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1.
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Review: I have reviewed
the Annual Report on Form 20-F (AIF), annual financial statements and
annual MD&A, including, for greater certainty, all documents and
information that are incorporated by reference in the Annual Report on
Form 20-F (AIF) (together, the "annual filings") of Ur-Energy Inc. (the
"issuer") for the financial year ended December 31,
2009.
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2.
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No misrepresentations:
Based on my knowledge, having exercised reasonable diligence, the
annual filings do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated or that is necessary
to make a statement not misleading in light of the circumstances under
which it was made, for the period covered by the annual
filings.
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3.
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Fair Presentation:
Based on my knowledge, having exercised reasonable diligence, the
annual financial statements together with the other financial information
included in the annual filings fairly present in all material respects the
financial condition, results of operations and cash flows of the issuer,
as of the date of and for the periods presented in the annual
filings.
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4.
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Responsibility: The
issuer's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (DC&P)
and internal control over financial reporting (ICFR), as those terms are
defined in National Instrument 52-109 Certification of Disclosure in
Issuers' Annual and Interim Filings, for the
issuer.
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5.
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Design: Subject to the
limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's
other certifying officer(s) and I have, as at the financial year
end
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(a)
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designed
DC&P, or caused it to be designed under our supervision, to provide
reasonable assurance that
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(i)
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material
information relating to the issuer is made known to us by others,
particularly during the period in which the annual filings are being
prepared; and
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(ii)
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information
required to be disclosed by the issuer in its annual filings, interim
filings or other reports filed or submitted by it under securities
legislation is recorded, processed, summarized and reported within the
time periods specified in securities legislation;
and
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(b)
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designed
ICFR, or caused it to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with the issuer's
GAAP.
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5.1
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Control Framework: The
control framework the issuer's other certifying officer(s) and I used to
design the issuer's ICFR is similar to that of the Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO).
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5.2
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N/A
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5.3
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N/A
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6.
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Evaluation: The
issuer's other certifying officer(s) and I
have
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(a)
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evaluated,
or caused to be evaluated under our supervision, the effectiveness of the
issuer's DC&P at the financial year end and the issuer has disclosed
in its annual MD&A our conclusions about the effectiveness of DC&P
at the financial year end based on that evaluation;
and
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(b)
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evaluated,
or caused to be evaluated under our supervision, the effectiveness of the
issuer's ICFR at the financial year end and the issuer has disclosed in
its annual MD&A
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(i)
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our
conclusions about the effectiveness of ICFR at the financial year end
based on that evaluation; and
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(ii)
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N/A.
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7.
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Reporting changes in ICFR:
The issuer has disclosed in its annual MD&A any change in the
issuer's ICFR that occurred during the period beginning on January 1, 2009
and ended on December 31, 2009 that has materially affected, or is
reasonably likely to materially affect, the issuer's
ICFR.
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8.
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Reporting to the issuer’s
auditors and board of directors or audit committee: The issuer's
other certifying officer(s) and I have disclosed, based on our most recent
evaluation of ICFR, to the issuer's auditors, and the board of directors
or the audit committee of the board of directors any fraud that involves
management or other employees who have a significant role in the issuer's
ICFR.
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/s/
Roger Smith
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Roger
Smith
Chief
Financial Officer
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