Exhibit
10.1


 


	 	Agreement
	 	 
	 	 
	Second Amendment

 Agreement - Facility

 Agreement	 
	 	 
	
        Ur-Energy USA Inc.

         

        Ur-Energy Inc.

         

        Pathfinder Mines Corporation

         

        RMB Australia Holdings Limited

         

        RMB Resources, a division of FirstRand Bank Limited (London
        Branch)
	 


 




     


     


    

 


Contents


 


Table of contents


 


	1	Definitions and interpretation	4
	 	1.1	Definitions	4
	 	1.2	Interpretation	4
	 	1.3	Interpretation of inclusive expressions	4
	 	1.4	Incorporated definitions	4
	 	1.5	Agreement components	5
	 	 	 
	2	Amendment	5
	 	2.1	Amendment to Facility Agreement	5
	 	2.2	Amendments not to affect validity, rights, obligations	5
	 	2.3	Confirmation	5
	 	2.4	Guarantor acknowledgments	5
	 	 	 
	3	Representations and Warranties	5
	 	 	 
	4	General	6
	 	4.1	Governing law and jurisdiction	6
	 	4.2	Further action	6
	 	4.3	Costs and expenses	6
	 	4.4	Stamp duty	6
	 	4.5	Counterparts	6
	 	4.6	Attorneys	6
	 	 	 
	 	Schedule 1	 
	 	 	 
	 	Amendments to Facility Agreement	7
	 	 	 
	 	Signing page	9


 


	 	Herbert Smith Freehills owns the copyright in this document and using it without permission is strictly prohibited.


 




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	Second Amendment Agreement - Facility Agreement
	 
	 
	Date ► 	2015	 
	 	 	 
	Between the parties	 	 
	 	 	 


 


	Borrower	 	
        Ur-Energy USA Inc.

         

        a corporation incorporated
        under the laws of Colorado of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127

         

        (Borrower)

	 	 	 
	Parent	 	
        Ur-Energy Inc.

         

        a company continued under
        the Canada Business Corporations Act having company number 437428-2 of 10758 West Centennial Road, Suite 200, Littleton, Colorado,
        80127

         

        (Parent)

	 	 	 
	Pathfinder	 	
        Pathfinder Mines Corporation

         

        a corporation incorporated under the laws of Delaware, United
        States of America of 10758 West Centennial Road, Suite 200, Littleton, Colorado, 80127

         

        (Pathfinder)

	 	 	 
	Financier	 	
        RMB Australia Holdings Limited

         

        a company existing under the laws of Australia having registration
        number ACN 003 201 214 of Level 13, 60 Castlereagh Street, Sydney, New South Wales 2000, Australia

         

        (Financier)

	 	 	 
	Agent	 	
        RMB Resources, a division of FirstRand Bank Limited (London
        Branch) 

         

        registered in England & Wales (Branch Registration No. BR10027)
        of 2-6 Austin Friars, London EC2N2HD

         

        (Agent)



 




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	Background	 	
        1   The
        parties are party to the Facility Agreement

         

        2   The
        parties wish to amend the Facility Agreement in the manner set out in this agreement.

	 	 	 
	The parties agree:	 	as set out in the operative part of this agreement, in consideration of, among other things,
the mutual promises contained in this agreement.


 




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	1	Definitions
    and interpretation


 


		1.1	Definitions



 


The meanings of the terms used in this document
are set out below.


 


	Term	 	Meaning
	 	 	 
	Amended Facility Agreement	 	the Facility Agreement as amended in accordance with clause 2.
	 	 	 
	Effective Date	 	the date of this agreement.
	 	 	 
	Facility Agreement	 	
        the facility agreement dated 24 June 2013 between certain parties
        to this agreement, as amended by:

         

        1   the
        agreement entitled ‘Amendment and Restatement Agreement – Facility Agreement’ dated 27 August 2013 between certain
        parties to this agreement;

         

        2   the
        agreement entitled ‘Amendment Agreement – Facility Agreement’ dated 19 December 2013 between certain parties
        to this agreement; and

         

        3   the
        agreement entitled ‘Second Amendment and Restatement Agreement – Facility Agreement’ dated on or around 15 March
        2015 between the parties to this agreement. 



 


		1.2	Interpretation



 


		(a)	This agreement is supplemental to the Facility Agreement.



  


		(b)	The principles of interpretation contained in clause 1.2 of the Facility Agreement apply, with any necessary changes, to this
agreement.



 


		1.3	Interpretation of inclusive expressions



 


Specifying anything in this agreement after the
words ‘includes’ or ‘for example’ or similar expressions does not limit what else is included unless there
is express wording to the contrary.


 


		1.4	Incorporated definitions



 


A word or phrase, other than one defined in clause 1.1,
defined in the Amended Facility Agreement has the same meaning when used in this agreement.


 




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		1.5	Agreement components



 


This agreement includes any schedule.


 


		2	Amendment



 


		2.1	Amendment to Facility Agreement



 


On and with effect from the Effective Date, the
Facility Agreement is amended as set out in Schedule 1.


 


		2.2	Amendments not to affect validity, rights, obligations



 


		(a)	The amendments to the Facility Agreement in clause 2.1 do not affect the validity or enforceability of the Facility Agreement,
Amended Facility Agreement or any other Transaction Document.



 


		(b)	Except as expressly set out in this agreement, nothing in this agreement:



 


		(1)	prejudices or adversely affects any right, power, authority, discretion or remedy; or



 


		(2)	discharges, releases or otherwise affects any liability or obligation 



 


arising
under the Facility Agreement, Amended Facility Agreement or any other Transaction Document before the Effective Date.


 


		2.3	Confirmation



 


		(a)	On and with effect from the Effective Date, each party is bound by the Amended Facility Agreement.



 


		(b)	Each party acknowledges and agrees that this agreement is a ‘Transaction Document’ as defined in, and for all purposes
under, the Amended Facility Agreement.



 


		2.4	Guarantor acknowledgments



 


Each Guarantor confirms that its obligations under
its Guarantee in the Facility Agreement continue to apply despite the amendments contemplated or effected by this agreement.


 


		3	Representations and Warranties



 


Each Transaction Party affirms and repeats each
of the representations and warranties given by it in clause 8 of the Amended Facility Agreement as if it were made at the date
of execution of this agreement with respect to the facts and circumstances then subsisting.


 




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		4	General



 


		4.1	Governing law and jurisdiction



 


		(a)	This agreement is governed by the laws of the State of Colorado and the laws of the United States of America which are applicable
in the State of Colorado.



 


		(b)	Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State or Federal courts of the State
of Colorado.



 


		4.2	Further action



 


Each party must do all things and execute all further
documents necessary to give full effect to this agreement.


 


		4.3	Costs and expenses



 


The Borrower must pay all reasonable costs and expenses
of the Finance Parties in relation to the negotiation, preparation, execution, delivery, stamping and completion of this agreement.


 


		4.4	Stamp duty



 


The Borrower must pay any stamp duty or similar
Tax which is payable in connection with the execution or performance of this agreement.


 


		4.5	Counterparts



 


		(a)	This agreement may be executed in any number of counterparts.



 


		(b)	All counterparts, taken together, constitute one instrument.



 


		(c)	A party may execute this agreement by signing any counterpart.



 


		4.6	Attorneys



 


Each of the attorneys executing this agreement states
that the attorney has no notice of the revocation of the power of attorney appointing that attorney.


 




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Schedule 1


 


Amendments to Facility Agreement


 


		(a)	Clause 1.1 is amended by inserting the definition of ‘Tranche 2 Facility Repayment Amount’ below the definition
of ‘Tranche 2 Facility Principal Outstanding’:



 


	Tranche 2 Facility Repayment Amount	each of the amounts set out in column 2 of the table located in clause 5.3(a) of this agreement. 


 


		(b)	The definition of ‘Final Repayment Date’ and ‘Tranche 2 Facility Repayment Date’ in clause 1.1 are
deleted and replaced with the following:



 


	Final Repayment Date	31 December 2016.
	Tranche 2 Facility Repayment Date	each of the dates set out in column 1 of the table located in clause 5.3(a) of this agreement. 


 


		(c)	The content of clause 5.3 is deleted and replaced with the following:



 


5.3  Repayment – Tranche 2 Facility


 


		(a)	The Borrower must repay the Tranche 2 Facility Principal Outstanding by paying, on each Tranche 2 Facility Repayment Date,
the Tranche 2 Facility Repayment Amount in accordance with the following table:



 


	Repayment Date	 	Repayment

Amount	 	Tranche 2

Facility Principal

Outstanding
	 	 	 	 	 
	31 March 2016	 	US $265,625	 	US $3,234,375
	 	 	 	 	 
	30 June 2016	 	US $1,078,125	 	US $2,156,250


 




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	Repayment Date	 	Repayment

Amount	 	Tranche 2

Facility Principal

Outstanding
	 	 	 	 	 
	30 September 2016	 	US $1,078,125	 	US $1,078,125
	 	 	 	 	 
	31 December 2016	 	US $1,078,125	 	0


 


		(b)	The Tranche 2 Facility Commitment and the Trance 2 Facility Principal Outstanding under the Tranche 2 Facility is reduced on
each Tranche 2 Facility Repayment Date by the amount paid in accordance with clause 5.3(a).



 


		(d)	The Notice Details for the Agent in Schedule 1 are deleted and replaced with the following:



 


	Address:	Level 15, 60 Castlereagh Street, Sydney, New South Wales, 2000, Australia
	 	 
	Attention:	Arnold Vogel
	 	 
	Facsimile:	+61 2 9256 6291
	 	 
	Email:	arnold.vogel@rmbresources.com.au


 


		(e)	The ‘Address’ section in the Notice Details for the Financier in Schedule 1 is deleted and replaced with the following:



 


	Address:	Level 15, 60 Castlereagh Street, Sydney, New South Wales 2000, Australia


 




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	Executed
    as an agreement 	Signing
    page


  


	 	Borrower
	 	 
	 	
        Signed for

        Ur-Energy USA Inc.

        by its authorized signatory

	 	 
	sign here ►	 /s/
Roger L. Smith	 
	 	Authorized Signatory	 
	 	 	 
	print name	Roger L. Smith, President	 
	 
	 	Parent
	 	 
	 	
        Signed for

        Ur-Energy Inc.

        by its authorized signatory

	 	 
	sign here ►	 /s/ Roger
L. Smith	 
	 	Authorized Signatory	 
	 	 	 
	print name	Roger L. Smith, CFO/CAO	 
	 
	 	Pathfinder
	 	 
	 	
        Signed for

        Pathfinder Mines Corporation

        by its authorized signatory

	 	 
	sign here ►	 /s/ John
W. Cash	 
	 	 	 
	print name	 John W. Cash, President
	 


 




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	 	Agent
	 	 
	 	
        Signed for

        RMB Resources, a division of FirstRand Bank Limited (London
        Branch)

        by its authorized signatory

	 	 
	sign here ►	/s/ Stephen
Peters	 
	 	Authorized Signatory	 
	 	 	 
	print name	Stephen Peters	 
	 	 	 
	sign here ►	/s/ Marcus Dews	 
	 	Authorized Signatory	 
	 	 	 
	print name	Marcus Dews	 
	 	 	 
	 	Financier
	 	 
	 	
        Signed for

        RMB Australia Holdings Limited

        by

	 	 
	sign here ►	/s/ Gregory Gay	 
	 	Director/Secretary	 
	 	 	 
	print name	Gregory Gay	 
	 	 	 
	sign here ►	/s/ Arnold Vogel	 
	 	Director	 
	 	 	 
	print name	Arnold Vogel	 


 




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