As filed with the Securities and Exchange Commission
on March 31, 2014.
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Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF
1933
ENERGY FUELS INC.
(Exact name of Registrant as specified in its charter)
Ontario
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1090
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98-1067994
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(Province or other
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(Primary Standard Industrial
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(I.R.S. Employer Identification
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Jurisdiction of Incorporation
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Classification
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Number, if
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or Organization)
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Code Number)
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applicable)
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225 Union Blvd., Suite 600, Lakewood, Colorado, 80228; (303)
389-4130
(Address and telephone number of Registrants principal
executive offices)
Energy Fuels Resources (USA) Inc.
225 Union Blvd.,
Suite 600
Lakewood, Colorado 80228
(303) 389-4130
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United
States)
Copies to:
Mark Wheeler
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Richard Raymer
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Jason Saltzman
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Energy Fuels Inc.
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James Guttman
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Borden Ladner Gervais LLP
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2 Toronto Street
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Dorsey & Whitney LLP
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Scotia Plaza Tower
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Suite 500
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Brookfield Place
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40 King Street West
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Toronto, ON M5C 2B9
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161 Bay Street
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Toronto, ON M5H 3Y4
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Canada
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Suite 4310
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Canada
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(416) 214-2810
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Toronto, ON M5J 2S1
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(416) 367-6000
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Canada
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(416) 367-7370
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Approximate date of commencement of proposed sale of the
securities to the public:
As soon as practicable after this registration
statement becomes effective
Ontario, Canada
(Principal jurisdiction regulating
this offering)
It is proposed that this filing shall become effective (check
appropriate box below):
A.
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[ ] upon filing with the Commission, pursuant
to Rule 467(a) (if in connection with an offering being made
contemporaneously in the United States and Canada).
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B.
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[x] at some future date (check the appropriate box
below)
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1.
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[ ] pursuant to Rule 467(b) on
( ) at ( ) (designate a time not sooner than 7
calendar days after filing).
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2.
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[ ] pursuant to Rule 467(b) on
( ) at ( ) (designate a time 7 calendar days or
sooner after filing) because the securities regulatory authority in the
review jurisdiction has issued a receipt or notification of clearance on
( ).
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3.
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[ ] pursuant to Rule 467(b) as soon
as practicable after notification of the Commission by the Registrant or
the Canadian securities regulatory authority of the review jurisdiction
that a receipt or notification of clearance has been issued with respect
hereto.
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4.
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[x] after the filing of the next amendment to
this Form (if preliminary material is being filed).
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to the home jurisdictions
shelf prospectus offering procedures, check the following box. [x]
CALCULATION OF REGISTRATION FEE
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Proposed
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Maximum
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Aggregate
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Amount of
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Amount to be
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Offering
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Registration
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Registered(1)
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Price(1)(2)
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Fee(2)
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Title of Each Class of
Securities to be Registered
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Common Shares
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Warrants to Purchase Common Shares
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Units
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Subscription Receipts
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Preferred Shares
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Debt Securities
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Total
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US$100,000,000
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US$100,000,000
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US$ 12,880
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(1)
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There are being registered under this registration
statement such indeterminate number of Common Shares, Warrants to Purchase
Common Shares, Units, Subscription Receipts, Preferred Shares or Debt
Securities of the Registrant as shall have an aggregate initial offering
price of US$100,000,000. Any securities registered by this registration
statement may be sold separately or as units with other securities
registered under this registration statement. The proposed maximum initial
offering price per security will be determined, from time to time, by the
Registrant in connection with the sale of the securities under this
registration statement.
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(2)
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Estimated solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457 of the Securities Act
of 1933, as amended (the U.S. Securities Act).
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The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registration Statement shall become effective as provided in Rule 467 under the U.S. Securities Act or on such date as the Commission, acting
pursuant to Section 8(a) of the U.S. Securities Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR
PURCHASERS
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED MARCH 28, 2014
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
ENERGY FUELS INC.
Common
Shares
Warrants
Subscription Receipts
Preferred
Shares
Units
Debt Securities
US$100,000,000
Energy Fuels Inc. (the
Company
or
Energy
Fuels
) may from time to time offer and issue common shares, warrants to
purchase common shares or debt securities, subscription receipts, preferred
shares, units and debt securities (collectively, the
Securities
), up to
a total price of US$100,000,000 during the 25-month period that this short form
base shelf prospectus (the
Prospectus
), including any amendments
hereto, remains effective. Securities may be offered separately or together, in
amounts, at prices and on terms to be determined based on market conditions at
the time of sale and set forth in one or more accompanying shelf prospectus
supplements (each, a
Prospectus Supplement
).
An investment in the Securities involves a high degree of
risk and must be considered speculative due to the nature of the Companys
business and the present stage of exploration and development of certain of its
properties. Prospective investors should carefully consider the risk factors
described in this Prospectus under
Risk Factors
and
Cautionary Note Regarding Forward-Looking Statements
.
This offering is made by a Canadian issuer that is permitted
under a multi-jurisdictional disclosure system adopted by the United States and
Canada to prepare this Prospectus in accordance with Canadian disclosure
requirements. Prospective investors should be aware that such requirements are
different from those applicable to issuers in the United States. Financial
statements incorporated herein by reference have been prepared in accordance
with International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB), and may not be comparable to
financial statements of United States companies.
Prospective investors should be aware that the acquisition
of the Securities described herein may have tax consequences both in the United
States and in Canada. Such consequences for investors who are resident in, or
citizens of, the United States may not be described fully herein or in any
applicable Prospectus Supplement. Prospective investors should read the tax
discussion contained in this Prospectus under the heading Certain Income Tax
Considerations as well as the tax discussion contained in the applicable
Prospectus Supplement with respect to a particular offering of
Securities.
The enforcement by investors of civil liabilities under
United States federal securities laws may be affected adversely by the fact that
the Company is governed by the laws of Canada, that some of its officers and
directors are residents of Canada, that some or all of the underwriters or
experts named in the registration statement are residents of a foreign country,
and that a portion of the assets of the Company and said persons are located
outside the United States.
Neither the United States Securities and Exchange
Commission, nor any state securities regulator, has approved or disapproved the
Securities offered hereby or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offence.
The specific terms of any offering of Securities will be set
out in the applicable Prospectus Supplement including, where applicable: (i) in
the case of common shares, the number of shares offered, the offering price and
any other specific terms; (ii) in the case of warrants, the designation, number
and terms of common shares or debt securities purchasable on the exercise of the
warrants, any procedures that will result in adjustment of these numbers, the
exercise price, dates and periods of exercise and any other specific terms;
(iii) in the case of subscription receipts, the designation, number and terms of
the subscription receipts and the securities to be acquired upon conversion of
subscription receipts; (iv) in the case of preferred shares, the class, series,
description, number and terms, whether any conversion or exchange rights will be
attached to the preferred shares, and whether the Company or holder may redeem
its preferred shares at its option; (v) in the case of units, the class of
Securities forming part of the units, and the description, number and terms
thereof; and (vi) in the case of debt securities, the designation of the debt
securities, any limit on the aggregate principal amount of the debt securities,
whether payment on the debt securities will be senior or subordinated to the
Companys other liabilities and obligations, whether the debt securities will be
secured by any of the Companys assets or guaranteed by any other person,
whether the debt securities will bear interest, the interest rate or method of
determining the interest rate, whether any conversion or exchange rights will be
attached to the debt securities, whether the Company may redeem the debt
securities at its option and any other specific terms. A Prospectus Supplement
may include specific variable terms pertaining to the Securities that are not
within the alternatives and parameters described in this Prospectus.
All shelf information permitted under applicable laws to be
omitted from this Prospectus will be contained in one or more Prospectus
Supplements that will be delivered to purchasers together with this Prospectus.
Each Prospectus Supplement will be incorporated by reference into this
Prospectus for the purposes of securities legislation as of the date of the
Prospectus Supplement and only for the purposes of the distribution of the
Securities to which the Prospectus Supplement pertains.
The Company may offer and sell the Securities, separately or
together, to or through one or more underwriters or dealers, purchasing as
principals for public offering and sale by them, and also may sell Securities to
one or more other purchasers directly or through agents. The Prospectus
Supplement relating to a particular offering of Securities will identify each
underwriter, dealer or agent, if any, engaged by the Company in connection with
the offering and sale of the Securities, and will set forth the terms of the
offering of such Securities, the method of distribution of such Securities
including, to the extent applicable, the proceeds to the Company and any
discounts, commissions or any other compensation payable to underwriters,
dealers or agents, and any other material terms of the plan of distribution. See
Plan of Distribution.
The outstanding common shares of the Company are listed on the
Toronto Stock Exchange (the
TSX
) under the symbol EFR and on the NYSE
MKT (
NYSE MKT
) under the symbol UUUU. The outstanding convertible
debentures of the Company are listed on the TSX under the symbol EFR.DB. The
Companys head office and registered office is located at 2 Toronto Street,
Suite 500, Toronto, Ontario, Canada, M5C 2B6, telephone (416) 241-2810.
The earnings coverage ratio in respect of the Companys
indebtedness for the 12 months ended December 31, 2013 is less than one-to-one.
See
Earnings Coverage
.
2
Stephen P. Antony, David C. Frydenlund, Bruce D. Hansen, Tae
Hwan Kim, Harold R. Roberts, Gary R. Steele, and Daniel G. Zang, being directors
and/or executive officers of the Company, reside outside of Canada. Each of
Messrs. Antony, Frydenlund, Hansen, Kim, Roberts, Steele and Zang has appointed
Borden Ladner Gervais LLP, 40 King Street West, Toronto, Ontario M5H 3Y4 as
their agent for service of process. Purchasers are advised that it may not be
possible for investors to enforce judgements obtained in Canada against any
person or company that resides outside of Canada, even if the party has
appointed an agent for service.
3
TABLE OF CONTENTS
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Page
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Page
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CAUTIONARY NOTE TO U.S. INVESTORS
CONCERNING ESTIMATES OF MINERAL
RESERVES AND MINERAL
RESOURCES
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5
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EARNINGS COVERAGE
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15
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CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
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5
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DESCRIPTION OF SHARE CAPITAL
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15
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DOCUMENTS INCORPORATED BY
REFERENCE
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7
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DESCRIPTION OF WARRANTS
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16
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RISK FACTORS
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8
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DESCRIPTION OF SUBSCRIPTION RECEIPTS
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17
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PRESENTATION OF FINANCIAL
INFORMATION
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9
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DESCRIPTION OF PREFERRED SHARES
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CURRENCY
PRESENTATION AND
EXCHANGE RATE INFORMATION
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9
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DESCRIPTION OF UNITS
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17
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EXPLANATORY NOTE REGARDING SHARE
CONSOLIDATION
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9
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DESCRIPTION OF DEBT SECURITIES
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THE COMPANY
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CERTAIN INCOME TAX CONSIDERATIONS
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CONSOLIDATED CAPITALIZATION
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INTEREST OF EXPERTS
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USE OF PROCEEDS
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11
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LEGAL MATTERS
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PLAN OF DISTRIBUTION
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AUDITORS, TRANSFER AGENT AND
REGISTRAR
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19
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PRIOR SALES
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13
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AVAILABLE INFORMATION
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TRADING PRICE AND VOLUME
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14
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ENFORCEABILITY OF CERTAIN
CIVIL
LIABILITIES
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DOCUMENTS FILED AS PART OF THE
REGISTRATION STATEMENT
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Only the information contained or
incorporated by reference in this Prospectus should be relied upon. The Company
has not authorized any other person to provide different information. If anyone
provides different or inconsistent information, it should not be relied upon.
The Securities offered hereunder may not be offered or sold in any jurisdiction
where the offer or sale is not permitted. Unless otherwise indicated, the
statistical, operating and financial information contained in this Prospectus is
presented as at March 28, 2014. It should be assumed that the information
appearing in this Prospectus and the documents incorporated by reference herein
are accurate only as of their respective dates. The Companys business,
financial condition, results of operations and prospects may have changed since
those dates.
In this Prospectus, unless stated otherwise, the Company,
Energy Fuels, we, us and our refer to Energy Fuels Inc. and its
consolidated subsidiaries.
4
CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES
OF MINERAL RESERVES AND MINERAL RESOURCES
This Prospectus has been, and any Prospectus Supplement will be, prepared in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws. Unless
otherwise indicated, all reserve and resource estimates included in this Prospectus and any Prospectus Supplement, and in the documents incorporated by reference herein and therein, have been, and will be, prepared in accordance with Canadian
National Instrument 43-101 -
Standards of Disclosure for Mineral Projects
(“
NI 43-101
”) and the Canadian Institute of Mining, Metallurgy and Petroleum classification system. NI 43-101 is a rule developed by the Canadian
Securities Administrators (the “
CSA
”) which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
Canadian standards, including NI 43-101, differ significantly from the requirements of the United States Securities and Exchange Commission (the “
SEC
”), and reserve and resource information contained
or incorporated by reference in this Prospectus and any Prospectus Supplement, and in the documents incorporated by reference herein and therein, may not be comparable to similar information disclosed by companies reporting under United States
standards. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserve”. Under United States standards, mineralization may not be classified as a
“reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC’s disclosure standards normally do not permit
the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do
not constitute “reserves” by United States standards in documents filed with the SEC. United States investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence
and 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, estimated “inferred mineral
resources” may not form the basis of feasibility or prefeasibility studies. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable. Disclosure of
“contained ounces” in a resource estimate is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in
place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC, and reserves reported by the Company in compliance with NI 43-101 may
not qualify as “reserves” under SEC standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with United States
standards.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including the documents incorporated herein by reference,
contains forward looking information and forward looking statements within the
meaning of applicable Canadian securities laws. Those statements appear in a
number of places in this Prospectus and in the documents incorporated herein by
reference and include, but are not limited to, statements and information
regarding the Companys current intent, belief or expectations primarily with
respect to: the Companys business objectives and plans; exploration and
development plans and expenditures; estimation of mineral resources and
reserves; mineral grades; Energy Fuels expectations regarding additions to its
mineral reserves and resources through acquisitions and development; success of
the Company's permitting efforts, including receipt of regulatory approvals,
permits and licenses and treatment under governmental regulatory regimes and the
expected timeframes for receipt of such approvals, permits, licenses and
treatments; possible impacts of regulatory actions; capital expenditures;
expansion plans; success of the Company's mining and/or milling operations;
availability of equipment and supplies; availability of alternate feed materials
for processing; the Companys processing technologies; future production costs,
including costs of labor, energy, materials and supplies; future effective tax
rates; future benefits costs; future royalties payable; the outcome and possible
impacts of disputes and legal proceedings in which the Company is involved; the
timing and amount of estimated future production, including Energy Fuels
expectations regarding expected price levels required to support production and
the Companys ability to increase production as market conditions warrant; sales
volumes and future uranium and vanadium prices and treatment charges; future
trends in the Companys industry; global economic growth and industrial demand;
global growth in and/or attitudes towards nuclear energy; changes in global
uranium and vanadium and concentrate inventories; expected market fundamentals,
including the supply and demand for uranium and vanadium; the Companys and the
industrys expectations relating to future prices of uranium and vanadium;
currency exchange rates; environmental risks; reclamation costs, including
unanticipated reclamation expenses; collateral requirements for surety bonds;
title disputes or claims; the adequacy of insurance coverage; and legal
proceedings and the potential outcomes therefrom. In certain cases, forward
looking statements can be identified by the use of words such as plans,
expects or does not expect, is expected, is likely, budget,
scheduled, estimates, forecasts, intends, anticipates or does not
anticipate, continue, or believes, and similar expressions or variations of
such words and phrases or statements that certain actions, events or results
may, could, would, might or will be taken, occur or be achieved.
5
Forward-looking statements are based on the opinions and estimates of
management as of the date such statements are made. Energy Fuels believes that
the expectations reflected in this forward-looking information are reasonable
but no assurance can be given that these expectations will prove to be correct,
and such forward-looking information included in this Prospectus should not be
unduly relied upon.
Readers are cautioned that it would be unreasonable to rely on any such
forward looking statements and information as creating any legal rights, and
that the statements and information are not guarantees and may involve known and
unknown risks and uncertainties, and that actual results are likely to differ
(and may differ materially) and objectives and strategies may differ or change
from those expressed or implied in the forward looking statements or information
as a result of various factors. Such risks and uncertainties include risks
generally encountered in the development and operation of mineral properties and
processing facilities such as: risks associated with mineral and resource
estimates, including the risk of errors in assumptions or methodologies; risks
associated with estimating production, forecasting future price levels necessary
to support production, and the Companys ability to increase production in
response to any increases in commodity prices; uncertainties and liabilities
inherent in mining operations; geological, technical and processing problems,
including unanticipated metallurgical difficulties, ground control problems,
process upsets and equipment malfunctions; risks associated with labour
disturbances and unavailability of skilled labour; risks associated with the
availability and/or fluctuations in the costs of raw materials and consumables
used in the Company's production processes; risks associated with environmental
compliance and permitting, including those created by changes in environmental
legislation and regulation and delays in obtaining permits and licenses that
could impact expected production levels or increases in expected production
levels; actions taken by regulatory authorities with respect to mining and
processing activities; risks associated with the Companys dependence on third
parties in the provision of transportation and other critical services; title
risks; the adequacy of insurance coverage; uncertainty as to reclamation and
decommissioning liabilities; the ability of the Companys bonding companies to
require increases in the collateral required to secure reclamation obligations;
the potential for, and outcome of, litigation and other legal proceedings,
including potential injunctions pending the outcome of such litigation and
proceedings; the ability of Energy Fuels to meet its obligations to its
creditors; risks associated with the Companys relationships with its business
and joint venture partners; failure to obtain industry partner, government and
other third party consents and approvals, when required; competition for, among
other things, capital, acquisitions of mineral reserves, undeveloped lands and
skilled personnel; incorrect assessments of the value of acquisitions; risks
posed by fluctuations in exchange rates and interest rates, as well as general
economic conditions; risks inherent in the Companys and industrys forecasts or
predictions of future uranium and vanadium price levels; fluctuations in the
market prices of uranium and vanadium, which are cyclical and subject to
substantial price fluctuations; the risks associated with asset impairment as a
result of decreases in uranium prices; risks associated with lack of access to
markets and the ability to access capital; the market price of Energy Fuels
securities; public resistance to nuclear energy or uranium mining; uranium
industry competition and international trade restrictions; and the other factors
discussed under the Risk Factors section in this Prospectus and in the Annual
Information Form (as defined below). Actual results and developments are likely
to differ, and may differ materially, from those expressed or implied by the
forward looking statements contained in this Prospectus.
Such statements are based on a number of assumptions which may prove to be
incorrect, including, but not limited to, the following assumptions: that there
is no material deterioration in general business and economic conditions; that
there is no unanticipated fluctuation of interest rates and foreign exchange
rates; that the supply and demand for, deliveries of, and the level and
volatility of prices of uranium, vanadium and the Companys other primary metals
and minerals develop as expected; that uranium and vanadium prices required to
reach, sustain or increase expected or forcasted production levels are realized
as expected; that the Company receives regulatory and governmental approvals for
the Companys development projects and other operations on a timely basis; that
the Company is able to operate its mineral properties and processing facilities
as expected; that existing licenses and permits are renewed as required; that
the Company is able to obtain financing for the Companys development projects
on reasonable terms; that the Company is able to procure mining equipment and
operating supplies in sufficient quantities and on a timely basis; that
engineering and construction timetables and capital costs for the Companys
development and expansion projects and restarting projects on standby, are not
incorrectly estimated or affected by unforeseen circumstances; that costs of
closure of various operations are accurately estimated; that there are no
unanticipated changes in collateral requirements for surety bonds; that there
are no unanticipated changes to market competition; that the Companys reserve
and resource estimates are within reasonable bounds of accuracy (including with
respect to size, grade and recoverability) and that the geological, operational
and price assumptions on which these are based are reasonable; that
environmental and other administrative and legal proceedings or disputes are
satisfactorily resolved; and that the Company maintains ongoing relations with
its employees and with its business and joint venture partners
6
All written and oral forward looking statements or information attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary
statements.
Forward looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward looking statements.
The Company cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. Additional information on these and other factors which could affect operations or financial results are
included under the heading
“Risk Factors”
. Additional information may also be found in the Company’s other reports on file with the Canadian securities regulatory authorities, including the Annual Information
Form (as defined below). The forward-looking statements and forward-looking information contained in this Prospectus and the documents incorporated by reference herein are expressly qualified by this cautionary statement. The Company does not
undertake any obligation to publicly update or revise any forward looking statements to reflect actual results, changes in assumptions or changes in other factors affecting any forward looking statements or information except as expressly required
by applicable securities laws. If the Company does update one or more forward looking statements, no inference should be drawn that the Company will make additional updates with respect to those or other forward looking statements.
Statements relating to "mineral reserves" or
"mineral resources" are deemed to be forward-looking information, as they
involve the implied assessment, based on certain estimates and assumptions, that
the mineral reserves and mineral resources described can be profitably produced
in the future.
DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada
. Copies of documents incorporated herein by reference may be
obtained on request without charge from the Chief Financial Officer of the Company, at 225 Union Blvd, Suite 600, Lakewood CO 80228 USA, telephone (303) 389-4143. These documents are also available on SEDAR at www.sedar.com under the Company’s
profile. The filings of the Company through SEDAR and the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym “EDGAR”, and may be accessed at
www.sec.gov
., are not incorporated
by reference in this Prospectus except as specifically set out herein.
The following documents, as filed with the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into and form an integral part of this Prospectus:
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(a)
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The 2013 Annual Information Form of the Company dated March 26, 2014 in respect of the 15 month period ended December 31, 2013 (the “
Annual Information Form
”);
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(b)
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The audited annual consolidated financial statements of the Company for the 15 month period ended December 31, 2013 and the year ended September 30, 2012, together with the notes thereto and the auditors’ report thereon;
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(c)
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The management’s discussion and analysis of the financial condition and results of operations of the Company for the 15 month period ended December 31, 2013;
|
|
|
|
|
(d)
|
Business acquisition report of the Company dated September 27, 2013 in respect of the acquisition of Strathmore Minerals Corp.;
|
|
|
|
|
(e)
|
Management Information Circular of the Company dated January 25, 2013 distributed in respect of the annual and special meeting of shareholders of the Company held on March 6, 2013;
|
|
|
|
|
(f)
|
Management Information Circular of the Company dated July 15, 2013 distributed in respect of the special meeting of shareholders of the Company held on August 13, 2013 but excluding the fairness opinion of Haywood Securities Inc.
included therein; and
|
7
|
(g)
|
Management Information Circular of the Company dated September 24, 2013 distributed in respect of the special meeting of shareholders of the Company held on October 30, 2013.
|
Any documents of the type required by National Instrument 44 101-
Short Form Prospectus Distributions
(“
NI 44 101
”) to be incorporated by reference in a short form prospectus, including any
material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the auditor’s report thereon, management’s discussion and analysis of financial condition and
results of operations, information circulars, annual information forms and business acquisition reports filed by the Company with the securities commissions or similar authorities in Canada subsequent to the date of this Prospectus and before the
termination of the Offering, are deemed to be incorporated by reference in this Prospectus.
To the extent that any document or information incorporated by reference into this Prospectus is included in a report that is filed with or furnished to the SEC on Form 40-F or 6-K (or any respective successor form),
such document or information shall also be deemed to be incorporated by reference as an exhibit to the registration statement on Form F-10 of which this Prospectus forms a part. In addition, the Company may incorporate by reference into this
Prospectus documents that it files with or furnishes to the SEC pursuant to Section 13(a) or 15(d) of the United States Securities Exchange Act of 1934 (the “
Exchange Act
”) if and to the extent expressly provided therein.
Upon a new annual information form and the related annual audited consolidated financial statements being filed by the Company with, and where required, accepted by, the CSA during the currency of this Prospectus, the
previous annual information form, the previous annual audited consolidated financial statements and all interim unaudited financial statements (including management’s discussion of financial condition and results of operations in the quarterly
reports for such periods), material change reports and management information circulars filed prior to the commencement of the Company’s financial year in which the new annual information form is filed shall be deemed no longer to be
incorporated by reference in this Prospectus for purposes of future offers and sales of Securities hereunder.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that
it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in
light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus and shall be deemed to be incorporated by reference
into this Prospectus as of the date of such Prospectus Supplement solely for the purposes of the offering of the Securities covered by that Prospectus Supplement.
RISK FACTORS
An investment in the Securities is subject to a number of risks. A prospective purchaser of the Securities should carefully consider the information and risks faced by the Company described in this Prospectus and the
documents incorporated herein by reference, including without limitation the risk factors set out under the heading “Risk Factors” in the Annual Information Form.
The operations of the Company are highly speculative due to the high-risk nature of its business, which includes the acquisition, financing, exploration, permitting, development and mining of mineral properties, the
milling and processing of ore and other feed materials and the marketing of the resulting products. The risks and uncertainties incorporated by reference herein are not the only ones facing the Company. Additional risks and
uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. If any of the risks actually occur, the Company’s business, financial condition and operating
results could be adversely affected. As a result, the trading price of the Securities could decline and investors could lose part or all of their investment.
8
PRESENTATION OF FINANCIAL INFORMATION
The financial statements of the Company incorporated by reference in this Prospectus and any Prospectus Supplement are reported in United States dollars. On November 14, 2013, the Company changed its fiscal year end
from September 30 to December 31. The audited financial statements incorporated by reference in this Prospectus are for the 15 month period December 31, 2013 and the year ended September 30, 2012. Unless otherwise indicated, all financial
information included and incorporated by reference in this Prospectus and any Prospectus Supplement have been prepared in accordance with IFRS as issued by the IASB, and may not be comparable to financial statements prepared in accordance with
United States generally accepted accounting principles.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All monetary amounts used in this Prospectus and any Prospectus Supplement are or will be stated in Canadian dollars, unless otherwise indicated. References to “$” or “Cdn$” are to
Canadian dollars and references to “US$” are to U.S. dollars. On March 27, 2014, the noon spot rate for Canadian dollars in terms of the United States dollar, as reported by the Bank of Canada, was US$1.00= $1.1057 or
$1.00=US$ 0.9044.
EXPLANATORY NOTE REGARDING SHARE CONSOLIDATION
Effective November 5, 2013, the Company amended its Articles to consolidate the issued and outstanding common shares of the Company on the basis of one post-consolidation common share for every 50 pre-consolidation
common shares (the “
Share Consolidation
”). Unless otherwise stated, all data for periods prior to November 5, 2013 relating to numbers of common shares, prices of common shares, number of stock options and exercise prices of stock
options set forth in this Prospectus (excluding the documents incorporated by reference herein) have been adjusted to give retroactive effect to the Share Consolidation. For the purpose of giving retroactive effect to the Share Consolidation, the
Company has rounded fractional shares to the nearest whole share and rounded fractional price information to the nearest cent, with fractions of 0.5 or greater rounded up and fractions of less than 0.5 rounded down. As a result of such rounding,
actual amounts may differ. Unless otherwise indicated, references in this Prospectus (but not in the documents incorporated by reference herein, unless otherwise indicated therein) to “
Common Shares
” are to the common shares of
the Company after giving effect to the Share Consolidation.
9
THE COMPANY
General
Energy Fuels Inc. was
incorporated on June 24, 1987 in the Province of Alberta under the name 368408
Alberta Inc. In October 1987, the name was changed to Trevco Oil & Gas
Ltd. In May 1990 the name was changed to Trev Corp. In August 1994 the name
was changed to Orogrande Resources Inc. In April 2001, the name was changed to
Volcanic Metals Exploration Inc. On September 2, 2005, the Company was
continued under the Business Corporations Act (Ontario). On March 26, 2006,
Volcanic Metals Exploration Inc. acquired 100% of the outstanding shares of
Energy Fuels Resources Corporation. On May 26, 2006, Volcanic Metals
Exploration Inc. changed its name to Energy Fuels Inc.
The Companys registered and head
office is located at 2 Toronto Sttreet, Suite 500, Toronto, Ontario, Canada, M5C
2B6. The Companys principal place of business and the head office of the
Companys U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood,
Colorado, 80228 USA.
Inter-corporate Relationships
The following chart sets forth
the name of each of the Companys material subsidiaries and the jurisdiction of
incorporation and the direct or indirect percentage ownership by the Company of
each such subsidiary.
10
Description of the Business
Energy Fuels is one of the largest uranium producers in the United States. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the United States. The mill is
capable of processing 2,000 tons per day of uranium ore. Energy Fuels has projects located in Arizona, Colorado, New Mexico, Utah and Wyoming in the Western United States, including a currently producing mine, several mines on standby, and mineral
properties in various stages of permitting and development. The Common Shares are listed on the TSX under the trading symbol “EFR” and on the NYSE MKT under the symbol “UUUU”.
For a detailed description of the business of Energy Fuels please refer to
“
General Development of the Business
” and “
Energy Fuels’ Business
” in the Annual Information
Form.
Cease Trade Orders, Bankruptcies, Penalties or Sanctions
Other than as described in the Annual Information Form, no director or executive officer of the Company is as at the date of this Prospectus, or was within the 10 years prior to the date of this Prospectus, a director,
chief executive officer or chief financial officer of any company that:
|
(a)
|
was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation for a period of more than 30 consecutive days (any of such orders, an
“Order”), which Order was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
|
|
|
|
|
(b)
|
was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was
acting in the capacity as director, chief executive officer or chief financial officer.
|
CONSOLIDATED CAPITALIZATION
Since December 31, 2013, the date of the Company’s most recently filed financial statements, the only material changes to the Company’s share and loan capital, on a consolidated basis, were: (i) the granting
of stock options to acquire 307,250 Common Shares on January 23, 2014; and (ii) the issuance of a total of 61,301 Common Shares on the exercise of warrants, See “Prior Sales”.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus Supplement, the net proceeds from the sale of the Securities will be used for general corporate purposes, including to fund potential future acquisitions and capital
expenditures. Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities.
All expenses relating to an offering of Securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Company’s general funds, unless otherwise stated in the
applicable Prospectus Supplement.
PLAN OF DISTRIBUTION
The Company may offer and sell the Securities, separately or together, to or through one or more underwriters or dealers, purchasing as principals for public offering and sale by them, and also may sell Securities to
one or more other purchasers directly or through agents. Each Prospectus Supplement will set out the terms of the offering, including:
-
the name or names of any underwriters or agents;
-
the purchase price or prices, and form of consideration, for the Securities;
-
the proceeds to the Company from the sale of the Securities;
-
any underwriting discounts or commissions and other items constituting underwriters’ compensation;
11
-
any delayed delivery arrangements; and
-
any securities exchanges on which the Securities may be listed.
A Prospectus Supplement may also provide that the Securities sold thereunder will be “flow-through” securities.
The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices, including sales in transactions that are deemed to be “at the market distributions” as defined in Canadian National Instrument 44-102 –
Shelf Distributions
, including sales made directly on a
national securities exchange in the United States, as applicable. Additionally, this Prospectus and any Prospectus Supplement may also cover the initial resale of the Securities purchased thereto. The price at which the Securities may be offered may
vary as between purchasers and during the distribution period. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a
bona fide
effort to sell all of the Securities at the initial offering
price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement,
in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Company.
Underwriters, dealers and agents that participate in the distribution of the Securities may be entitled under one or more agreements to be entered into with the Company to indemnification by the Company against certain
liabilities, including liabilities under Canadian and U.S. securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and
agents may engage in transactions with, or perform services for, the Company in the ordinary course of business.
Except as set out in a Prospectus Supplement relating to a particular offering of Securities in connection with any offering of Securities, the underwriters or dealers, as the case may be, may over-allot or effect
transactions intended to fix or stabilize the market price of the Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.
12
PRIOR SALES
During the 12-month period prior
to the date of this Prospectus, the Company has issued Common Shares, or
securities convertible into Common Shares, as follows:
Date Issued/
|
Number of Securities
|
Security
|
Price per Security
|
Granted
|
|
|
|
May 9, 2013
|
6,000
|
Stock options to purchase
Common Shares exercisable at $7.00 per share
|
N/A
|
|
|
|
|
May 23, 2013
|
17,000
|
Common Shares issued in partial
satisfaction of consulting fees
|
N/A
|
|
|
|
|
June 13, 2013
|
947,616
|
Private placement of Common
Shares
|
$7.00
|
|
|
|
|
June 13, 2013
|
473,808
|
Warrants exercisable at $9.50
per share issued pursuant to private placement
|
N/A
|
|
|
|
|
June 13, 2013
|
50,594
|
Compensation warrants issued in
partial satisfaction of agents compensation for private placement
|
N/A
|
|
|
|
|
July 15, 2013
|
196,150
|
Stock options to purchase
Common Shares exercisable at $8.75 per share
|
N/A
|
|
|
|
|
July 31, 2013
|
4,000
|
Common Shares issued in partial
satisfaction of consulting fees
|
N/A
|
|
|
|
|
July 31, 2013
|
31,407
|
Common Shares issued pursuant
to property acquisitions
|
N/A
|
|
|
|
|
August 30, 2013
|
3,665,395
|
Common Shares issued in
exchange for common shares of Strathmore
|
N/A
|
|
|
|
|
August 30, 2013
|
63,024
|
Common Shares issued in
exchange for restricted share units of Strathmore
|
N/A
|
|
|
|
|
August 30, 2013
|
292,971
|
Stock options issued in
exchange for stock options of Strathmore
|
N/A
|
|
|
|
|
August 30, 2013
|
55,095
|
Common Shares issued in
satisfaction of advisory fees payable in connection with acquisition of
Strathmore
|
$10.90
|
|
|
|
|
September 13, 2013
|
107,645
|
Common Shares issued in partial
satisfaction of termination obligations owed to former employees and
consultants of Strathmore
|
$11.00
|
|
|
|
|
October 16, 2013
|
625,000
|
Common Shares issued to
underwriters pursuant to a bought deal offering
|
$8.00
|
|
|
|
|
October 16, 2013
|
30,963
|
Compensation warrants issued to
the underwriters exercisable at $8.00 per share issued pursuant to bought
deal offering
|
N/A
|
|
|
|
|
October 16, 2013
|
93,750
|
Over-allotment option to
purchase Common Shares at $8.00 per share granted pursuant to bought deal
offering, which was exercisable until November 15, 2013, but was not
exercised
|
N/A
|
|
|
|
|
January 23, 2014
|
307,250
|
Stock options to purchase
Common Shares exercisable at $9.05 per share
|
N/A
|
13
February 28 and March 10, 2014
|
8,949
|
Common Shares issued
upon exercise of compensation warrants previously issued to underwriters
in October 16, 2013 bought deal offering
|
9.50
|
|
|
|
|
March 20, 2014
|
30,679
|
Common Shares issued upon
exercise of compensation warrants previously issued to underwriters in
October 16, 2013 bought deal offering
|
9.00
|
|
|
|
|
March 20, 2014
|
21,673
|
Common Shares issued upon
exercise of compensation warrants previously issued to underwriters in
October 16, 2013 bought deal offering
|
8.00
|
TRADING PRICE AND VOLUME
The Common Shares are listed and
traded in Canada on the TSX and in the United States on the NYSE MKT.
The following table sets forth
the high and low sale prices and the monthly trading volume for the Common
Shares on both (i) the TSX since March, 2013, adjusted to give retroactive
effect to the Share Consolidation for periods prior to November 5, 2013 (see
Explanatory Note Regarding Share Consolidation) and (ii) the NYSE MKT since
trading of the Common Shares commenced on December 4, 2013.
|
|
High
|
|
|
Low
|
|
|
Volume
|
|
Toronto Stock Exchange
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
March 2013
|
|
8.50
|
|
|
7.00
|
|
|
199,597
|
|
April 2013
|
|
8.00
|
|
|
6.25
|
|
|
169,846
|
|
May 2013
|
|
9.00
|
|
|
6.25
|
|
|
423,384
|
|
June 2013
|
|
8.50
|
|
|
7.00
|
|
|
280,808
|
|
July 2013
|
|
9.00
|
|
|
7.75
|
|
|
382,380
|
|
August 2013
|
|
11.50
|
|
|
9.00
|
|
|
784,822
|
|
September 2013
|
|
10.50
|
|
|
8.00
|
|
|
437,767
|
|
October 2013
|
|
9.00
|
|
|
5.50
|
|
|
841,448
|
|
November 2013
|
|
7.00
|
|
|
4.75
|
|
|
1,026,808
|
|
December 2013
|
|
6.22
|
|
|
5.72
|
|
|
882,279
|
|
January 2014
|
|
9.20
|
|
|
6.10
|
|
|
2,285,619
|
|
February 2014
|
|
11.90
|
|
|
7.90
|
|
|
1,416,274
|
|
March 1 - 27, 2014
|
|
13.03
|
|
|
9.84
|
|
|
1,853,062
|
|
|
|
High
|
|
|
Low
|
|
|
Volume
|
|
NYSE MKT
|
|
(US$)
|
|
|
(US$)
|
|
|
(#)
|
|
December 4-31, 2013
|
|
6.16
|
|
|
5.36
|
|
|
884,971
|
|
January 2014
|
|
8.36
|
|
|
5.75
|
|
|
1,657,457
|
|
February 2014
|
|
10.75
|
|
|
7.06
|
|
|
1,140,081
|
|
March 1 - 27, 2014
|
|
11.21
|
|
|
8.81
|
|
|
1,214,734
|
|
On March 27, 2014, the closing
price of the Common Shares was $10.40 on the TSX and US$9.45 on the NYSE MKT.
14
The following table sets forth
the high and low sale prices and monthly trading volume for the Companys
convertible debentures (the
Debentures
) on the TSX since March 2013.
|
|
High
|
|
|
Low
|
|
|
Volume
|
|
Month
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
March 2013
|
|
95.60
|
|
|
86.60
|
|
|
143,000
|
|
April 2013
|
|
90.06
|
|
|
73.50
|
|
|
190,000
|
|
May 2013
|
|
92.00
|
|
|
79.00
|
|
|
148,000
|
|
June 2013
|
|
95.00
|
|
|
93.00
|
|
|
127,000
|
|
July 2013
|
|
97.00
|
|
|
93.00
|
|
|
84,000
|
|
August 2013
|
|
96.50
|
|
|
92.50
|
|
|
85,000
|
|
September 2013
|
|
98.40
|
|
|
97.00
|
|
|
61,000
|
|
October 2013
|
|
95.00
|
|
|
90.00
|
|
|
84,000
|
|
November 2013
|
|
89.99
|
|
|
85.25
|
|
|
20,000
|
|
December 2013
|
|
90.00
|
|
|
81.00
|
|
|
666,000
|
|
January 2014
|
|
89.50
|
|
|
85.00
|
|
|
51,000
|
|
February 2014
|
|
98.00
|
|
|
88.00
|
|
|
3,694,000
|
|
March 1 - 27, 2014
|
|
100.25
|
|
|
95.50
|
|
|
1,760,000
|
|
On March 27, 2014, the closing price of the Debentures was
$100.00 on the TSX.
EARNINGS COVERAGE
The earnings coverage ratio of
the Company for the 12-month period ended December 31, 2013 based on unaudited
financial information was (45.9). This earnings coverage ratio does not purport to be indicative of earnings coverage ratios for any future
periods. If the Company offers any preferred shares or debt securities having a
term to maturity in excess of one year under this Prospectus and a Prospectus
Supplement, the Prospectus Supplement will include earnings coverage ratios
giving effect to the issuance of such securities.
The Company has no history of
earnings other than from the gain on purchase of Denison Mines Holdings Corp.
For the twelve months ended December 31, 2013, the Company would have required
additional earnings of $85.3
million in respect of interest on long-term
debt in order to achieve an earnings coverage ratio of one-to-one for such
period.
DESCRIPTION OF SHARE CAPITAL
The authorized capital of the
Company consists of an unlimited number of Common Shares, an unlimited number of
preferred shares issuable in series, and an unlimited number Series A preferred
shares.
As of March 28, 2014, there were
19,683,472 Common Shares issued and outstanding and no preferred shares
outstanding. Holders of Common Shares are entitled to receive notice of, and to
attend and vote at, all meetings of the shareholders of the Company, and each
Common Share confers the right to one vote in person or by proxy at all meetings
of the shareholders of the Company. Holders of Common Shares are entitled to
receive such dividends in any financial year as the Board of Directors of the
Company may by resolution determine. In the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary,
holders of Common Shares are entitled to receive the remaining property and
assets of the Company. The Common Shares do not carry any pre-emptive,
subscription, redemption or conversion rights, nor do they contain any sinking
or purchase fund provisions.
In addition, on July 24, 2012,
the Company issued $22,000,000 principal amount of convertible debentures. The
Debentures will mature on June 30, 2017 and are convertible into Common Shares
of the Company at the option of the holder at a conversion price, subject to
certain adjustments, of $15.00 per share at any time prior to redemption or
maturity. As at March 28, 2014, up to 1,466,667 Common Shares are issuable upon
conversion of the Debentures.
15
The Company has 1,079,069
warrants outstanding, all of which are exercisable as described below (adjusted
to give retroactive effect to the Share Consolidation - see Explanatory Note
Regarding Share Consolidation):
Number of Warrants
|
|
Exercise Price
|
|
Expiry Date
|
|
|
|
|
|
230,000
|
|
$32.50
|
|
March 31, 2015
|
355,005
|
|
$13.50
|
|
June 21, 2015
|
464,859
|
|
$9.50
|
|
June 15, 2015
|
19,915
|
|
$9.00
|
|
June 15, 2015
|
9,290
|
|
$8.00
|
|
October 16,
2015
|
DESCRIPTION OF WARRANTS
The Company will not offer
warrants for sale unless the Prospectus Supplement containing the specific terms
of the warrants to be offered separately is first approved for filing by the
securities commissions or similar regulatory authorities in each of the
jurisdictions where the warrants will be offered for sale or unless the offering
is in connection with and forms part of the consideration for an acquisition or
merger transaction. Subject to the foregoing, the Company may issue warrants
independently or together with other securities, and warrants sold with other
securities may be attached to or separate from the other securities. Warrants
will be issued under one or more warrant indentures or warrant agency agreements
to be entered into by the Company and one or more banks or trust companies
acting as warrant agent.
The statements made in this
Prospectus relating to any warrant agreement and warrants to be issued under
this Prospectus are summaries of certain anticipated provisions thereof and do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the applicable warrant agreement.
You should refer to the warrant indenture or warrant agency agreement relating
to the specific warrants being offered for the complete terms of the warrants. A
copy of any warrant indenture or warrant agency agreement relating to an
offering or warrants will be filed by the Company with the securities regulatory
authorities in Canada following its execution. The particular terms of each
issue of common share purchase warrants will be described in the applicable
Prospectus Supplement. This description will include, where applicable:
-
the designation and aggregate number of warrants;
-
the price at which the warrants will be offered;
-
the currency or currencies in which the warrants will be offered;
-
the date on which the right to exercise the warrants will commence and the
date on which the right will expire;
-
the number of Common Shares that may be purchased upon exercise of each
warrant and the price at which and currency or currencies in which the common
shares may be purchased upon exercise of each warrant;
-
the designation and terms of any securities with which the warrants will
be offered, if any, and the number of the warrants that will be offered with
each security;
-
the date or dates, if any, on or after which the warrants and the related
securities will be transferable separately;
-
whether the warrants will be subject to redemption and, if so, the terms
of such redemption provisions;
-
material United States and Canadian federal income tax consequences of
owning the warrants; and
-
any other material terms or conditions of the warrants.
16
DESCRIPTION OF SUBSCRIPTION RECEIPTS
The Company may issue subscription receipts, which will entitle holders to receive upon satisfaction of certain release conditions and for no additional consideration, Common Shares, debt securities, warrants or any
combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements (each, a “
Subscription Receipt Agreement
”), each to be entered into between the Company and an escrow agent (the
“
Escrow Agent
”), which will establish the terms and conditions of the subscription receipts. Each Escrow Agent will be a financial institution organized under the laws of the United States or a state thereof or Canada or a
province thereof and authorized to carry on business as a trustee. The terms of any subscription receipts offered under this Prospectus and any related agreements will be described in the Prospectus Supplement filed in respect of the issuance of
such subscription receipts.
The holders of subscription receipts will not be shareholders of the Company. Holders of subscription receipts are entitled only to receive common shares, debt securities, warrants or a combination thereof on
exchange of their subscription receipts, plus any cash payments provided for under the Subscription Receipt Agreement, if the release conditions are satisfied. If the release conditions are not satisfied, the holders of subscription receipts shall
be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the
pro rata
share of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.
DESCRIPTION OF PREFERRED SHARES
The preferred shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the board of directors of the Company approving their issuance, subject to the
Company’s articles of incorporation. The Series A preferred shares are non-redeemable, non-callable, non-voting and do not have a right to dividends. The terms of any preferred shares offered under this Prospectus and any related agreements
will be described in the Prospectus Supplement filed in respect of the issuance of such preferred shares.
DESCRIPTION OF UNITS
The Company may issue units comprising one or more of the other securities described in this Prospectus in any combination. Each unit will be issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit purchase agreement, if any, under which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of units offered by any Prospectus Supplement will be described in the Prospectus Supplement filed in respect of such
units.
DESCRIPTION OF DEBT SECURITIES
From time to time, debt securities may be offered and sold under this Prospectus. The terms of any debt securities and any related agreements or indentures will be described in a Prospectus Supplement to be filed in
respect of such offering.
CERTAIN INCOME TAX CONSIDERATIONS
The applicable Prospectus Supplement will describe certain Canadian federal income tax consequences to an investor of acquiring any Securities offered thereunder, including, for investors who are non-residents of
Canada, whether the payments of dividends (or any other amounts) on the Securities, if any, will be subject to Canadian nonresident withholding tax.
The applicable Prospectus Supplement may also describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of
the U.S. Internal Revenue Code), including, to the extent applicable, any such
consequences relating to Securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special items.
17
INTEREST OF EXPERTS
The Company’s independent auditors, KPMG LLP, have audited the consolidated financial statements of the Company for the fifteen-month period ended December 31, 2013 and year ended September 30, 2012. In connection with their audit, KPMG LLP has confirmed that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation and under all relevant US professional and regulatory standards.
Ernst & Young LLP have audited the consolidated financial statements of Strathmore Minerals Corp. for the years ended December 31, 2012 and 2011. To the knowledge of the Company’s management, Ernst & Young LLP was independent of Strathmore Minerals Corp. in accordance with the Rules of Professional Conduct
of the Institute of Chartered Accountants of British Columbia until its acquisition by Energy Fuels Inc. on August 30, 2013.
Each of the following Qualified Persons, within the meaning of NI 43-101, have prepared a technical report for the Company and/or one of its subsidiaries:
-
Patti Nakai-Lajoie, Professional Geoscientist; Robert Michaud, Professional Engineer; Stuart E. Collins, Professional Engineer; and Roderick C. Smith, Professional Engineer of RPA (USA) Ltd. prepared the technical report dated August 6, 2012
entitled “Technical Report on the Roca Honda Project, McKinley County, New Mexico, U.S.A.”;
-
Richard L. Nielsen, Certified Professional Geologist; Thomas C. Pool, Registered Professional Engineer; Robert L. Sandefur, Certified Professional Engineer; and Matthew P. Reilly, Professional Engineer of Chlumsky, Armbrust and Meyer LLC prepared
the technical report dated March 22, 2013 entitled “Technical Report Update of Gas Hills Uranium Project Fremont and Natrona Counties, Wyoming, USA”;
-
Paul Tietz, Certified Professional Geologist, and Neil Prenn, Registered Professional Engineer of Mine Development Associates prepared the technical report dated August 24, 2012 entitled “Technical Report on the Copper King Project, Laramie
County, Wyoming”;
-
Thomas C. Pool, P.E. and David A. Ross, M. Sc., P. Geo. of Roscoe Postle Associates Inc. prepared the technical report dated June 27, 2012 entitled “Technical Report on the Arizona Strip Uranium Project, Arizona, U.S.A.”;
-
David A. Ross, M.Sc., P.Geo. and Christopher Moreton, Ph.D., P.Geo., of Roscoe Postle Associates Inc. prepared the technical report dated June 27, 2012 entitled “Technical Report on the EZ1 and EZ2 Breccia Pipes, Arizona Strip District,
U.S.A.”;
-
William E. Roscoe, Ph.D., P. Eng., Douglas H. Underhill, Ph.D., C.P.G., and Thomas C. Pool, P.E. of Roscoe Postle Associates Inc. prepared the technical report dated June 27, 2012 entitled “Technical Report on the Henry Mountains Complex
Uranium Property, Utah, U.S.A.”;
-
Douglas C. Peters, Certified Professional Geologist, of Peters Geosciences prepared: (i) the technical report dated December 16, 2011 entitled “Sage Plain Project (Including the Calliham Mine and Sage Mine) San Juan County, Utah and San Miguel
County, Colorado”; (ii) the technical report dated March 15, 2011 entitled “Updated Technical Report on Energy Fuels Resources Corporation’s Whirlwind Property (Including Whirlwind, Far West, and Crosswind Claim Groups and Utah
State Metalliferous Minerals Lease ML-49312), Mesa County, Colorado and Grand County, Utah”; (iii) the technical report dated July 18, 2012 entitled “The Daneros Mine Project, San Juan County, Utah, U.S.A”; and (iv) the technical
report dated March 25, 2014 entitled “Technical Report on Energy Fuels Inc.’s La Sal District Project (including the Pandora, Beaver and Energy Queen projects).”;
-
O. Jay Gatten, Utah Professional Geologist prepared the technical report dated March 21, 2011 entitled “NI 43-101 Technical Report on San Rafael Uranium Project (including the Deep Gold Uranium Deposit and the Down Yonder Uranium Deposit)
Emery County, Utah”;
-
Douglas L. Beahm, P.E., P.G. Principal Engineer of BRS Engineering prepared the technical report dated April 13, 2012 entitled “Sheep Mountain Uranium Project Fremont County, Wyoming USA – Updated Preliminary Feasibility Study –
National Instrument 43-101 Technical Report” and (ii) the technical report
dated January 27, 2014 entitled "Juniper Ridge Uranium Project, Carbon County, Wyoming, USA, Updated 43-101 Mineral Resource and Preliminary Economic Assessment Technical Report”; and
18
-
Terrence P. McNulty, P.E., D.Sc. prepared the technical report dated January 27, 2014 entitled "Juniper Ridge Uranium Project, Carbon County, Wyoming, USA, Updated 43-101 Mineral Resource and Preliminary Economic Assessment Technical
Report”.
To the knowledge of the Company’s management, as of the date hereof, collectively, Roscoe Postle Associates Inc., Chlumsky, Armbrust and Meyer LLC, Mine Development Associates, Peters Geosciences, BRS Engineering
and all of the above-named Qualified Persons (collectively, the “
Technical Experts
”), beneficially own, directly or indirectly, less than 1% of the Common Shares of the Company.
LEGAL MATTERS
Certain legal matters in connection with the Securities offered hereby will be passed on for the Company by Borden Ladner Gervais LLP, Toronto, Ontario. At the date hereof, partners and associates of Borden Ladner
Gervais LLP own beneficially, directly or indirectly, less than one percent of any securities of the Company or any associate or affiliate of the Company.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of the Company are KPMG LLP, Chartered Professional Accountants, located at Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario M5H 2S5. The registrar and transfer agent for the
Company’s common shares is CST Trust Company, Inc., through its offices at 320 Bay Street, P.O. Box 1, Toronto, Ontario M5H 4A6.
AVAILABLE INFORMATION
The Company has filed with the SEC a registration statement on Form F-10 under the U.S. Securities Act of 1933, as amended with respect to the securities offered hereby. This Prospectus, which forms a part of the
registration statement, does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to the
Company and the securities offered in this Prospectus, reference is made to the registration statement and to the schedules and exhibits filed therewith. Statements contained in this Prospectus as to the contents of certain documents are not
necessarily complete and, in each instance, reference is made to the copy of the document filed and exhibits to the registration statement. Each such statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the SEC. Under a multijurisdictional disclosure system adopted by the
United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. The Company is exempt from the rules under Section 14 of
the Exchange Act prescribing the furnishing and content of proxy statements, and the Company’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of
the Exchange Act. Under the Exchange Act, the Company is not required to publish financial statements as frequently or as promptly as U.S. companies. Any information filed with the SEC can be read and copied at prescribed rates at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330 or by accessing its website at www.sec.gov. Some of the documents the
Company files with or furnishes to the SEC are electronically available from the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by the acronym “EDGAR”, and may be accessed at www.sec.gov.
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES
The Company is incorporated under the laws of the Province of Ontario, Canada. Some of the Company’s directors and officers and the experts named in this Prospectus are residents of Canada. Some of the
Company’s
assets and the assets of these persons are located outside of the United States. As a result, it may be difficult for shareholders to initiate a lawsuit within the United States against these non-U.S. residents, or to enforce U.S. judgments against
the Company or these persons. The Company’s Canadian counsel has advised the Company that a monetary judgment of a U.S. court predicated solely upon the civil liability provisions of U.S. federal securities laws would likely be enforceable in
Canada if the U.S. court in which the judgment was obtained had a basis for jurisdiction in the matter that was recognized by a Canadian court for such purposes. The Company cannot provide assurance that this will be the case. It is less certain
that an action could be brought in Canada in the first instance on the basis of liability predicated solely upon the civil liability provisions of U.S. federal securities laws.
19
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT
The following documents have been filed with the SEC as part of the registration statement of which this Prospectus forms a part: the documents referred to under “Documents Incorporated by Reference”; the
consents of KPMG LLP and Ernst & Young LLP; the consents of the Technical Experts and the powers of attorney from the Company’s directors and officers. The form of indentures relating to the warrants and the debt securities that may be issued under this
Prospectus will be filed by post-effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the U.S. Exchange Act.
20
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO
OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
Under the Business Corporations Act (Ontario), the Registrant
may indemnify a director or officer, a former director or officer or another
individual who acts or acted at the Registrants request as a director or
officer, or an individual acting in a similar capacity, of another entity,
against all costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, reasonably incurred by the individual in respect
of any civil, criminal, administrative, investigative or other proceeding in
which the individual is involved because of that association with the Registrant
or other entity on condition that (i) the individual acted honestly and in good
faith with a view to the best interests of the Registrant or, as the case may
be, to the best interests of the other entity for which the individual acted as
a director or officer or in a similar capacity at the Registrants request and
(ii) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that his
conduct was lawful. Further, the Registrant may, with court approval, indemnify
a person described above in respect of an action by or on behalf of the
Registrant or other entity to obtain a judgment in its favor, to which the
individual is made a party because of the individuals association with the
Registrant or other entity, against all costs, charges and expenses reasonably
incurred by the individual in connection with such action if the individual
fulfills conditions (i) and (ii) above. An individual as described above is
entitled to indemnification from the Registrant as a matter of right if he was
substantially successful on the merits in his defense and fulfilled conditions
(i) and (ii) above.
In accordance with the Business Corporations Act (Ontario), the
by-laws of the Registrant indemnify a director or officer, a former director or
officer, or a person who acts or acted at a Registrant's request as a director
or officer of a corporation in which the Registrant is or was a shareholder or
creditor and his heirs and legal representatives, against all costs charges and
expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by him in respect of any civil, criminal, administrative
action or proceeding to which he is made a party by reason of being or having
been a director or officer of the Registrant or other corporation if he acted
honestly and in good faith with a view to the best interests of the Registrant,
and, in the case of a criminal or administrative action or proceeding that is
enforced by monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.
A policy of directors' and officers' liability insurance is
maintained by the Registrant which insures directors and officers for losses as
a result of claims against the directors and officers of the Registrant in their
capacity as directors and officers and also reimburses the Registrant for
payments made pursuant to the indemnity provisions under the by-laws of the
Registrant and the Business Corporations Act (Ontario).
Insofar as indemnification for liabilities arising under the
U.S. Securities Act, may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the U.S. Securities Act, and is therefore
unenforceable.
Exhibit
|
Description
|
4.1
|
The 2013 Annual Information Form of the Registrant dated
March 26, 2014 in respect of the 15 month period ended December 31, 2013
(incorporated by reference to the Registrants Annual Report on Form 40-F,
filed with the Commission on March 28, 2014)
|
|
|
|
|
4.2
|
The Audited Annual Consolidated Financial Statements of
the Registrant for the 15 month period ended December 31, 2013 and the
year ended September 30, 2012, together with the notes thereto and the
auditors reports thereon (incorporated by reference to the Registrants
Annual Report on Form 40-F, filed with the Commission on March 28,
2014)
|
|
|
|
|
4.3
|
The Managements Discussion and Analysis of the financial
condition and results of operations of the Registrant for the 15 month
period ended December 31, 2013 (incorporated by reference to the
Registrants Annual Report on Form 40-F, filed with the Commission on
March 28, 2014)
|
|
|
|
|
4.4
|
The Business Acquisition Report of the Registrant dated
September 27, 2013 in respect of the acquisition of Strathmore Minerals
Corp. (incorporated by reference to the Registrants Registration
Statement on Form 40-F, filed with the Commission on November 15,
2013)
|
|
|
|
|
4.5
|
The Management Information Circular of the Registrant
dated January 25, 2013 distributed in respect of the annual and special
meeting of shareholders of the Registrant held on March 6, 2013
(incorporated by reference to the Registrants Registration Statement on
Form 40-F, filed with the Commission on November 15, 2013)
|
|
|
|
|
4.6
|
The Management Information Circular of the Registrant
dated July 15, 2013 distributed in respect of the special meeting of
shareholders of the Registrant held on August 13, 2013 but excluding the
fairness opinion of Haywood Securities Inc. in the July 2013 Circular
(incorporated by reference to the Registrants Registration Statement on
Form 40-F, filed with the Commission on November 15, 2013)
|
|
|
|
|
4.7
|
The Management Information Circular of the Registrant
dated September 24, 2013 distributed in respect of the special meeting of
shareholders of the Registrant held on October 30, 2013 (incorporated by
reference to the Registrants Registration Statement on Form 40-F, filed
with the Commission on November 15, 2013)
|
|
|
|
|
5.1*
|
Consent of KPMG LLP
|
|
|
|
|
5.2*
|
Consent of Borden Ladner
Gervais LLP
|
|
|
|
|
5.3*
|
Consent of Douglas C. Peters
|
|
|
|
|
5.4*
|
Consent of Peters Geosciences
|
|
|
|
|
5.5*
|
Consent of David Ross
|
|
|
|
|
5.6*
|
Consent of Christopher Moreton
|
|
|
|
|
5.7*
|
Consent of Roscoe Postle
Associates Inc.
|
|
|
|
|
5.8*
|
Consent of William E. Roscoe
|
PART III
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertaking.
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 this Form F-10 or
to transactions in said securities.
Item 2. Consent to Service of Process.
|
(a)
|
Concurrently with the filing of this Registration
Statement, the Registrant is filing with the Commission a written
irrevocable consent and power of attorney on Form F-X.
|
|
|
|
|
(b)
|
Any change to the name or address of the Registrants
agent for service shall be communicated promptly to the Commission by
amendment to Form F-X referencing the file number of this Registration
Statement.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-10 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lakewood, Colorado, USA, on this 28
th
day of March, 2014.
|
ENERGY FUELS INC.
|
|
|
|
|
By:
|
/s/ Stephen P. Antony
|
|
|
Name: Stephen P. Antony
|
|
|
Title: President and Chief Executive
Officer
|
|
POWERS OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Daniel G. Zang and Stephen P. Antony and each of them, either of whom
may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement and registration statements filed pursuant to
Rule 429 under the Securities Act, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
|
Title
|
Date
|
|
|
|
/s/ Stephen P. Antony
|
President, Chief Executive Officer and Director
|
March 28, 2014
|
Stephen P. Antony
|
|
|
|
|
|
/s/ Daniel G. Zang
|
Chief Financial Officer
|
March 28, 2014
|
Daniel G. Zang
|
|
|
|
|
|
/s/ J. Birks Bovaird
|
Director and Chairman
|
March 28, 2014
|
J. Birks Bovaird
|
|
|
|
|
|
/s/ Paul A. Carroll
|
Director
|
March 28, 2014
|
Paul A. Carroll
|
|
|
|
|
|
/s/ W. Robert Dengler
|
Director
|
March 28, 2014
|
W. Robert Dengler
|
|
|
|
|
|
/s/ Lawrence A. Goldberg
|
Director
|
March 28, 2014
|
Lawrence A. Goldberg
|
|
|
|
|
|
/s/ Mark E. Goodman
|
Director
|
March 28, 2014
|
Mark E. Goodman
|
|
|
|
|
|
/s/ Bruce D. Hansen
|
Director
|
March 28, 2014
|
Bruce D. Hansen
|
|
|
|
|
|
/s/ Ron F. Hochstein
|
Director
|
March 28, 2014
|
Ron F. Hochstein
|
|
|
|
|
|
/s/ Steven N. Khan
|
Director
|
March 28, 2014
|
Steven N. Khan
|
|
|
|
|
|
/s/ Tae Hwan Kim
|
Director
|
March 28, 2014
|
Tae Hwan Kim
|
|
|
|
|
|
/s/ Richard J. Patricio
|
Director
|
March 28, 2014
|
Richard J. Patricio
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities
Act of 1933, the Authorized Representative has duly caused this Registration
Statement to be signed on its behalf by the undersigned, solely in his capacity
as the duly authorized representative of the Registrant in the United States, on
this 28
th
day of March, 2014.
By:
|
/s/
David C. Frydenlund
|
|
|
Name: David C. Frydenlund
|
|
|
Title: Senior Vice President, General
|
|
|
Counsel and Corporate Secretary
|
|
EXHIBIT INDEX
Exhibit
|
Description
|
4.1
|
The 2013 Annual Information Form of the Registrant dated
March 26, 2014 in respect of the 15 month period ended December 31, 2013
(incorporated by reference to the Registrants Annual Report on Form 40-F,
filed with the Commission on March 28, 2014)
|
|
|
|
|
4.2
|
The Audited Annual Consolidated Financial Statements of
the Registrant for the 15 month period ended December 31, 2013 and the
year ended September 30, 2012, together with the notes thereto and the
auditors reports thereon (incorporated by reference to the Registrants
Annual Report on Form 40-F, filed with the Commission on March 28,
2014)
|
|
|
|
|
4.3
|
The Managements Discussion and Analysis of the financial
condition and results of operations of the Registrant for the 15 month
period ended December 31, 2013 (incorporated by reference to the
Registrants Annual Report on Form 40-F, filed with the Commission on
March 28, 2014)
|
|
|
|
|
4.4
|
The Business Acquisition Report of the Registrant dated
September 27, 2013 in respect of the acquisition of Strathmore Minerals
Corp. (incorporated by reference to the Registrants Registration
Statement on Form 40-F, filed with the Commission on November 15,
2013)
|
|
|
|
|
4.5
|
The Management Information Circular of the Registrant
dated January 25, 2013 distributed in respect of the annual and special
meeting of shareholders of the Registrant held on March 6, 2013
(incorporated by reference to the Registrants Registration Statement on
Form 40-F, filed with the Commission on November 15, 2013)
|
|
|
|
|
4.6
|
The Management Information Circular of the Registrant
dated July 15, 2013 distributed in respect of the special meeting of
shareholders of the Registrant held on August 13, 2013 but excluding the
fairness opinion of Haywood Securities Inc. in the July 2013 Circular
(incorporated by reference to the Registrants Registration Statement on
Form 40-F, filed with the Commission on November 15, 2013)
|
|
|
|
|
4.7
|
The Management Information Circular of the Registrant
dated September 24, 2013 distributed in respect of the special meeting of
shareholders of the Registrant held on October 30, 2013 (incorporated by
reference to the Registrants Registration Statement on Form 40-F, filed
with the Commission on November 15, 2013)
|
|
|
|
|
5.1*
|
Consent of KPMG LLP
|
|
|
|
|
5.2*
|
Consent of Borden Ladner
Gervais LLP
|
|
|
|
|
5.3*
|
Consent of Douglas C. Peters
|
|
|
|
|
5.4*
|
Consent of Peters Geosciences
|
|
|
|
|
5.5*
|
Consent of David Ross
|
|
|
|
|
5.6*
|
Consent of Christopher Moreton
|
|
|
|
|
5.7*
|
Consent of Roscoe Postle
Associates Inc.
|
|
|
|
|
5.8*
|
Consent of William E. Roscoe
|
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