EXHIBIT 10.17

AMENDMENT 2020-01 TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2020-1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Amendment”) is entered into between Roger L. Smith (“Mr. Smith”) and Ur‑Energy USA Inc. (“Corporation”) to be effective December 10, 2020.

WHEREAS, Mr. Smith and the Corporation entered into that certain Amended and Restated Employment Agreement originally effective as of May 1, 2008, as subsequently amended from time to time (“Agreement”) whereby Mr. Smith agreed to be employed by and the Corporation agreed to employ Mr. Smith as President (and as Chief Financial Officer and Chief Administrative Officer of Ur-Energy Inc.) in accordance with the Agreement;

WHEREAS, the Corporation wishes to further amend and restate certain sections of Article 3 of the Agreement, to which Mr. Smith agrees, and which necessitates this further amendment to the Agreement.

WHEREAS. Ur-Energy Inc. acknowledges its rights and obligations under the Agreement and this Amendment;

NOW, THEREFORE, for mutual consideration as set forth, the parties agree as follows:

1. The parties agree that the provisions of Article 3 of the Agreement are amended and restated in their entirety and shall read as follows:

(1) It is understood and agreed that any termination of this Agreement shall result in the termination of Mr. Smith’s service as Chief Financial Officer and Chief Administrative Officer of Ur‑Energy and any other position as an officer of Ur-Energy and its Affiliates unless the parties shall agree otherwise at the time of termination by further written agreement.

(2) Mr. Smith may terminate this Agreement by giving Ur-Energy ninety (90) days prior notice in writing pursuant to the provisions of Section 4.01, below. Such notice is excused in the event of death or if disability occurs and makes such notice impracticable.

(3) Ur-Energy, through the Corporation, may terminate this Agreement at any time for just cause without prior notice or pay in lieu of notice. For the purposes of this Section, “just cause” shall include but is not limited to:

(4) Ur-Energy, through the Corporation, may terminate this Agreement and Mr. Smith’s employment for any other reason which does not violate this Agreement or applicable law. Upon such termination, Ur-Energy will provide Mr. Smith with a lump sum payment equivalent to thirty (30) months’ of his base salary in effect on such termination to be paid on the sixtieth (60th) day after Mr. Smith’s “separation from service” as defined for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (except as otherwise provided in Section 4.15(2) below), provided Mr. Smith has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors. A requirement by the Corporation, Ur-Energy or its Affiliates, that Mr. Smith relocate to an office that is in Canada, at Mr. Smith’s option (notice of which must by given by Mr. Smith within thirty (30) days of being notified of the required relocation), will be deemed to be a termination of this Agreement by Ur-Energy, through the Corporation, pursuant to this Section 3.01(4).

(5) In the event of a Change of Control of Ur-Energy (as defined below) Mr. Smith may terminate this Agreement and his employment within twelve (12) months after such Change of Control for any reason. Upon such termination, Ur-Energy will provide Mr. Smith with a lump sum payment equivalent to thirty (30) months’ of his base salary in effect on such termination to be paid on the sixtieth (60th) day after Mr. Smith’s “separation from service” as defined for purposes of Section 409A of the Code (except as otherwise provided in Section 4.15(2) below), provided Mr. Smith has signed and not revoked a release in the form determined by, and in favor of, Ur-Energy and its Affiliates or their successors.

“Change of Control” shall have occurred on the happening of any of the following events:

(6) Upon the termination of Mr. Smith’s employment pursuant to Section 3.01(4) above or upon a Change of Control of Ur-Energy (as defined above), the Corporation shall establish a trust, substantially in the form attached hereto as Exhibit A or in such other form as the parties may mutually agree (the “Trust”). At such time, the Corporation will contribute to the Trust an amount equal to thirty (30) months’ of Mr. Smith’s then current base salary. If Mr. Smith is terminated in accordance with Section 3.01(4) or if Mr. Smith terminates employment in accordance with this Section 3.01(5) after a Change of Control, any severance amounts payable to Mr. Smith pursuant to Sections 3.01(4) or 3.01(5), as applicable, will be paid first out of the Trust. The parties intend that the Trust shall be structured so that Mr. Smith will not be considered to be in constructive receipt of income or incur an economic benefit solely on account of adoption or maintenance of the Trust. The assets of the Trust shall at all times be subject to the claims of the Corporation’s general creditors until distributed to Mr. Smith.

(7) The parties agree that if this Agreement is terminated by Ur-Energy, through the Corporation, without cause, the payment to Mr. Smith in accordance with the preceding Section 3.01 shall be inclusive of any statutory amounts required by law upon termination of employment.

2. The parties agree that all remaining terms and conditions of the Agreement shall remain unchanged and in full force and effect. All capitalized terms used but not otherwise defined herein have the defined meanings given to them in the Agreement.

IN WITNESS WHEREOF the parties have duly executed this Amendment 2020-1 to Amended and Restated Employment Agreement as indicated below.

The rights and obligations of this Agreement are acknowledged and agreed by Ur-Energy Inc. and Ur‑Energy Inc. agrees to be bound as such rights and obligations apply to Ur-Energy Inc.