be accelerated so that the same will become effective at 10:00 a.m. Eastern Time on Thursday, April 16, 2026,
or as soon thereafter as practicable.

 Please advise Brian Boonstra
of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective is signed.

 Sincerely,

 By:
 /s/ David A. Ritchie

 Name:
 David A. Ritchie

 Title:
 General Counsel and Corporate Secretary

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

April 10, 2026
Matthew D. Gili
President and Chief Executive Officer
Ur-Energy Inc.
1478 Willer Drive
Casper, Wyoming 82604
Re:Ur-Energy Inc.
Registration Statement on Form S-3
Filed April 6, 2026
File No. 333-294902
Dear Matthew D. Gili:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Timothy S. Levenberg at 202-551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Brian Boonstra, Esq., of Davis Graham & Stubbs LLP

CORRESP
1
filename1.htm

urg_corresp.htm

  July 17, 2023

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC  20549

 Attention: Claudia Rios

   Re:

   Ur-Energy Inc.

 Registration Statement on Form S-3

 Filed June 28, 2023

 File No. 333-272992

 Dear Ms. Rios:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ur-Energy Inc. hereby requests that the effective date of the above-referenced registration statement be accelerated so that the same will become effective at 10:00 a.m. Eastern Time on July 19, 2023, or as soon thereafter as practicable.

 Please advise Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348 when the order declaring the registration statement effective is signed.

   Sincerely,

   By:

   /s/ Penne A. Goplerud

   Name:

   Penne A. Goplerud

   Title:

   Corporate Secretary and General Counsel

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

United States securities and exchange commission logo
July 7, 2023
John Cash
Chief Executive Officer
UR-ENERGY INC.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127
Re:UR-ENERGY INC.
Registration Statement on Form S-3
Filed June 28, 2023
File No. 333-272992
Dear John Cash:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios, Staff Attorney, at (202) 551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra, Esq.

United States securities and exchange commission logo
September 29, 2022
Roger Smith
Chief Financial Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, CO 80127
Re:Ur-Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 9, 2022
File No. 001-33905
Dear Mr. Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

a20220920ureresponsetosec

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United States securities and exchange commission logo
July 1, 2022
Roger Smith
Chief Financial Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, CO 80127
Re:Ur-Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 9, 2022
File No. 001-33905
Dear Mr. Smith:
            We have reviewed your June 21, 2022 response to our comment letter and have the
following 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our June 6,
2022 letter.
Form 10-K for the Fiscal Year ended December 31, 2021
Lost Creek Property, page 14
1.We note your response to prior comment 1 explaining that the Lost Creek map has a
precision of better than one mile, referencing the maps on pages 14 and 18, and proposing
to include a map for your Shirley Basin properties in future filings.  However, the Lost
Creek map should be revised as necessary to make the section numbers legible.
Alternatively, you may provide an accompanying narrative to specify the section numbers,
township, and range for the Lost Creek property in the accompanying narrative to address
the location requirements.  Please revise accordingly.

 FirstName LastNameRoger Smith
 Comapany NameUr-Energy Inc.
 July 1, 2022 Page 2
 FirstName LastName
Roger Smith
Ur-Energy Inc.
July 1, 2022
Page 2
Exhibits 96.1 & 96.2
Section 11 - Mineral Resource Estimates, page ES-11
2.We understand from your responses to prior comments 3, 4 and 5 that you would prefer to
limit compliance with the Technical Report Summary disclosure requirements to future
filings. However, we continue to believe that you should obtain and file an amendment to
the Form 10-K to include revised exhibits that include all of the prescribed disclosures.
We previously advised of requirements pertaining to the cutoff grade calculation, uranium
price forecasts, and the need for cash flows underlying the assessment of the Shirley Basin
property to reflect costs of state and federal income taxes. We note that you have proposed
some incremental disclosures in response to our comments. However, we believe that
incremental details are required as outlined in the following points.

•With regard to prior comment three, disclosure of the cutoff grade calculation should
include the  specific uranium price utilized, and your operating costs.

•With regard to prior comment four, the qualified person should include a discussion
of the uranium price forecasts that are referenced, a description of the raw data, and
clarify how this information was combined in deriving an average for the price
estimate and the time period when these forecasts were prepared.

•With regard to prior comment five, the economic analysis conducted by the qualified
person should be based on post-tax cash flows, considering federal and state taxes,
consistent with the approach taken with your Lost Creek property.

We reissue prior comments three, four and five.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or
Karl Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on
the financial statements and related matters. Please contact Ken Schuler, Mining Engineer, at
(202) 551-3718 with any questions regarding the mineral property disclosures and related
exhibits.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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urg_corresp

Colorado Office

10758
W. Centennial Rd.

Littleton,
CO 80127

Tel:
866-981-4588

Wyoming Office

1478
Willer Drive

Casper,
WY 82604

Tel:
307-265-2373

June
21, 2022

VIA EDGAR

Office
of Energy and Transportation

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100 F
Street, NE

Washington,
D.C. 20549

RE:
Ur-Energy Inc.

        Form
10-K for the Fiscal Year ended December 31, 2021

        Filed
March 9, 2022

        File
No. 001-33905

Dear
Messrs. Wojciechowski, Hiller and Schuler:

Ur-Energy
Inc. (“Company”) is in receipt of the comment letter
from the staff (“Staff”) of the United States
Securities and Exchange Commission (“SEC”) dated June
6, 2022 (“SEC Letter”) regarding the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 filed with the SEC on March 9, 2022 (the “Form
10-K”). The Company’s responses to the comments are set
forth below. For convenience, the comments in the SEC Letter are
reproduced below.

Business and Properties

Our Mineral Properties, page 13

Comment No. 1: We note that you have provided various maps showing
the general locations of your material properties. Please revise to
indicate such locations within 1 mile, using an easily
recognizable coordinate system.  See Item 1304(b)(1)(i) of
Regulation S-K.

Response to Comment No. 1:

The
Form 10-K includes a state-wide map showing the location of the
Lost Creek Property (page 14) and a more detailed public-lands
survey (PLS) map on page 18 showing the specific township and
section locations of the Lost Creek Property with precision of
better than one mile.

With
regard to the Shirley Basin Project, the Company proposes to
include in future Annual Reports on Form 10-K a more detailed map
of its Shirley Basin Project that complies with Item 1304(b)(1)(i)
of Regulation S-K (similar to Figure 3 in the Shirley Basin
technical report summary, Exhibit 96.2 to the Form 10-K, also shown
on a PLS map). Initially, the Company will include this property
map in its Form 10-Q for the quarter ended June 30,
2022.

Office
of Energy and Transportation

Division of Corporation Finance, SEC

June
21, 2022

Page
2

Financial Statements

Note 7 - Mineral Properties, page F-15

Comment No. 2: We note your disclosure explaining that you have not
tested your long-lived assets for recoverability during any of the
periods covered by your financial statements because you had not
identified indicators that would require a formal impairment
test.  However, you have various disclosures within your
periodic filings of circumstances that do not appear to be
consistent with this determination. For example, we note the
following.

●

You previously reported having initially six long-term
agreements with U.S. utilities to sell a portion of your
uranium production during 2013-2019, though production was not
sufficient to satisfy these obligations, or was considered
economically adverse relative to supply in the spot
market.

●

Your last sale of uranium production occurred during the second
quarter of 2019; all obligations to sell uranium during 2020
were settled with uranium that had been purchased, and you had no
sales of uranium during 2021.

●

You indicate that operations were curtailed during the third
quarter of 2020 due to low uranium prices; you state "the spot
market does not currently support full production operations"
and "term contracting by U.S. utilities has remained at lower
volumes and prices which do not incentivize a return to
production."

●

You explain that your petition for relief under Section 232 of the
Trade Expansion Act "may have resulted in unintended negative
reactions resulting in adverse effects to our business
relationships with consumers of uranium."

●

We understand that all of your uranium sales agreements
with U.S. utilities
had lapsed or expired by the end of 2020, without renewal,
extension or replacement.

●

You have no proven and probable reserves
and no plans to establish proven or probable reserves for
any of your uranium projects that would utilize ISR
mining.

●

You report operating cash flow losses for the past two fiscal
years, including quarters within those fiscal years, and the
subsequent interim period.

Given the foregoing, and considering the examples of indicators
in FASB ASC 360-10-35-21(b), (c) and (e), we believe that
you would need to test your long-lived assets for recoverability
and should review your depreciation estimates and method of
amortization to comply with FASB ASC 360-10-35-21 and
22. Please submit the analyses that you perform for
recoverability of the amounts capitalized for your mineral
properties and capital assets listed in Notes 7 and 8 as of
December 31, 2020 and 2021.

Response to Comment No. 2:

The
Company last performed testing of its long-lived assets for
recoverability for the year ended December 31, 2017, and no
impairment was required. At that time, the sole indication of
possible impairment was the decline in industry-wide reported sales
prices. The weakened price had no immediate effect on the Company
in 2017, however, because we had sales contracts until
2021.

Office
of Energy and Transportation

Division of Corporation Finance, SEC

June
21, 2022

Page
3

In
2017, to test for recoverability, a cash flow analysis for each of
Lost Creek and Shirley Basin was performed. The mine life used was
consistent with the life reported in the respective NI 43-101
Preliminary Economic Assessment report for each property. The cost
basis used for the properties included the undepreciated mineral
property and capital assets related to the properties as of
December 31, 2017. The 2017 recoverability test indicated
significant headroom on an undiscounted cash flow basis using a
sales price of $31 per pound, which was the average long-term price
of the two, leading industry-recognized market consultants at
December 31, 2017.

Each
quarter and at our year-end, we consider various impairment
indicators, including the prevailing market price for uranium, the
Company’s stock price and market capitalization, mineral
resource estimates, legislative factors, operating costs, timing of
production, and other factors. At year-end 2021, we again
considered these indicators. Term market prices for uranium
consistently increased each year since 2017, with 2021 year-end
pricing exceeding 2017 year-end pricing by approximately 38%. In
addition to uranium prices, other market conditions and potential
impairment indicators have also generally improved since 2017,
including a significant increase in global and domestic support for
carbon-free nuclear energy. At the same time, the carrying values
of the Company’s long-lived assets decreased as depreciation,
depletion, and amortization continued to be recorded throughout the
subsequent periods. We considered all available information and
concluded that, because the uranium price and other factors
continued to improve, no further analysis was
required.

Notwithstanding
the above, even if a full recoverability analysis were required, we
believe that no impairment would be needed as the undiscounted cash
flows of both the Lost Creek Property and the Shirley Basin Project
significantly exceed their respective cost basis. Nevertheless, we
have prepared an updated recoverability analysis for 2021 to
support our position.

In
2021, industry-wide uranium sales prices improved and while there
was no indicator of possible impairment, a cash flow analysis was
performed in conjunction with the preparation of the Technical
Report Summaries for Lost Creek and Shirley Basin. Each
property’s cash flow analysis was compared to its respective
cost basis, which included the undepreciated mineral property and
capital assets as of December 31, 2021. Based on the undiscounted
cash flow models, the asset carrying values will be fully recovered
and no impairment was indicated for either of the
properties.

A
summary of the impairment test results for 2021, and the previous
2017 testing, follows:

Description

2017

($000s)

2021

($000s)

Lost
Creek

   Net undiscounted cash flows

  132,463

  376,427

Carrying
value

  38,155

  23,578

Headroom

  94,308

  352,849

   As a percentage of carrying value

  247%

  1,497%

Shirley
Basin

   Net undiscounted cash flows

  34,501

  192,766

Carrying
value

  17,224

  17,414

      Headroom

  17,277

  175,352

As a percentage of carrying value

  100%

  1,007%

Office
of Energy and Transportation

Division of Corporation Finance, SEC

June
21, 2022

Page
4

We
depreciate and amortize the mineral properties and capital assets
on a straight-line basis over their useful lives. For further
discussion of our depreciation methods, see the Company’s
correspondence dated June 12, 2015, in response to Comment No. 4 of
Staff’s correspondence dated June 2, 2015. We have considered
the requirements of ASC 360 regarding review of depreciation
estimates and methods and we do not believe that any reduction in
the useful life or change in the method is required.

Exhibits 96.1 and 96.2

Section 11 - Mineral Resource Estimates, page ES-11

Comment No. 3: Please obtain and file a modified exhibit disclosing
the cutoff grade calculation along with the assumed uranium prices,
costs, metallurgical recoveries, and the rationale for the prices
that were selected. See Item 601(b)(96)(iii)(B)(11)(iii) of
Regulation S-K.

Response to Comment No. 3:

To
better summarize the information set forth in various chapters of
our technical report summaries with regard to the cutoff grade
calculation, at the Company’s request, the qualified person
has agreed to add the following additional disclosure (modified as
necessary to reflect changing circumstances) in future technical
report summaries:

Lost
Creek Property:

As set
forth elsewhere in this Report, Ur-Energy has established minimum
grade, thickness and GT parameters based on its mining experience
to date at the Lost Creek Project. The cutoff used in this
Report is a minimum GT (grade x thickness) of 0.2 and assumes 80%
recovery of pounds under pattern. In addition, planning of
mine unit patterns and related economics (Chapters 13.0 Mining
Methods and 19.0 Economic Analysis) assumes installation of
patterns over mineralization in the mining zone that exceed 0.2
GT. Based on these factors and excluding Inferred Mineral
Resources, the current estimated cost of production is $36.23
pre-tax, or $42.91 post tax, per pound. If Inferred Mineral
Resources are included, the current estimated cost of production is
$33.61 pre-tax, or $42.33 post tax, per pound. See also Chapter
19.0 Economic Analysis.

Office
of Energy and Transportation

Division of Corporation Finance, SEC

June
21, 2022

Page
5

Shirley
Basin Project:

As set
forth elsewhere in this Report, Ur-Energy has established minimum
grade, thickness and GT parameters based on its mining experience
at its other project, leach tests and industry standards. The
cut off used in this Report is a minimum GT (grade x thickness) of
0.25 and assumes 80% recovery of pounds under pattern. In
addition, planning of mine unit patterns and related economics
(Chapters 13.0 Mining Methods and 19.0 Economic Analysis) assumes
installation of patterns over mineralization in the mining zone
that exceed 0.25 GT. Based on these factors, the current
estimated cost of production is $33.04 pre-tax per pound. See also
Chapter 19.0 Economic Analysis.

As
suggested in our Response to Comment No. 5, below, the foregoing
text in future Shirley Basin technical report summaries will also
include estimated post-tax costs of production similar to the
proposed text for the Lost Creek Property Report.

Section 16.0 - Market Studies, page ES-16

Comment No. 4 : We note various remarks within each report
indicating the uranium sale price is based on projections of VIII
Capital Corporation, Cantor Fitzgerald Canada Corporation, H.C.
Wainwright & Company, and UxC, LLC.  Please obtain
and file a modified exhibit that includes a discussion of these
uranium price forecasts, that clarifies when they were made, how
they were combined in deriving an average for the estimate, and how
the price forecast varies from year to year.  See Item
601(b)(96)(iii)(B)(16)(i) of Regulation S-K.

Response to Comment No. 4:

At the
Company’s request, the qualified person has agreed in future
technical report summaries to set forth separately the annual average pricing derived from the
consensus pricing projections in each report’s cash flow
detail (e.g., Table 12 in
the current Lost Creek Report and Table 17 in the current Shirley
Basin Report). While the annual estimated sales in each of those
tables reflects the average annual sales price, the Company
believes that specifying the sales price data in a separate row in
the table will provide greater clarity and convenience to the
reader.

For
ease of reference, in future technical report summaries the
qualified person has agreed to include a month and year in
references to its consensus pricing sources in the text of the
reports, in addition to the specific report dates as are currently
set forth in Chapter 24.0 References.

Comment No. 5: Please obtain and file a modified exhibit for the
Shirley Basin property that includes a post-tax cash flow,
considering federal and state taxes, consistent with the approach
taken with your Lost Creek property. See Item
601(b)(96)(iii)(B)(19)(i) of Regulation S-K.

Office
of Energy and Transportation

Division of Corporation Finance, SEC

June
21, 2022

Page
6

Response to Comment No. 5:

The
Company proposes to include post-tax analysis in future technical
report summaries on the Shirley Basin Project consistent with the
approach taken on the Lost Creek Property. Specifically, this
will include annual and project-total post-tax data (state and
federal income tax) and the effects of taxes on annual cash flows,
net present values, internal rates of return and related
sensitivities. The additional analysis including post-tax
projections is anticipated to include discussion, data and tables
in Chapters 3.4 (Royalties, Taxes and Fees); 18.0 (Capital and
Operating Costs); 19.0 (Economic Analysis); and 22.0
(Interpretation and Conclusions).

*****

We have
endeavored to provide you with everything requested. Should you
have additional questions or comments, please contact the
undersigned at 720-981-4588 or at roger.smith@ur-energy.com.

Sincerely,

Ur-Energy Inc.

/s/ Roger L. Smith

By:
___________________________

Roger
L. Smith

Chief
Financial Officer

United States securities and exchange commission logo
June 6, 2022
Roger Smith
Chief Financial Officer
Ur-Energy Inc.
10758 West Centennial Road
Suite 200
Littleton, CO 80127
Re:Ur-Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2021
Filed March 9, 2022
File No. 001-33905
Dear Mr. Smith:
            We have reviewed your filing and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2021
Business and Properties
Our Mineral Properties, page 13
1.We note that you have provided various maps showing the general locations of your
material properties. Please revise to indicate such locations within 1 mile, using an easily
recognizable coordinate system.  See Item 1304(b)(1)(i) of Regulation S-K.
Financial Statements
Note 7 - Mineral Properties, page F-15
2.We note your disclosure explaining that you have not tested your long-lived assets for
recoverability during any of the periods covered by your financial statements because you
had not identified indicators that would require a formal impairment test.  However, you

 FirstName LastNameRoger Smith
 Comapany NameUr-Energy Inc.
 June 6, 2022 Page 2
 FirstName LastNameRoger Smith
Ur-Energy Inc.
June 6, 2022
Page 2
have various disclosures within your periodic filings of circumstances that do not appear
to be consistent with this determination. For example, we note the following.

•You previously reported having initially six long-term agreements with U.S.
utilities to sell a portion of your uranium production during 2013-2019, though
production was not sufficient to satisfy these obligations, or was considered
economically adverse relative to supply in the spot market.
•Your last sale of uranium production occurred during the second quarter of 2019; all
obligations to sell uranium during 2020 were settled with uranium that had been
purchased, and you had no sales of uranium during 2021.
•You indicate that operations were curtailed during the third quarter of 2020 due to
low uranium prices; you state "the spot market does not currently support full
production operations" and "term contracting by U.S. utilities has remained at lower
volumes and prices which do not incentivize a return to production."
•You explain that your petition for relief under Section 232 of the Trade Expansion
Act "may have resulted in unintended negative reactions resulting in adverse effects
to our business relationships with consumers of uranium."
•We understand that all of your uranium sales agreements with U.S. utilities
had lapsed or expired by the end of 2020, without renewal, extension or replacement.
•You have no proven and probable reserves and no plans to establish proven or
probable reserves for any of your uranium projects that would utilize ISR mining.
•You report operating cash flow losses for the past two fiscal years, including quarters
within those fiscal years, and the subsequent interim period.

Given the foregoing, and considering the examples of indicators in FASB ASC 360-10-
35-21(b), (c) and (e), we believe that you would need to test your long-lived assets for
recoverability and should review your depreciation estimates and method of amortization
to comply with FASB ASC 360-10-35-21 and 22.  Please submit the analyses that you
perform for recoverability of the amounts capitalized for your mineral properties and
capital assets listed in Notes 7 and 8 as of December 31, 2020 and 2021.
Exhibits 96.1 and 96.2
Section 11 - Mineral Resource Estimates, page ES-11
3.Please obtain and file a modified exhibit disclosing the cutoff grade calculation along with
the assumed uranium prices, costs, metallurgical recoveries, and the rationale for the
prices that were selected.  See Item 601(b)(96)(iii)(B)(11)(iii) of Regulation S-K.
Section 16.0 - Market Studies, page ES-16
4.We note various remarks within each report indicating the uranium sale price is based on
projections of VIII Capital Corporation, Cantor Fitzgerald Canada Corporation, H.C.
Wainwright & Company, and UxC, LLC.  Please obtain and file a modified exhibit that
includes a discussion of these uranium price forecasts, that clarifies when they were made,
how they were combined in deriving an average for the estimate, and how the price

 FirstName LastNameRoger Smith
 Comapany NameUr-Energy Inc.
 June 6, 2022 Page 3
 FirstName LastName
Roger Smith
Ur-Energy Inc.
June 6, 2022
Page 3
forecast varies from year to year.  See Item 601(b)(96)(iii)(B)(16)(i) of Regulation S-K.
Section 19 - Economic Analysis, page ES-19
5.Please obtain and file a modified exhibit for the Shirley Basin property that includes a
post-tax cash flow, considering federal and state taxes, consistent with the approach taken
with your Lost Creek property. See Item 601(b)(96)(iii)(B)(19)(i) of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Karl
Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters.  Please contact Ken Schuler, Mining Engineer, at (202)
551-3718 with any questions regarding the mineral property disclosures and related exhibits.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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December 15,
2021

VIA EDGAR

U.S. Securities and
Exchange Commission

Division
of Corporation Finance

100 F
Street, NE

Washington,
DC 20549

Attention:
Arthur Tornabene-Zalas

Re:
Ur-Energy Inc.

Registration
Statement on Form S-3

Filed
November 23, 2021

File
No. 333-261309

Dear
Mr. Tornabene-Zalas:

Pursuant to
Rule 461 under the Securities Act of 1933, as amended,
Ur-Energy Inc. hereby requests that the effective date of the
above-referenced registration statement be accelerated so that the
same will become effective at 4:00 p.m. Eastern Time on
Friday, December 17, 2021, or as soon thereafter as
practicable.

Please
advise Brian Boonstra of Davis Graham & Stubbs LLP at (303)
892-7348 when the order declaring the registration statement
effective is signed.

Sincerely,

By:

/s/ Penne A. Goplerud

Name:

Penne
A. Goplerud

Title:

Corporate
Secretary and General Counsel

c:

Brian Boonstra,
Esq., Davis Graham & Stubbs LLP

United States securities and exchange commission logo
November 30, 2021
Jeffrey Klenda
President, Chief Executive Officer and Chairman
UR-ENERGY INC
10758 West Centennial Road
Suite 200
Littleton, Colorado 80127
Re:UR-ENERGY INC
Registration Statement on Form S-3
Filed November 23, 2021
File No. 333-261309
Dear Mr. Klenda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at 202-551-3162 or Anuja Majmudar, Staff
Attorney, at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra

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May 22, 2020

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Ur-Energy Inc. Registration Statement on Form S-3 (File No. 333-238324)

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ur-Energy Inc. hereby requests acceleration of the effective date of the above-referenced
Registration Statement, so that it may become effective at 2:30 p.m. Eastern Time on May 27, 2020, or as soon thereafter as practicable.

Please advise Brian
Boonstra of Davis Graham and Stubbs LLP at (303) 892-7348 when the order declaring the Registration Statement effective is signed.

    Very truly yours,

    By:
    /s/ Penne A. Goplerud

    Name:
    Penne Goplerud

    Title:
    General Counsel and Corporate Secretary

United States securities and exchange commission logo
May 19, 2020
Jeffrey T. Klenda
President and Chief Executive Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, CO 80127
Re:Ur-Energy Inc.
Registration Statement on Form S-3
Filed May 15, 2020
File No. 333-238324
Dear Mr. Klenda:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Brian Boonstra

Mail Stop 3561        November 6, 2017

Via E -mail
Mr. Roger Smith
Chief Financial Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127

Re: Ur-Energy Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 3, 2017
File No. 001-33905

Dear Mr. Smith :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Office  of Beverages, Apparel and
Mining

CORRESP
1
filename1.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

October 31, 2017

VIA EDGAR

John Reynolds, Assistant Director

Office of Beverages, Apparel and Mining

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: Ur-Energy Inc.

Form 10-K for the Fiscal Year ended December
31, 2016

Filed March 3, 2017

File No. 001-33905

Dear Mr. Reynolds:

Ur-Energy Inc. (“Company”)
is in receipt of the comment letter from the staff (“Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Commission”) dated October 19, 2017 regarding the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2016 filed with the Commission on March 3, 2017. For convenience, the Staff’s
comments are reproduced below, with the Company’s response to each comment set out immediately underneath it. Capitalized
terms used but not defined in this letter are intended to have the meanings ascribed to such terms in the Company’s Form
10-K.

Form 10-K for the Fiscal Year ended
December 31, 2016

Lost Creek Property – Resource
Summary, page 15

Comment No. 1: We note your resource
estimates have not been updated since September 30, 2015, despite captured production from your well fields of 749,721 pounds of
uranium since September 30, 2015 through December 31, 2016. Please disclose your estimated resources accounting for production
as of your fiscal year end.

Response to Comment No. 1:
We propose including a table or other narrative discussion in future filings to disclose the estimated remaining resource, accounting
for production as of our fiscal year end, reconciled to the resource estimate totals shown in our February 2016 Lost Creek Property
Preliminary Economic Assessment.

John Reynolds

Division of Corporation Finance,
SEC

October 31, 2017

Page 2

Comment No. 2: The cutoff grade is
a critical component used to evaluate the potential of your mineral properties. Please disclose the basis for the cutoff grades
used to delineate your resources from mineralization.

Response to Comment No. 2: Our
grade cutoff of 0.02% U3O8 did not change from our previous resource estimation work and remains consistent with historic uranium
industry grade cutoffs. Additionally, with respect to grade-thickness (GT) cutoff, the following was included in our 2016 Form
10-K at page 16, under the heading “Updated Preliminary Economic Assessment for Lost Creek Property”:

On June 17, 2015, the Company published
an independent Technical Report for the Lost Creek Property to report increased resources for its operating MU1 and from exploration
drilling conducted early in 2015. In order to reconcile higher-than-expected uranium recoveries from production operations in this
mine unit, the grade thickness (“GT”) cutoff for uranium intercepts used in resource estimation was lowered from 0.30
to 0.20. Employing these revised guidelines, resources for MU1 were re-mapped and re-evaluated, increasing the MU1 Measured Resources
by 55% (after subtraction of MU1 production). Through the monitoring of continued production from MU1, the authors believe the
0.20 GT better represents the uranium resources for the Lost Creek Property. Accordingly, for the Lost Creek PEA, all resource
estimations for Lost Creek Property have used the new 0.20 GT cutoff, again, following re-mapping and re-evaluation. . . .

The GT cutoff for the uranium resources
at our Lost Creek Property has been determined and amended based upon the first two years of production at Lost Creek and the resulting
need to reconcile considerably higher-than-anticipated production from our first mine unit. This was disclosed in successive technical
reports, the second of which is our February 2016 Preliminary Economic Assessment, the text from which appears in substantive form
in our 2016 Form 10-K.

In order to clarify the basis for the selected
GT cutoff, we propose to add the following language (bold/italics font), in future Form 10-K filings:

On June 17, 2015, the Company published
an independent Technical Report for the Lost Creek Property to report increased resources for its operating MU1 and from exploration
drilling conducted early in 2015. In order to reconcile higher-than-expected uranium recoveries from production operations in this
mine unit, various analyses were conducted. These analyses, including detailed remapping of mineralized trends within ten
sand horizons and interpretation of data from an additional 85 closely-spaced wells and core-holes, resulted in the re-estimation
of the mineral resources and the conclusion that it was most appropriate to lower the grade-thickness (“GT”) cut-offs
from 0.30 to 0.20 within the Company’s GT contouring resource estimation technique. Employing these revised guidelines,
resources for MU1 were re-mapped and re-evaluated, increasing the MU1 Measured Resources by 55% (after subtraction of MU1 production).
Through the monitoring of continued production from MU1, the authors believe the 0.20 GT cutoff better represents
the uranium resources for the Lost Creek Property, and is supported by the economic analysis included in the PEA as well
as the actual production achieved at the property to date. Accordingly, for the Lost Creek PEA, all resource estimations
for Lost Creek Property have used the new 0.20 GT cutoff, again, following re-mapping and re-evaluation. . . .

John Reynolds

Division of Corporation Finance,
SEC

October 31, 2017

Page 3

Preliminary Economic Assessment for
Shirley Basin Uranium Project, page 21

Comment No. 3: We note you do not
disclose your inferred resources for the Shirley Basin project and that these resources are available in your technical report.
Please disclose these tonnage and grade estimates.

Response to Comment No. 3:
As discussed, there are no inferred mineral resources at our Shirley Basin Project.

We have endeavored to provide you with
everything requested. Should you have additional questions or comments, please contact the undersigned at 720-981-4588 (ext. 248)
or at roger.smith@ur-energy.com.

Sincerely,

Ur-Energy Inc.

    By:
    /s/ Roger L. Smith

    Roger L. Smith

    Chief Financial Officer

October 1 9, 2017

Via E -mail
Mr. Roger Smith
Chief Financial Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127

Re: Ur-Energy Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 3, 2017
File No. 001-33905

Dear Mr. Smith :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circu mstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10-K for the Fiscal Year Ended December 31, 201 6
Lost Creek Property - Resource Summary, page 15

1. We note your re source estimates have not been updated since September 30 2015, despite
captured production from your well fields of 749,721 pounds of uranium since September
30, 2015 through December 31, 2016.  Please disclose your estimated resources
accounting for prod uction as of your fiscal year end.

2. The cutoff grade is a critical component used to evaluate the potential of your mineral
properties.  Please disclose the basis for the cutoff grades used to delineate your resources
from mineralization.

Preliminary E conomic Assessment for Shirley Basin Uranium Project, page 21

Mr. Roger Smith
Ur-Energy Inc.
October 1 9, 2017
Page 2

 3. We note you do not disclose your inferred resources for the Shirley Basin project and that
these resources are available in your technical report.  Please disclose these tonnage and
grade es timates.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact Ken Schuler at (202) 551 -3718  or me at (202) 551 -3790 with any
questions.
Sincerely ,

 /s/ John Reynolds

John Reynolds
Assistant Director
Offices of Beverages, Apparel and
Mining

CORRESP
1
filename1.htm

August 1, 2017

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Ur-Energy Inc. Registration Statement on Form S-3 (File No. 333-219433)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Ur-Energy Inc. hereby requests acceleration of the effective date of the above-referenced Registration
Statement, so that it may become effective at 4:00 p.m. Eastern Time on August 3, 2017, or as soon thereafter as practicable.

    Sincerely,

    By:
    /s/ Penne A. Goplerud

    Name:
    Penne Goplerud

    Title:
    General Counsel and Corporate Secretary

Mail Stop 3561

July 27, 2017

Via E -mail
Jeffrey T. Klenda
Chief Executive Officer
Ur-Energy Inc.
10758 West Centennial Road, Suite 200
Littleton, Colorado 80127

Re: Ur-Energy Inc.
  Registration Statement on Form S-3
Filed  July 24, 2017
  File No.  333-219433

Dear Mr. Klenda :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Hillary Daniels  at (202) 551 -3959  with any questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

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

June 2 4, 2015

Via E -Mail
Mr. Roger Smith
Chief Financial Officer
Ur-Energy , Inc.
10758 W Centennial Road, Suite 200
Littleton, Colorado 80127

Re: Ur-Energy , Inc.
 Form 10-K for the Fiscal Year ended December 31, 2014
Filed March 2 , 2015
File No. 001-33905

Dear Mr. Smith :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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 urge all per sons 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 Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/Craig Arakawa for

Tia L. Jenkins
Senio r Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

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

June 12, 2015

VIA EDGAR

Tia L. Jenkins, Senior Assistant Chief Accountant

Office of Beverages, Apparel and Mining

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE: Ur-Energy Inc.

Form 10-K for the Fiscal Year ended December
31, 2014

Filed March 2, 2015

File No. 001-33905

Dear Ms. Jenkins:

Ur-Energy Inc. (“Company”)
is in receipt of the comment letter from the staff (“Staff”) of the United States Securities and Exchange Commission
(“SEC”) dated June 2, 2015 (“SEC Letter”) regarding the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2014 filed with the SEC on March 2, 2015. The Company’s responses to the comments are
set forth below. For convenience, the comments in the SEC Letter are reproduced below.

Form 10-K for the fiscal year ended
December 31, 2014

Our Mineral Properties

Operating Properties, page 11

Comment No. 1: In future
filings please provide a brief description of your ISL operation including an overview of your processing operation(s). In your
response provide a draft of your proposed future disclosure.

Response to Comment No. 1:
In our Form 10-K filed March 2, 2015, we disclose the following under Overview and Corporate Structure (pp 8-9); the placement
was chosen because the discussion of in situ recovery is relevant to all of our current and anticipated operations:

“We utilize in situ recovery
of the uranium at Lost Creek and will do so at other projects where this is possible. The in situ recovery (ISR) technique is employed
in uranium extraction because it allows for a lower cost and effective recovery of roll front mineralization. The in situ technique
does not require the installation of tailings facilities or significant surface disturbance. This mining method utilizes injection
wells to introduce a mining solution, called lixiviant, into the mineralized zone. The lixiviant is made of natural groundwater
fortified with oxygen as an oxidizer, sodium bicarbonate as a complexing agent, and carbon dioxide for pH control. The complexing
agent bonds with the uranium to form uranyl carbonate which is highly soluble. The dissolved uranyl carbonate is then recovered
through a series of production wells and piped to a processing plant where the uranyl carbonate is removed from the solution using
Ion Exchange (IX). The groundwater is re-fortified with the oxidizer and complexing agent and sent back to the wellfield to recover
additional uranium. Our Lost Creek processing facility includes all circuits for the production, drying and packaging of uranium
yellowcake for delivery into sales.”

    Tia L. Jenkins
Division of Corporation Finance, SEC
June 10, 2015
Page 2

We propose substituting the following expanded
discussion, in substantive form, in subsequent Form 10-K filings, and will place the entire discussion under Operating Properties
or include a cross-reference directing the reader to its location in the filing:

“We utilize in situ recovery
of the uranium at Lost Creek and will do so at other projects where this is possible. The in situ recovery (ISR) technique is employed
in uranium extraction because it allows for a lower cost and effective recovery of roll front mineralization. The in situ technique
does not require the installation of tailings facilities or significant surface disturbance. This mining method utilizes injection
wells to introduce a mining solution, called lixiviant, into the mineralized zone. The lixiviant is made of natural groundwater
fortified with oxygen as an oxidizer, sodium bicarbonate as a complexing agent, and carbon dioxide for pH control. The complexing
agent bonds with the uranium to form uranyl carbonate, which is highly soluble. The dissolved uranyl carbonate is then recovered
through a series of production wells and piped to a processing plant where the uranyl carbonate is removed from the solution using
Ion Exchange (IX) and captured on resin contained within the IX columns. The groundwater is re-fortified with the oxidizer and
complexing agent and sent back to the wellfield to recover additional uranium. A low-volume bleed is permanently removed from the
lixiviant flow. A reverse osmosis (RO) process is available to minimize the waste water stream generated. Brine from the RO process,
if used, and excess bleed are disposed of by means of injection into deep disposal wells. Each wellfield is made up of dozens of
injection and production wells installed in patterns to optimize the areal sweep of the uranium ore body.

“Our Lost Creek processing
facility includes all circuits for the capture, concentration, drying and packaging of uranium yellowcake for delivery into sales.
Our processing facility, in addition to the IX circuit, includes dual processing trains with separate elution, precipitation, filter
press and drying circuits (this is in contrast to certain other uranium in situ recovery facilities which operate as a capture
plant (IX) only, and rely on agreements with other producers for the finishing, drying and packaging of their yellowcake end-product).
Additionally, a restoration circuit including a RO unit was installed during initial construction to complete groundwater restoration
once mining is complete.

    Tia L. Jenkins
Division of Corporation Finance, SEC
June 10, 2015
Page 3

“The elution circuit (the
first step after ion exchange) is utilized to transfer the uranium from the IX resin and concentrate it to the point where it is
ready for the next phase of processing. The resulting rich eluate is an aqueous solution containing uranyl carbonate, salt and
sodium carbonate and/or sodium bicarbonate. The precipitation circuit follows the elution circuit and removes the carbonate from
the concentrated uranium solution and combines the uranium with peroxide to create a yellowcake crystal slurry. Filtration and
washing is the next step, in which the slurry is loaded into a filter press where excess contaminants such as chloride are removed
and a large portion of the water is removed. The final stage occurs when the dewatered slurry is moved to a yellowcake dryer, which
will further reduce the moisture content, yielding the final dried, free-flowing, product. Refined, salable yellowcake is packaged
in 55-gallon steel drums.

“The restoration circuit
is utilized in the production and post-mining phases of the operation. The RO is initially utilized to minimize the waste water
stream generated during production. Once production is complete, the groundwater must be restored to its pre-mining class of use
by removing a small portion of the groundwater and disposing of it (commonly known as sweep). Following sweep, the groundwater
is treated utilizing RO and re-injecting the clean water. Finally, the groundwater is homogenized and sampled to insure the cleanup
is complete, thus ending the mining process.”

*****

Additionally, it may be instructive to
understand that our development at Lost Creek is conducted consistent with the practice throughout much of our industry; namely,
our exploration and identification of resources is accomplished through analyses of widely-spaced drilling, which is then more
densely (but, not closely spaced) drilled out in order to engineer the wellfield patterns for recovery. Finally, individual mine
units are drilled out and constructed just prior to mining each unit. As a result of the level of density of drilling at these
stages, our technical reports and other disclosure of mineral estimates are stated in terms of Measured, Indicated and Inferred
Mineral Resources in accordance with Canadian National Instrument 43-101, and not reserves. Under CIM Definition Standards, and
other relevant standards, we are best able to identify ‘reserves’ primarily at or during the time we are mining that
area of our property (i.e., not throughout the Lost Creek Project, or the Lost Creek Property which comprises six contiguous projects
at various stages of development).

Comment No. 2: Please
tell us the capacity and utilization of your processing facility and disclose this in future filings pursuant to the Instructions
to Item 102 of Regulation S-K.

    Tia L. Jenkins
Division of Corporation Finance, SEC
June 10, 2015
Page 4

Response to Comment No. 2: The
Lost Creek processing facilities capacity is two million pounds per year, of which approximately one million pounds per year could
be produced from Lost Creek’s wellfields. Production of refined yellowcake was 547,992 pounds and 131,216 pounds in 2014
and 2013, respectively. Production of refined yellowcake through May 2015 was 292,076 pounds and is projected to be between 750,000
and 850,000 pounds in 2015.

We propose adding the following discussion,
in substantive form, prospectively to our future Form 10-K filings:

Our Lost Creek processing facility
was constructed during 2012 – 2013, with production operations commencing August 3, 2013. Our first sales were made in December
2013. Nameplate design and NRC-licensed capacity of our Lost Creek processing plant is two million pounds per year, of which approximately
one million pounds per year may be produced from our wellfields. The Lost Creek plant and the allocation of resources to mine units
and resource areas were designed to generate approximately one million pounds of production per year at certain flow rates and
uranium concentrations subject to regulatory and license conditions. Production of refined yellowcake was [TBD] pounds and 547,992
pounds in 2015 and 2014, respectively. The excess capacity in the design of the processing circuits of the plant is intended, first,
to facilitate routine (and, non-routine) maintenance on any particular circuit without hindering production operational schedules.
The capacity was also designed to permit us to process uranium from other of our mineral projects in proximity to Lost Creek if
circumstances warrant in the future (e.g., Shirley Basin Project), or, alternatively to be able to contract to toll mill/process
product from other in situ uranium mine sites in the region. This design would permit us to conduct either of these activities
while Lost Creek is producing and processing uranium and/or in years following Lost Creek production from wellfields during final
restoration activities.”

Comment No. 3: Please
tell us your actual leaching and processing recovery factor(s) and include this information in future filings.

Response to Comment No. 3: As
is set forth in our various technical reports (NI 43-101) and other disclosures, Ur-Energy and its predecessors at the Lost Creek
Project have performed leach testing on various samples from the project. Most recently in 2010, we performed leach testing on
samples from the KM Horizon of our project (currently in the permit-licensing stage). Seven samples obtained from one-foot sections
of core were tested for mineral recovery using the same test methods as in prior tests from the HJ Horizon (currently licensed
for production at Lost Creek, and being recovered in Mine Unit 1). Twenty-five pore volumes of bicarbonate leach solution were
passed through the samples. Uranium recovery ranged from 54.1 to 93.0% with an average uranium recovery of 80.6%. These results
are similar to earlier leaching and recovery tests conducted in behalf of the Company, which returned results consistently averaging
82 – 83%. We believe these results are consistent with historical industry experience.

Through the first six quarters of production,
recoveries from our first mine unit have exceeded our projections. Various analyses have been conducted to better understand what
has appeared to be an inconsistency and to reconcile the higher-than-expected recoveries from production operations. These analyses,
including detailed remapping of mineralized trends within ten sand horizons and data from an additional 85 closely-spaced wells
and core-holes, have resulted in the re-estimation of the mineral resources and the conclusion that it is most appropriate to lower
the grade-thickness (GT) cut-offs from 0.30 to 0.20 within the Company’s GT contouring resource estimation technique. The
Company has disclosed these changes, and is preparing an updated technical report currently which will be released this month.

    Tia L. Jenkins
Division of Corporation Finance, SEC
June 10, 2015
Page 5

With respect to other aspects of the Lost
Creek plant’s performance, plant IX capture efficiency was 94.3% and plant processing efficiency was 98.2% in 2014.

We propose adding the following discussion,
in substantive form (and updated to year-end 2015), prospectively:

Ur-Energy occasionally performs leach
testing on various samples from the Lost Creek Project. Most recently, in 2010 we performed leach testing on samples from the KM
Horizon of our project (currently in the permit-licensing stage). Seven samples obtained from one-foot sections of core were tested
for mineral recovery using the same test methods as in prior tests from the HJ Horizon (currently licensed for production at Lost
Creek, and being recovered in Mine Unit 1). Twenty-five pore volumes of bicarbonate leach solution were passed through the samples.
Uranium recovery ranged from 54.1 to 93.0% with an average uranium recovery of 80.6%. These results are similar to earlier leaching
and recovery tests conducted in behalf of the Company, which returned results consistently averaging 82 – 83%. We believe
these results are consistent with historical industry experience.

Critical
Accounting Policies and Estimates, page 60

Comment No. 4: We note
the total capitalized costs of $32.97 million that are classified as Lost Creek enclosures (page 85), and that the estimate life
for plant enclosures is 20 years for depreciation purposes (page 79). Please advise us of the following:

 (a) Describe to us the nature of the significant components that are included in the enclosures
line item of your capital assets.

 (b) Given that you have not established proven and probable reserves at Lost Creek, please explain
to us why you believe capitalization of these costs was appropriate and cite the authoritative literature that you relied upon
to support your accounting treatment. Also explain to us your basis for the 20 year estimate life for the enclosures.

    Tia L. Jenkins
Division of Corporation Finance, SEC
June 10, 2015
Page 6

 (c) Finally confirm to us that you will expand your disclosure in future filings to clearly describe
your accounting policy for capital assets, including your basis for capitalization in instances where proven and probable reserves
have not been established. Please provide your proposed future disclosure in your response.

Response to Comment No. 4 (a): The
components of the enclosures are buildings and equipment and these components include the following costs (expressed in 000s of
US$):

    Construction contract
      15,753

    Construction materials and other direct expenses
      8,692

    Processing equipment
      2,120

    Labor
      1,929

    Capitalized interest and fees
      1,418

    Initial chemical load
      1,140

    Engineering
      1,067

    Other buildings
      127

    Allocated overhead
      721

      32,967

*****

Additionally, it may be instructive to understand that:

 · The building itself is a designed to house the equipment necessary to gather fluids which have
been impregnated with uranium and process and package the mineral into a salable yellowcake form. The building has no economic
life or usage beyond the housing of our processing equipment.

 · A significant portion of the cost of constructing the building related specifically to the installation
of and

June 2 , 2015

Via E -Mail
Mr. Roger Smith
Chief Financial Officer
Ur-Energy , Inc.
10758 W Centennial Road, Suite 200
Littleton, Colorado 80127

Re: Ur-Energy , Inc.
 Form 10-K for the Fiscal Year ended December 31, 2014
Filed March 2 , 2015
File No. 001-33905

Dear Mr. Smith :

We have reviewed your filing an d have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tel l us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the fiscal year ended December 31, 2014

Our Mineral Properties

Operating Properties page 11

1. In future filings please provide a brief description of your ISL operation including an
overview of your processing operation(s). In your response provide a draft of you r
proposed future disclosure.

2. Please tell us the capacity and utilization of your processing facility and disclose this in
future filings pursuant to the Instructions to Item 102 of Regulation S -K.

3. Please tell us your actual leaching and processing recovery factor(s) and include this
information in future filings.

Roger Smith
Ur-Energy , Inc.
June 2 , 2015
Page 2

 Critical Accounting Policies and Estimates, page 60

4. We note the total capitalized costs of $32.97 million that are classified as Lost Creek
enclosures (page 85), and that the estimate life for plant enclosures is 20 years for
depreciation purposes (page 79).  Please advise us of the following:

 Describe to us the nature of the significant components that are included in the
enclosures line item of your capital assets.

 Given that you have not established proven and probable reserves at Lost Creek,
please explain to us why you believ e capitalization of these costs was appropriate and
cite the authoritative literature that you relied upon to support your accounting
treatment.  Also explain to us your basis for the 20 year estimate life for the
enclosures.

 Finally confirm to us that yo u will expand your disclosure in future filings to clearly
describe your accounting policy for capital assets, including your basis for
capitalization in instances where proven and probable reserves have not been
established.  Please provide your proposed future disclosure in your response.

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 Exchange Act of
1934 and all applicable Exc hange 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.

 In responding to our comments, pleas e provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commis sion from taking any action with respect to the filing; and

 the company 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.

Roger Smith
Ur-Energy , Inc.
June 2 , 2015
Page 3

 You may contact Joanna Lam at (202) 551 -3476 or John Archfield at (202) 551 -3315  if
you have questions regarding comments on the financial statements and related matters.  Please
contact John Coleman at (202)551 -3610 if you have questions regarding the eng ineering
comments.

        Sincerely,

        /s/Craig Arakawa for

Tia L. Jenkins
Senior Assistant Chief Accountant
Office of Beverages, Apparel, and
Mining

CORRESP
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        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

September 10, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ur-Energy, Inc.

Registration Statement on Form S-3 (the “Registration
Statement”)

File No. 333-198232

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Ur-Energy Inc. (the “Company”), hereby requests that the
effective date of the Registration Statement be accelerated so that the same will become effective at 4:00 p.m. Eastern Time
on Friday, September 12, 2014, or as soon thereafter as practicable.

On behalf of the Company,
I hereby acknowledge that:

1.
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

2.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

3.
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.

TSX: URE | NYSE MKT: URG

www.ur-energy.com

Should you have additional
questions or comments, please contact the undersigned at (303) 269-7705 or Brian Boonstra of Davis Graham and Stubbs LLP at (303)
892-7348.

Sincerely,

/s/
Penne A. Goplerud

Penne
A. Goplerud

General
Counsel and Corporate Secretary

    - 2 -

CORRESP
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    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

September 4, 2014

VIA EDGAR

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 August 19, 2014

File No. 333-198232

Dear Mr. Reynolds:

The Company is in receipt
of the comment letter dated September 3, 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.

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.

Response: The Company has revised the disclosure
as requested. Please see page 5 of the Amended Registration Statement.

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.

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

TSX: URE | NYSE MKT: URG

www.ur-energy.com

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 have additional questions or comments, please contact the undersigned at (303)
269-7705 or penne.goplerud@ur-energy.com.

    Sincerely,

    /s/ Penne A. Goplerud

    Penne A. Goplerud

    General Counsel and Corporate Secretary

 cc: Ronald E. Alper, U.S. Securities and Exchange Commission

James Lopez, U.S. Securities and Exchange Commission

Brian Boonstra, Davis Graham & Stubbs LLP

    - 2 -

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

CORRESP
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    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 12, 2014

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ur-Energy Inc.

Registration Statement on Form S-3 (the “Registration
Statement”)

File No. 333-193316

Ladies and Gentlemen:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Ur-Energy Inc. (the “Company”), hereby requests that the
effective date of the Registration Statement be accelerated so that the same will become effective at 4:00 p.m. Eastern Time
on Friday, March 14, 2014, or as soon thereafter as practicable.

On behalf of the Company,
I hereby acknowledge that:

1.
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
Statement;

2.
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

3.
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.

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

CORRESP
1
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    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

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

CORRESP
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        Brian Boonstra

        303 892 7348

        brian.boonstra@dgslaw.com

BY EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  AD Office 4 – Natural Resources

    Re:
    Ur-Energy Inc.

    Registration Statement on Form S-3

    Filed January 10, 2014

Ladies and Gentlemen:

I am submitting this letter on behalf of
Ur-Energy Inc. (the “Company”) to explain the circumstances regarding the Company’s filing today of a Registration
Statement on Form S-3 in order to register for resale a number of common shares held by certain selling shareholders.  Prior
to January 1, 2014, the Company qualified as a foreign private issuer.  It ceased to qualify as a foreign private issuer as
of January 1, 2014 and for the remainder of the calendar year will file on domestic forms.

In connection with two private placement
transactions during 2013, the Company undertook a contractual obligation to file a registration statement under the Securities
Act of 1933 in order to register the resale of the shares issued in the private placements as well as shares issuable upon exercise
of warrants issued in the private placements.  Pursuant to one of the relevant agreements entered into in connection with
the private placements, the registration statement is required to be filed no later than January 10, 2014.

In the Registration Statement on Form S-3
filed today the Company has incorporated by reference its annual report on Form 40-F filed on March 1, 2013.  The Company
recognizes that prior to requesting acceleration of effectiveness of the Registration Statement, the Company will need to file
an amendment to this Registration Statement in order to instead incorporate its annual report on Form 10-K for the fiscal year
ended December 31, 2013.  The Company is an accelerated filer and expects to file its Form 10-K prior to the applicable deadline.
 Immediately following the filing of its Form 10-K, the Company intends to file an amendment to the Registration Statement
on Form S-3 in order to delete the incorporation by reference of its annual report on Form 40-F and to incorporate its annual report
on Form 10-K, as well as to file the necessary auditor and independent engineer consents.

If you have any questions regarding this
letter or the Registration Statement, please do not hesitate to contact the undersigned by phone at 303-892-7348 or via e-mail
at brian.boonstra@dgslaw.com

    Regards,

    /s/ Brian Boonstra

    Brian Boonstra

    Partner

                for

    DAVIS GRAHAM & STUBBS LLP

    1550
    17th Street, Suite 500                ▪               Denver, CO 80202               ▪               303
    892 9400               ▪               fax 303 893 1379               ▪               DGSLAW.COM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        January 28, 2011

Mr. Roger Smith
Chief Financial Officer Ur-Energy Incorporated 10758 W. Centennial Road, Suite 200 Littleton, Colorado 80127
 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended December 31, 2009
Filed March 12, 2010 Response letter dated August 20, 2010 Response letter dated November 4, 2010 Response Letter dated December 17, 2010 Response Letter dated January 18, 2011 File No. 1-33905

   Dear Mr. Smith:
We have completed our review of your filings and do not have any further comments
at this time.
        S i n c e r e l y ,

H. Roger Schwall Assistant Director

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    corr.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

January 18, 2011

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 January 13, 2011 (“SEC 01.13.11 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 remaining comment in the SEC 01.13.11 Reply is reproduced below, together with the Corporation’s response.

  General

 Comment 1.  We note your response to our previous comment number 2 filed December 17, 2010.  Your proposed amendment now contains a range of tons, grade, and contained uranium with respect to exploration potential.  More specifically you state “LC North and LC South, which contain multiple exploration targets and demonstrate the potential to contain 24 to 28 million pounds U3O8 in 20.7 to 24.1 million tons, with an average grade of 0.058% U3O8.”  Referencing section 2.3 (2) of National Instrument 43-101, a potential mineral deposit that is to be the target of further exploration may be disclosed as a range of potential quanity and grade.  Please concur that you will remove the “24 to 28 million pounds U3O8” disclosure in future filings.

Response to Comment 1.

The Corporation concurs that, in its future filings, it will remove the reference to “24 to 28 million pounds U3O8.”

Further, the Corporation understands that the SEC has no further comment with regard to the Corporation’s 2009 Form 20-F, having reviewed the blackline Form 20-F/A provided on December 17, 2010 with the last response letter of the Corporation.  The Corporation will file the Form 20-F/A, as blacklined and conformed.

H. Roger Schwall

Assistant Director, SEC

January 18, 2011

Page 2

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. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        January 13, 2011

Mr. Roger Smith
Chief Financial Officer Ur-Energy Incorporated 10758 W. Centennial Road, Suite 200 Littleton, Colorado 80127
 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended December 31, 2009
Filed March 12, 2010 Response letter dated August 20, 2010 Response letter dated November 4, 2010 Response Letter dated December 17, 2010 File No. 1-33905

   Dear Mr. Smith:
We have reviewed your response letter dated December 17, 2010 and have the
following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If 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 filing and the information you provide in
response to these comments, we may have additional comments.

Form 20-F for Fiscal Year Ending December 31, 2009 filed March 12, 2010

Mr. Roger Smith
Ur-Energy Incorporated January 13, 2011 Page 2

General

1. We note your response to our previous comment number 2 filed December 17,
2010.  Your proposed amendment now contains a range of tons, grade, and contained uranium with respect to exploration potential.  More specifically you state “LC North and LC South, which c ontain multiple exploration targets and
demonstrate the potential to contain 24 to 28 million pounds U3O8 in 20.7 to 24.1 million tons, with an average grade of 0.058% U3O8.”  Referencing section 2.3 (2) of National Instrument 43-101, a potential mineral deposit that is to be the target of further exploration may be disclosed as a range of potential quantity and grade.   Please concur that you will remove the “24 to 28 million pounds U
3O8”disclosure in future filings.
 Closing Comments

  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 Exchange Act of 1934 and all applicable Exchange 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.
In responding to our comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
• 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
• the company 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.

You may contact John Coleman at (202) 551-3610 with questions about
engineering comments.  Please contact me at (202) 551-3740 with any other questions.
         S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
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    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

UNITED  STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4628

DIVISION OF
CORPORATION FINANCE
MAIL STOP 4628
         November  26, 2010

Mr. Roger Smith
Chief Financial Officer
Ur-Energy Incorporated
10758 W. Centennial R oad, Suite 200
Littleton , Colorado  80127

 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended  December 31, 2009
Filed  March 12 , 2010
Response letter dated August 20, 2010
Response letter dated November 4, 2010
File No.  1-33905

Dear Mr. Smith :

We have reviewed your response letter dated November 4 , 2010  and have the
following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested res ponse. If 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 filing and the information you provide in
response t o these comments, we may have additional comments.

Mr. Roger Smith
Ur-Energy Incorporated
November 26 , 2010
Page 2

Form 20-F for Fiscal  Year Ending December 31,  2009 filed March 12, 2010

Engineering Comments

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.

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

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 disclos ure on page 14
of your 20 -F which states the preliminary assessment report can only u se 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.

Closing Comments

 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
Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company
and its management ar e 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.

In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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

Mr. Roger Smith
Ur-Energy Incorporated
November 26 , 2010
Page 3

 the company 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.

You may contact John Coleman  at (202) 551-3610  with questions about
engineering commen ts.  Please contact me at (202) 551 -3740  with any other questions.

        Sincerely,

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

    corr.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

November 4, 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 October 21, 2010 (“SEC Reply”), in regards 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 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 2 but do not concur.  Industry Guide 7 provides clear guidance in regards to exploration stage and development stage projects.  It is our understanding that Canadian NI 43-101 does as well.  Additionally, we note in your response that you consider your project “unique” and indicate you are unable to establish a reserve, even though you presently claim an indicated resource.  All or a portion of an indicated resource may be used to determine a probable reserve with an appropriate feasibility study, therefore we do not agree with your assessment.  Please revise you filing, referring to your projects as exploration stage projects, until you have a proven or probable reserve.

Response to Comment 1.  The Corporation recognizes the Industry Guide 7 definition of “exploration stage company,” and we will so characterize the Corporation in our filings.  The Corporation proposes to revise its disclosures in this regard on a prospective basis.

Comment 2. In reference to your response to our previous comment number 3, our understanding of Canadian NI 43-101 is that a potential mineral deposit that is to be the target of further exploration may be disclosed as a range of potential quantity and grade.  However, your disclosure includes a range of contained pounds of U3O8, rather than a range of quantity and grade.

H. Roger Schwall

Assistant Director, SEC

November 4, 2010

Page 2

Please advise or revise.  Additionally, please ensure all estimates in your filing are disclosed as quantity and grade, versus solely contained pounds of U3O8.

Response to Comment 2. The Corporation proposes to insert the following underscored language into the eighth paragraph on page 15, and the sixth paragraph on page 35 of the 2009 Form 20-F:

On August 12, 2009, the Corporation announced the results of geologic evaluations of the Lost Creek Permit Area and adjacent properties held by the Corporation, namely, LC North and LC South, which contain multiple exploration targets and demonstrate the potential to contain 24 to 28 million pound U3O8 (not an NI 43-101 compliant resource). Individual redox fronts (reduction – oxidation fronts) which are amenable to ISR mining technology are commonly in the range of 10 to 20 feet (3 to 6 meters) thick.  Depths of mineralization are from 200 feet to 900 feet with GTs (Grade X Thickness) of 0.3 to 2.23 (averaging 0.7), with an assumption, based upon knowledge of roll fronts in the Great Divide Basin, of 50 - 100 foot width, all of which are similar to the Lost Creek deposit.  These potential quantity and grade ranges are conceptual in nature, only. There has been insufficient exploration to define a mineral resource.  . . .

The Corporation will also ensure going forward that all estimates in its filings include ranges of quantity and grade where contained pounds of U3O8 are referenced.

Lost Creek Project page 12

Comment 3.  We note in response to our previous comment 5 you state that your resource is based on drill holes spaced closely enough for geological and grade continuity.  However in your response to our previous comment number 2, you reference your 2008 Lyntek technical report and state your resource is considered to be too speculative geologically to have economic consideration.  These two statements appear to be conflicting statements.  Please advise or revise.  In addition, please tell us if you have an indicated resource as defined by the CIM definition.

Response to Comment 3.  Based upon the CIM Definition Standards, the Corporation’s Lost Creek project has a reported NI 43-101 Indicated Mineral Resource of 9.8 million pounds of U3O8.

As noted in the Corporation’s response to comment number 5, the Corporation’s Indicated Mineral Resource is based on the CIM definition which contemplates both geologic continuity and economic considerations:  “that part of a Mineral Resource for which quantity, grade or quality . . . can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters to support mine planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques [including from] drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.”

H. Roger Schwall

Assistant Director, SEC

November 4, 2010

Page 3

Consistent with this statement, the Corporation’s response to comment number 2 discusses the ability to determine a mineral reserve – in contrast to a mineral resource – and references the 2008 Lyntek Report, in which Lyntek explains that its preliminary assessment of the Lost Creek Project can only use the foregoing Indicated Mineral Resource because, due to the nature of the ISR mining project, there is insufficient delineation of the project for economic consideration as a mineral reserve.  Item 4.B at page 19.

Comment 4.  We note your response to our previous comment 6 in regards to the reasonable prospect of economic extraction.  In addition, we note you used a base case price of $80 per pound U3O8 in your Lost Creek preliminary assessment.  While we believe that the use of the three-year average price is more appropriate for the estimation of reserves and resources in order to determine the reasonable prospect for economic extraction, please tell us the basis for the prices you used to determine your resources.

Response to Comment 4.  The basis for the prices used by the Corporation is identified in the 2008 Lyntek Report.  Item 4.B at page 20 (excerpt from Lyntek 2008 Preliminary Assessment).  The 2008 Lyntek Report specifies that a price between the then-current spot and long term prices of uranium was selected, as Lyntek “used a price forecast of $80 as an indicator of likely uranium prices in the future,” for its base case analysis. The 2008 Lyntek Report presents eight economic analyses to assist with the evaluation of potential cost variances based upon the uranium prices at the time (both spot and long-term contracts and contingencies), and further concludes that, “[b]ecause of the volatility of uranium prices, this price appears to be a reasonable price upon which the project’s economics can be based.  To allow for the volatility of the uranium price, we have assumed a price swing potential of $40 per pound of U3O8 and developed additional economic cases upon those swings to allow stakeholders to properly evaluate the potential economics of the project under possible price conditions.”  The analyses conclude that the deposit allows economic recovery at or over $40 per pound U3O8.  Further, the 2008 Lyntek Report excerpt includes the cautionary language that, due to “the extreme difficulty in forecasting current uranium prices, it is recommended that stakeholders pay particular attention to the lower limit price forecast as a measure of evaluating risk for the project.”

On a going forward basis, the Corporation will include in its filings information regarding spot and long-term uranium prices to be used in consideration of the resource and reserve estimates which appear in the Corporation’s filings.  See also response to No. 5, below.

Comment 5.  In an appropriate location of your filing, please include a discussion in regards to the current price of U3O8.

Response to Comment 5.  The Corporation proposes to add the following information and table under Item 3.A providing the spot and long-term contract prices of uranium reflecting the annual three-year history and the monthly six-month history leading to the March 12, 2010 filing date of the 2009 Form 20-F:

           Unlike other commodities, uranium does not trade on an open market.  Contracts are negotiated privately by buyers and sellers. Uranium prices are published by two of the leading industry-recognized

H. Roger Schwall

Assistant Director, SEC

November 4, 2010

Page 4

independent market consultants The Ux Consulting Company, LLC and TradeTech, LLC who publish on their respective websites at http://www.uxc.com/  and http://www.uranium.info.  The following information reflects an average of the prices published by these two consulting groups for the timeframe indicated:

12.31 of [year]

2007

2008

2009

Spot price

$89.50

$52.50

$44.50

LT price

$95

$70

$61

End of [month]

Sept 2009

Oct 2009

Nov 2009

Dec 2009

Jan 2010

Feb 2010

Spot price

$42.88

$48

$45.38

$44.50

$42.38

$41.13

LT price

$64.50

$64.50

$61

$61

$61

$60

In connection with this response to the SEC Reply, 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 -4628

DIVISION OF
CORPORATION FINANC E
MAIL STOP 4628
        October  21, 2010

Mr. Roger Smith
Chief Financial Officer
Ur-Energy Incorporated
10758 W. Centennial R oad, Suite 200
Littleton , Colorado  80127

 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended  December 31, 2009
Filed  March 12 , 2010
Response letter dated August  20, 2010
File No.  1-33905

Dear Mr. Smith :

We have reviewed your response letter dated August 20, 2010  and have the
following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response. If 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 filing and the information you provide in
response to these comments, we may have additional comments.

Mr. Roger Smith
Ur-Energy Incorporated
October 21, 2010
Page 2

Form 20-F for Fiscal  Year Ending December 31,  2009 filed March 12, 2010

Engineering Comments

General

1. We note your response to our previous comment 2  but do not concur.  Industry
Guide 7 provide s clear  guidance in regards to exploration stage and development
stage  projects .  It is our understanding that Canadian NI 43 -101 does as well.
Additionally , we note in your response that you consider your project  “unique”
and indicate you are unable to establish a reserve, even though you presently claim
an indicated resource.  All or a portion of a n indicated resource may be used to
determine  a probable reserve with an appropriate  feasibility study , therefore we do
not agree w ith your assessment .  Please revise you filing , referring to your projects
as exploration stage projects, until you have a proven or probable reserve.

2. In reference to your response to our previous comment number 3, our
understanding of Canadian NI 43 -101 is that a potential mineral deposit that is to
be the target of further exploration may be disclosed as a range of potential
quantity and grade.  However, your disclosure includes a range of contained
pounds of U 3O8, rath er than a range of quantity and grade.  Please advise or
revise.   Additionally, please ensure all estimates in your filing are disclosed as
quantity and grade , versus solely contained pounds of U3O8.

Lost Creek Project page 12

3. We note in re sponse to our previous comment 5 you state that your resource is
based on drill holes spaced closely enough for geological and grade continuity .
However  in your response to our previous comment number 2 , you reference your
2008 Lyntek technical repor t and state your resource is considered to be too
speculative geologically to have economic consideration.  These two statements
appear to be conflicting statements.  Please advise or revise.  In addition, p lease
tell us if you have an indicated resource a s defined by the CIM definition.

4. We note your response to our previous comment 6 in regards to the reasonable
prospect of economic extraction.  In addition, we note you used a base case price
of $80  per pound U 3O8 in your Lost Creek preliminary assessment.  While we
believe that the use of the three -year average price is more appropriate for the
estimation of reserves and resources in order to determine the reasonable prospect
for economic ext raction, please tell us the basis for the prices you used to
determine your resources.

Mr. Roger Smith
Ur-Energy Incorporated
October 21, 2010
Page 3

5. In an appropriate location of your filing, please include a discussion in regards to
the current price of U 3O8.

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain t hat the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange 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.

In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 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

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commiss ion or any person under the federal securities laws of the
United States.

You may contact John Coleman  at (202) 551-3610  with questions about
engineering comments .  Please contact me at (202) 551 -3740  with any other questions.

        Sincerely,

H. Roger Schwall
Assistant Director

CORRESP
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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

August 20, 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 comment letter from the staff (“Staff”) of the United States Securities and Exchange Commission (“SEC”) 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.  The Corporation’s responses to the comments are set forth below.  For convenience, the comments in the SEC Letter are reproduced below.

Engineering Comments

General

1.

Comment 1. We note that your website refers to or uses the terms “measured,” “indicated,” and “inferred,” resources.  If you continue to make references on your web site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with cautionary language comparable to the following:

Cautionary Note to U.S. Investors – The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F which may be secured from us, or from our website at http://www.sec.gov.edgar.shtml.

Please indicate the location of this disclaimer in your response.

H. Roger Schwall

Assistant Director, SEC

August 20, 2010

Page 2

Response to Comment 1. As requested in the SEC Letter, a Cautionary Note to U.S. Investors has been added to the Corporation’s website (www.ur-energy.com), as follows:

Cautionary Note to U.S. Investors:  The terms “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource,” as used on our website are Canadian mining terms that are defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). These Canadian terms are not defined terms under United States Securities and Exchange Commission (“SEC”) Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC by U.S. registered companies.  The SEC permits U.S. companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. Accordingly, note that information contained on this website describing the Company’s “mineral resources” is not directly comparable to information made public by U.S. companies subject to reporting requirements under U.S. securities laws.  U.S. investors are urged to consider closely the disclosure in our Form 20-F which may be secured from us, or online at http://www.sec.gov/edgar.shtml.

This Cautionary Note to U.S. Investors has been included on the following pages on the Corporation’s website: www.ur-energy.com/about-ur-energy/; www.ur-energy.com/lost-creek/; www.ur-energy.com/other-wyoming-projects/; and www.ur-energy.com/technical-reports/.

Information on the Corporation page 10

2.

Comment 2. We note the references to your company as a “development” stage company throughout your disclosure.  As the company does not have a “reserve,” it must be in the “exploration stage,” as defined by Industry Guide 7(a) (1) and (a) (4) (i) respectively.  Please modify your disclosure accordingly, removing all references to “development” or “development stage.”

Response to Comment 2.  Pursuant to Canadian generally accepted accounting principles (“Canadian GAAP”), the Corporation has reported its financials and other disclosures as a “development stage” company, including in its 2009 Form 20-F, which is a dual-purpose document also used as an Annual Information Form that is filed with the securities regulatory authorities in Canada.  Canadian GAAP considers a company which is devoting most of its efforts to developing natural resources to be a development stage enterprise (see AcG-11 Accounting Standards for “enterprises in the development stage” (“AcG-11”), para. 2).  Pursuant to AcG-11, the fact that the enterprise is in the development stage should be disclosed, including the nature of development activities and the planned principal operations of the enterprise (see AcG-11, para. 29 and para. 31).1

1 Generally accepted accounting principles in the United States (“US GAAP”) require similar accounting treatment of development stage companies. Section 915-10-05-1 in the U.S. Accounting Codification (formerly FASB 7), defines a development stage entity as one which, among other things “is devoting most of its time to raising capital, exploring for natural resources and developing natural resources.”

H. Roger Schwall

Assistant Director, SEC

August 20, 2010

Page 3

In accordance with Canadian GAAP, the Corporation is described as “a development stage junior mining company engaged in the identification, acquisition, evaluation, exploration and development of uranium mineral properties in Canada and the United States.”  Item 4.A at page 14.  The Corporation is engaged in the identification, acquisition, evaluation and exploration of various uranium mineral properties, and is currently advancing its Lost Creek project in Wyoming to become a uranium in situ recovery mine as more fully described in the Company’s 2009 Form 20-F.  The development of the Lost Creek deposit toward mine production has included more than 500,000 feet of drilling in the past two years, in order to design and delineate the first two mine units for production.  The design of the production facility is complete and a general contractor selected; long lead-time equipment has been designed, ordered and partially fabricated.  All other equipment and facilities have been designed and bid for purchase or development.  The initial applications for permitting and licensure of the project were submitted nearly three years ago, and have since been progressing through the regulatory processes with federal, state and local authorities.

As described above, the Corporation generally meets the SEC standards of a development stage company set forth in  Industry Guide 7(a)(4)(ii) which defines “Development Stage” to include “all issuers engaged in the preparation of an established commercially minable deposit (reserves) for its extraction which are not in the production stage.”  The Corporation meets this definition, except for “reserves,” as it is currently preparing its Lost Creek deposit for mineral extraction.  The development of uranium in situ recovery projects is unique in mineral extraction, and is not specifically contemplated within the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), or U.S. regulatory, definitions for the ready estimation of a “mineral reserve.”  This is summarized in the 2009 Form 20-F in Item 5 at page 30.  As stated in the National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) 2008 Lyntek Preliminary Assessment for the Lost Creek Project (“Lyntek Report”):  “Since the practice of ISR mining is to drill out individual mine units just prior to mining each unit, this Preliminary Assessment report can only use indicated mineral resources which are considered too speculative geologically to have economic considerations applied to them to be categorized as Mineral Reserves.”  Item 4.B at page 19.  This circumstance is also relevant to the Corporation’s Response to Comment 5, below.

As a result of the mining method and development of the mine (mine unit by mine unit just prior to mining; the Lyntek Report anticipates six mine units), there is no economically reasonable means of determining a mineral reserve of the entire deposit prior to mining.  If the reference to “development stage” is limited to mining companies that only have reserves, an in situ recovery mining company advancing its first project would, therefore, be an exploration stage company one day and a production stage company the next, never permitted to refer to itself as a development stage company. The Corporation believes that the absence of the reference to “development stage” in its disclosure could cause confusion for investors.

Because of the application of Canadian GAAP, and the status of the Lost Creek in situ recovery uranium project, the Corporation has used the terminology “development stage” to satisfy accounting principles and to properly explain that the Corporation is at a development stage

H. Roger Schwall

Assistant Director, SEC

August 20, 2010

Page 4

rather than an exploration stage, which would have different risks, different speculative value, and a different timeline to the expectations upon becoming a production stage company.

3.

Comment 3. We note your disclosure of a non-National Instrument 43-101 compliant resource throughout your filing.  With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101.  Since you disclose that you cannot confirm that such information is in compliance with NI 43-101, you may need to remove disclosure of the related estimates.

Response to Comment 3.  The Corporation believes that the description of new exploration targets on and adjacent to the Lost Creek permit area meets the requirements of NI 43-101.

The disclosure of ranges of quantity and grade, as set forth with certain qualifications, is specifically permitted pursuant to NI 43-101, Section 2.3(2).  Section 2.3(2) provides that “an issuer may disclose in writing the potential quantity and grade, expressed as ranges, of a potential mineral deposit that is to be the target of future exploration if the disclosure (a) includes a statement that the potential quantity and grade is conceptual in nature, that there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource; and (b) states the basis on which the disclosed potential quantity and grade has been determined.”

The Corporation believes that the disclosure regarding these new exploration targets sets forth ranges of quantity and grade of uranium, and resulting estimates regarding a potential deposit, while specifying that it is not describing a compliant resource estimate. Item 4.A at page 15; Item 5 at page 35. The disclosure continues by explaining that the ranges and identification of the new exploration targets are based upon historic drill results and a lengthy, in-depth geologic evaluation performed in 2009 by Corporation geologists in which similarities were identified between the alteration characteristics and grade thickness of the drill data to Lost Creek data. Item 4.A at page 15; Item 5 at page 35. The disclosure further states that the estimate and evaluation are only conceptual in nature, and that there is insufficient exploration to yet define a mineral resource, concluding that it is uncertain whether further exploration will result in delineation of a mineral resource. Item 4.A at page 15; Item 5 at page 35.

Business Overview page 12

4.

Comment 4. Please insert a small-scale map showing the location and access to each material property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F would generally require maps and drawings to comply with the following features:  (1) A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing; (2) A graphical bar scale should be included; (3) Additional representations of scale such as “one

H. Roger Schwall

Assistant Director, SEC

August 20, 2010

Page 5

inch equals one mile” may be utilized provided the original scale of the map has not been altered; (4) A north arrow; (5) An index map showing where the property is situated in relationship to the state or province, etc., in which it was located; and (6)  A title of the map or drawing, and the date on which it was drawn.  In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.  Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Response to Comment 4. The Corporation intends to include, as an amendment to Item 4.B of the 2009 Form 20-F, a map showing the location of the Lost Creek and Lost Soldier projects in the form provided as Schedule A hereto.  Item 4.D (specified in Comment 4) provides a cross reference to Item 4.B for a detailed description and background of each of the Corporation’s material properties, specifically Lost Creek and Lost Soldier.

The Corporation believes that descriptive features requested in reference to the map, such as the geologic reference to the location of the Lost Creek and Lost Soldier deposits (the Great Divide Basin, Wyoming) and detailed descriptions of the geographical locations are consistently made in the Corporation’s narrative disclosures.  See Item 4.A at page 14; Item 4.B at pages16, 21, 22 and 23; Item 5 at pages 30, 32, 33 and 35.

5.

Comment 5. We note your disclosure of economic indicators in this section and throughout your filing that are based on resources and preliminary economic assessments.  These estimates do not have a demonstrated economic viability as may be implied.  Therefore, please remove the financial information developed and/or derived from the possible development of your resources.  This would include your operating cash flow, operating costs, capital expenditures, net present value, and payback period.  Please modify your filing accordingly.

Response to Comment 5. As discussed in Response to Comment 2, above, and summarized in Item 5 at page 30 of the 2009 Form 20-F, the mining method to be used at Lost Creek, in situ recovery, and the CIM definitions of reserves do not permit the financially reasonable, ready estimation of mineral reserves.  Notwithstanding the impracticality of most in situ uranium projects to determine a reportable mineral reserve, it is correctly noted in Comment 6 below, that even an NI 43-101 compliant mineral resource has reasonable prospects of being economically extracted.

The CIM definition of Mineral Resource is “a concentration [of mineral] in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction.”  The CIM definition of Indicated Mineral Resource is “that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        August 09, 2010

Mr. Roger Smith
Chief Financial Officer Ur-Energy Incorporated 10758 W. Centennial Road, Suite 200 Littleton, Colorado 80127
 Re: Ur-Energy Incorporated
  Form 20-F for the Fiscal Year Ended December 31, 2009
Filed March 12, 2010
  File No. 1-33905

   Dear Mr. Smith:
We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If 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 filing and the information you provide in
response to these comments, we may have additional comments.

Mr. Roger Smith
Ur-Energy Incorporated
August 9, 2010 Page 2

Form 20-F for Fiscal Year Ending December 31, 2009 filed March 12, 2010

Engineering Comments
 General

 1. We note that your website refers to or uses the terms “measured,” “indicated,” and “inferred,” resources.  If you continue to make references on your web site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with cautionary language comparable to the following:

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 20-F which may be secured from us, or from our website at http://www.sec.gov/edgar.shtml
.

Please indicate the location of this disclaimer in your response.
 Information on the Corporation page 10

 2. We note the references to your company as a “development” stage company
throughout your disclosure.  As the company does not have a “reserve,” it must be in the “exploration stage,” as defined by Industry Guide 7(a) (1) and (a) (4) (i) respectively.  Please modify your disclosure accordingly, removing all references to “development” or “development stage.”

3. We note your disclosure of a non-National Instrument 43-101 compliant resource
throughout your filing.  With the passage of National Instrument 43-101 in
Canada, disclosure using non-SEC reserve definitions and resource estimates is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.  However, all mineral reserve or resource estimates that you disclose under this provision must meet the standards of National Instrument 43-101.  Since you disclose that you cannot confirm that such information is in compliance with NI 43-101, you may need to remove disclosure of the related estimates.

Mr. Roger Smith
Ur-Energy Incorporated
August 9, 2010 Page 3

Business Overview page 12
 4. Please insert a small-scale map showing the location and access to each material
property, as required by Instruction 1(a) to Item 4.D of Form 20-F.  We believe the guidance in Instruction 1(a) to Item 4.D of Form 20-F  would generally require
maps and drawings to comply with the following features:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale should be included.  Additional representations of scale such as "one inch equals one mile" may be utilized provided the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province, etc., in which it was located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing
 5. We note your disclosure of economic indicators in this section and throughout your filing that are based on resources and preliminary economic assessments.   These estimates do not have a demonstrated economic viability as may be implied.  Therefore, please remove the financial information developed and/or derived from the possible development of your resources.  This would include your operating cash flow, operating costs, capital expenditures, net present value, and payback period.  Please modify your filing accordingly.
 6. All mineral resources have the requirement of reasonable prospects for economic extraction.  This requires the use of preliminary economic, mining, metallurgical, environmental, and pricing information to constrain your mineral envelope.  Please ensure this basic information is disclosed for each of the resource estimates in your filing.  This basic information should include tons, grade, cut-off grade, assumed metal price, mining recovery, and metallurgical recovery.  For

Mr. Roger Smith
Ur-Energy Incorporated August 9, 2010 Page 4

simplicity, we suggest the tonnage and grade for your reserves and/or resources are listed in a table with the economic criteria listed as footnotes.

Closing Comments

 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 Exchange Act of 1934 and all applicable Exchange 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.
In responding to our comments, please provide a written statement from the
company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• 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
• the company 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.

You may contact John Coleman at (202) 551-3610 with questions about
engineering comments.  Please contact me at (202) 551-3740 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director