Filed by Automated Filing Services Inc. (604) 609-0244 - Ur-Energy Inc. - Form 40-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F

[X] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended:____________ Commission File Number ____________

UR-ENERGY INC.
(Exact name of Registrant as specified in its charter)

N/A
(Translation of Registrant’s name into English (if applicable))

Canada
(Province or other jurisdiction of incorporation or organization)

1040
(Primary Standard Industrial Classification Code Number (if applicable))

N/A
(I.R.S. Employer Identification Number (if applicable))

10758 W. Centennial Road, Suite 200
Littleton, Colorado 80127
(720) 981-4588
(Address and telephone number of Registrant’s principal executive offices)

Thomas M. Rose
Troutman Sanders LLP
222 Central Park Avenue, Suite 2000
Virginia Beach, Virginia 23462
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

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, without par value American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[   ] Annual information form [   ] Audited annual financial statements


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: N/A

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

YES  [   ]  82- [   ]    NO [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

YES [   ]   NO [X]


FORWARD-LOOKING STATEMENTS

              The Exhibits incorporated by reference into this Registration Statement contain forward-looking statements concerning anticipated developments in the operations of Ur-Energy Inc. (the “Registrant”) in future periods, planned exploration activities, the adequacy of the Registrant’s financial resources and other events or conditions that may occur in the future. Forward-looking statements are frequently, but not always, identified by words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,” “potential,” “possible” or the negative or other similar expressions, or statements that events, conditions or results “will,” “may,” “could” or “should” occur or be achieved. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Registrant or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, those described in (i) the Annual Information Form of the Registrant filed as Exhibit 3 to this Registration Statement, (ii) the final short form prospectus filed as Exhibit 75 to this Registration Statement, and (iii) the Supplemental Risk Factors filed as Exhibit 1 to this Registration Statement.

              The Registrant’s forward-looking statements contained in the Exhibits incorporated by reference into this Registration Statement are made as of the respective dates set forth in such Exhibits. Such forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. In preparing this Registration Statement, the Registrant has not updated such forward-looking statements to reflect any change in circumstances or in management’s beliefs, expectations or opinions that may have occurred prior to the date hereof, nor does the Registrant assume any obligation to update such forward-looking statements in the future. For the reasons set forth above, investors should not place undue reliance on forward-looking statements.

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

              The Registrant is permitted, under a multi-jurisdictional disclosure system adopted by the United States, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its financial statements, which are filed with this report on Form 40-F in accordance with Canadian generally accepted accounting practices (“GAAP”), and they may be subject to Canadian auditing and auditor independence standards. Such financial statements may not be comparable to financial statements prepared in accordance with United States GAAP. Significant differences between Canadian GAAP and United States GAAP pertaining to the Registrant are described in Note 15 to the Audited Annual Consolidated Financial Statements for the years ended December 31, 2006 and 2005, which are filed as Exhibit 10 to this Registration Statement.

RESOURCE AND RESERVE ESTIMATES

              The terms “Mineral Reserve”, “Proven Mineral Reserve” and “Probable Mineral Reserve” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) CIM Standards on Mineral Resources and Mineral Reserves, adopted by the CIM council, as may be amended from time to time by the CIM. These definitions differ from the definitions in the United States Securities and Exchange Commission (the “Commission”) Industry Guide 7 (“Industry Guide 7”) under the United States Securities Act of 1933, as amended. Under Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve, or cash flow analysis to designate reserves, and the primary environmental analysis or report must be filed with the appropriate governmental authority.

              In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the Commission. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.


              Accordingly, information contained in this report and the documents incorporated by reference herein containing descriptions of our mineral deposits is not comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS

              In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 1 through 90 as set forth in the Exhibit Index attached hereto.

              In accordance with General Instruction C.(2) of Form 40-F, the Registrant hereby incorporates by reference: (i) Exhibit 10, the Audited Annual Consolidated Financial Statements of the Registrant for the years ended December 31, 2006 and 2005, including a reconciliation to United States GAAP as required by Item 17 of Form 20-F, (ii) Exhibit 4, Management’s Discussion and Analysis for the year ended December 31, 2006, all as set forth in the Exhibit Index attached hereto.

              In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed written consents of certain experts named in the foregoing Exhibits as Exhibits 88 through 90, inclusive, as set forth in the Exhibit Index attached hereto.

OFF BALANCE SHEET ARRANGEMENTS

              The Registrant has no off-balance sheet arrangements.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

              The following table lists, as of September 30, 2007, information with respect to the Registrant’s known contractual obligations:



Contractual Obligations
Payments Due by Period (All amounts in US dollars)

Total
Less than 1
year

1 to 3 years

4 to 5 years

After 5 years
Office operating leases (1) $614,300 $215,000 $224,400 $174,900 $Nil

(1)

The Registrant is committed to an operating lease for office premises in Littleton, Colorado. This operating lease has a term extending to January 2009. The Registrant has entered into an operating lease for office premises in Casper, Wyoming. This operating lease has a five year term extending to September 2012.

UNDERTAKINGS

              The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or to transactions in said securities.

CONSENT TO SERVICE OF PROCESS

              Concurrently with the filing of the Registration Statement on Form 40-F, the Registrant will file with the Commission a written Irrevocable Consent and Power of Attorney on Form F-X.

              Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referring the file number of the Registrant.


SIGNATURES

              Pursuant to the requirements of the United States Securities Exchange Act of 1934, as amended, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

  UR-ENERGY INC.
     
     
  By: /s/ W. William Boberg
    W. William Boberg
    President and Chief Executive Officer
     
Date: December 28, 2007  


EXHIBIT INDEX

The following exhibits have been filed as part of the Registration Statement.

Exhibit Description
     
  1 Supplemental Risk Factors
     
  2 Form F-X

Annual Information

  3

Annual Information Form for the Year Ended December 31, 2006

     
  4

Management Discussion and Analysis for the Year Ended December 31, 2006

     
  5

Form 52-109F1 – Certification of Annual Filings – CFO

     
  6

Form 52-109F1 – Certification of Annual Filings – CEO

     
  7

Consent of author C. Stewart Wallis, P. Geo., of Scott Wilson Roscoe Postle Associates Inc. (NI 43-101) dated March 29, 2007

     
  8

Consent of author John D. Charlton, P. Geo. (NI 43-101) dated March 29, 2007

     
  9

ON Form 13-502F1– Annual Participation Fee for Reporting Issuers for the Year Ended December 31, 2006

     
  10

Audited Annual Consolidated Financial Statements for the Years Ended December 31, 2006 and 2005, including a United States GAAP reconciliation

Quarterly Information

  11

Management Discussion and Analysis for the Three-Month Period Ended March 31, 2007

     
  12

Unaudited Interim Consolidated Financial Statements for the Three-Month Period Ended March 31, 2007

     
  13

Form 52-109F2 – Certification of Interim Filings – CFO

     
  14

Form 52-109F2 – Certification of Interim Filings – CEO

     
  15

Management Discussion and Analysis for the Three-Month Period Ended June 30, 2007

     
  16

Unaudited Interim Consolidated Financial Statements for the Three-Month Period Ended June 30, 2007

     
  17

Form 52-109F2 – Certification of Interim Filings – CFO

     
  18

Form 52-109F2 – Certification of Interim Filings – CEO

     
  19

Management Discussion and Analysis for the Three-Month Period Ended September 30, 2007

     
  20

Unaudited Interim Consolidated Financial Statements for the Three-Month Period Ended September 30, 2007

     
  21

Form 52-109F2 – Certification of Interim Filings – CFO

     
  22

Form 52-109F2 – Certification of Interim Filings – CEO

Alternative Monthly Reports

  23

Alternative Monthly Report dated May 4, 2007




  24

Alternative Monthly Report dated June 7, 2007

Shareholder Meeting Materials

  25

Confirmation of Notice of Meeting and Record Date dated March 9, 2007

     
  26

Notice of Meeting dated April 12, 2007

     
  27

Management Proxy Circular dated April 12, 2007

     
  28

Form of proxy for the annual shareholder meeting on May 18, 2007

     
  29

Notice of mailing dated May 1, 2007

     
  30

Report of proxy voting at the annual shareholder meeting on May 18, 2007

Material Change Reports

  31

Material Change Report dated April 23, 2007

     
  32

Material Change Report dated May 14, 2007

     
  33

Material Change Report dated May 29, 2007

     
  34

Material Change Report dated July 27, 2007

News Releases

  35

Press Release dated January 4, 2007

     
  36

Press Release dated January 11, 2007

     
  37

Press Release dated January 15, 2007

     
  38

Press Release dated January 16, 2007

     
  39

Press Release dated February 23, 2007

     
  40

Press Release dated February 26, 2007

     
  41

Press Release dated February 28, 2007

     
  42

Press Release dated April 11, 2007

     
  43

Press Release dated April 17, 2007

     
  44

Press Release dated April 17, 2007

     
  45

Press Release dated April 23, 2007

     
  46

Press Release dated May 1, 2007

     
  47

Press Release dated May 9, 2007

     
  48

Press Release dated May 10, 2007

     
  49

Press Release dated May 10, 2007

     
  50

Press Release dated May 22, 2007

     
  51

Press Release dated June 4, 2007

     
  52

Press Release dated June 7, 2007

     
  53

Press Release dated June 11, 2007

     
  54

Press Release dated June 18, 2007

     
  55

Press Release dated June 25, 2007




  56

Press Release dated June 26, 2007

     
  57

Press Release dated July 11, 2007

     
  58

Press Release dated July 24, 2007

     
  59

Press Release dated July 24, 2007

     
  60

Press Release dated July 26, 2007

     
  61

Press Release dated August 2, 2007

     
  62

Press Release dated August 23, 2007

     
  63

Press Release dated August 29, 2007

     
  64

Press Release dated September 19, 2007

     
  65

Press Release dated September 24, 2007

     
  66

Press Release dated October 25, 2007

     
  67

Press Release dated October 31, 2007

     
  68

Press Release dated November 8, 2007

     
  69

Press Release dated November 9, 2007

     
70 Press Release dated December 20, 2007

Prospectuses

71

Preliminary short form prospectus dated April 23, 2007

     
72

Consent of W. William Boberg (NI 43-101) dated April 23, 2007

     
73

Consent of author John D. Charlton, P. Geo. (NI 43-101), dated April 23, 2007

     
74

Consent of author C. Stewart Wallis, P. Geo., of Scott Wilson Roscoe Postle Associates Inc. (NI 43-101) dated April 23, 2007

     
75

MRRS Decision Document (Preliminary)

     
76

Final short form prospectus dated May 1, 2007

     
77

Consent of author C. Stewart Wallis, P. Geo., of Scott Wilson Roscoe Postle Associates Inc. (NI 43-101) dated May 1, 2007

     
78

Consent of author John D. Charlton, P. Geo. (NI 43-101), dated May 1, 2007

     
79

Consent of W. William Boberg (NI 43-101) dated May 1, 2007

     
80

Consent of Cassels Brock & Blackwell LLP dated May 1, 2007

     
81

Consent of McCarthy Tétrault LLP dated May 1, 2007

     
82

Consent of PricewaterhouseCoopers LLP dated May 1, 2007

     
83

MRRS Decision Document (Final)

Material Agreements

84

Employment Agreement between Ur-Energy USA, Inc. and W. William Boberg dated January 1, 2007

     
85

Employment Agreement between Ur-Energy USA, Inc. and Harold A. Backer dated January 1, 2007

     
86

Employment Agreement between Ur-Energy USA, Inc. and Jeffrey Klenda dated January 1, 2007

     
87

Employment Agreement between Ur-Energy USA, Inc. and Wayne W. Heili dated February 19, 2007

 


Consents

88

Consent of author C. Stewart Wallis, P. Geo., of Scott Wilson Roscoe Postle Associates Inc.

     
89

Consent of author John D. Charlton, P. Geo.

     
90

Consent of PricewaterhouseCoopers LLP