Report of Foreign Issuer (6-k)

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

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2015.

Commission File Number 001-36204

ENERGY FUELS INC.
(Translation of registrant’s name into English)

225 Union Blvd., Suite 600
Lakewood, CO 80228
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [ ] Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

INCORPORATION BY REFERENCE

Exhibits 99.1 to 99.3 included with this report on Form 6-K are expressly incorporated by reference into this report and are hereby incorporated by reference as exhibits to (i) the Registration Statement on Form F-10 of Energy Fuels Inc. (File No. 333-194916), as amended or supplemented and (ii) the Registration Statement on Form F-4 of Energy Fuels Inc. (File No. 333-203996).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENERGY FUELS INC.

	/S/ David C. Frydenlund
Date: May 11, 2015	David C. Frydenlund
	Senior Vice President, General Counsel & Corporate Secretary

-2-

INDEX TO EXHIBITS

99.1	Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2015 and March 31, 2014
99.2	Management’s Discussion and Analysis for the three months ended March 31, 2015
99.3	Consent of Stephen P. Antony
99.4	Certification of Interim Filing – CEO
99.5	Certification of Interim Filing – CFO
99.6	Press Release dated May 11, 2015

-3-

Energy Fuels Inc.

Condensed Consolidated Interim Financial Statements

For the three months ended

March 31, 2015 and March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited)

(Expressed in thousands of U.S. dollars)

		March 31, 2015			December 31, 2014
ASSETS

Current assets
Cash and cash equivalents	$	6,542		$	10,410
Marketable securities		200			284
Trade and other receivables (Note 5)		1,542			600
Inventories (Note 6)		29,190			31,306
Prepaid expenses and other assets		728			478
Assets held for sale		1,953			1,953
		40,155			45,031
Non-current
Notes receivable (Note 5)		704			682
Inventories (Note 6)		4,009			2,245
Investment in Virginia Energy Resources Inc.		374			380
Property, plant and equipment (Note 7)		67,206			65,873
Intangible assets		3,337			3,882
Restricted cash		16,148			16,148
	$	131,933		$	134,241

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$	3,164		$	4,743
Current portion of long-term liabilities
Decommissioning liabilities (Note 8)		1,142			121
Loans and borrowings (Note 9)		654			46
		4,960			4,910
Non-current
Deferred revenue		1,608			1,517
Decommissioning liabilities (Note 8)		15,564			15,170
Loans and borrowings (Note 9)		13,938			15,786
		36,070			32,473

Shareholders' equity
Capital stock (Note 10)	$	232,892		$	232,835
Contributed surplus (Note 10)		23,062			22,568
Share purchase warrants (Note 10)		4,288			4,714
Deficit		(166,339	)		(163,978	)
Accumulated other comprehensive income		1,960			719
		95,863			96,858
	$	131,933		$	134,241

Commitments and contingencies (Note 13)
Subsequent events (Notes 11 and 14)

Approved by the Board

(signed) Stephen P. Antony , Director

(signed) Larry Goldberg , Director

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Comprehensive Loss

(Unaudited)

(Expressed in thousands of U.S. dollars, except per share amounts)

		Three months ended
		March 31,
		2015			2014


REVENUES (Note 12)	$	7,600		$	11,361

COST OF SALES
Production cost of sales		(3,640	)		(7,475	)
Depreciation, depletion and amortization		(311	)		(1,096	)
TOTAL COST OF SALES		(3,951	)		(8,571	)
GROSS PROFIT		3,649			2,790
Care and maintenance expenses		(2,861	)		(637	)
Selling, general and administrative expenses (Note 12)		(3,324	)		(4,935	)
Finance income (expense) (Note 12)		255			(3,404	)
Other income (expense)		(80	)		(149	)
NET LOSS BEFORE TAXES		(2,361	)		(6,335	)
Income tax expense		-			(7	)
NET LOSS FOR THE PERIOD		(2,361	)		(6,342	)
ITEMS THAT MAY BE RECLASSIFIED TO PROFIT OR LOSS
Unrealized gain on available-for-sale assets		(68	)		420
Gains on available-for-sale financial assets reclassified to profit or loss		-			(198	)
Share of other comprehensive income (loss) of Virginia Energy Resources Inc.		7			(59	)
Foreign currency translation adjustment		1,302			528
TOTAL OTHER COMPREHENSIVE LOSS		1,241			691
COMPREHENSIVE LOSS FOR THE PERIOD	$	(1,120	)	$	(5,651	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.12	)	$	(0.32	)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Shareholders' Equity

(Unaudited)

(Expressed in thousands of U.S. dollars)

		Three Months Ended
		March 31,
		2014			2013

Capital stock (Note 10)
Balance, beginning of period	$	232,835		$	232,089
Shares issued for exercise of share purchase warrants		-			607
Tax recovery from expired share purchase warrants		57			-
Balance, end of period		232,892			232,696

Contributed surplus (Note 10)
Balance, beginning of period		22,568			21,182
Share-based compensation (Note 11)		125			960
Share purchase warrants expired		426			-
Tax expense from expired share purchase warrants		(57	)		-
Balance, end of period		23,062			22,142

Share purchase warrants (Note 10)
Balance, beginning of period		4,714			4,838
Exercised share purchase warrants		-			(124	)
Share purchase warrants expired		(426	)		-
Balance, end of period		4,288			4,714

Deficit
Balance, beginning of period		(163,978	)		(120,366	)
Net loss for the period		(2,361	)		(6,342	)
Balance, end of period		(166,339	)		(126,708	)

Accumulated other comprehensive income (loss)
Balance, beginning of period		719			(610	)
Unrealized gain on available-for-sale assets		(68	)		420
Gains on available-for-sale financial assets reclassified to profit or loss		-			(198	)
Share of comprehensive loss of equity-accounted investees		7			(59	)
Foreign currency translation reserve		1,302			528
Balance, end of period		1,960			81

Total shareholders' equity	$	95,863		$	132,925

The accompanying notes are an integral part of these condensed consolidated interim financial statements

ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

(Expressed in thousands of U.S. dollars)

		Three months ended
		March 31,
		2015			2014

OPERATING ACTIVITIES
Net loss for the period	$	(2,361	)	$	(6,342	)
Items not involving cash:
Depletion, depreciation and amortization		883			2,308
Stock-based compensation		125			960
Finance (income) expense		(255	)		3,404
Unrealized foreign currency translation expense		74			28
Adjustment of decommissioning liability (Note 8)		2,069			-
Share of equity-accounted investee		13			149
Cash received for services not yet provided		91			15
Change in non-cash working capital		(2,517	)		(960	)
Expenditures on reclamation of mineral interests		(745	)		(30	)
Interest received		22			22
		(2,601	)		(446	)
INVESTING ACTIVITIES
Development expenditures on property, plant and equipment		(443	)		(265	)
Expenditures on exploration, evaluation and development		(706	)		(519	)
Cash received for sale of available-for-sale assets		-			1,479
Proceeds from sale of marketable securities		-			415
Change in cash deposited with regulatory agencies for decommissioning liabilities, net of interest		-			8,705
		(1,149	)		9,815
FINANCING ACTIVITIES
Issuance of common shares upon exercise of warrants, net of share issuance costs		-			483
Repayment of borrowings		(17	)		(40	)
		(17	)		443

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE PERIOD		(3,767	)		9,812
Effect of exchange rate fluctuations on cash held		(101	)		(150	)
Cash and cash equivalents - beginning of period		10,410			6,628
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	6,542		$	16,290

Non-cash investing and financing transactions:
Issuance of secured notes for acquisition of mineral properties		446			-

The accompanying notes are an integral part of these condensed consolidated interim financial statements

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

1. REPORTING ENTITY AND NATURE OF OPERATIONS

Energy Fuels Inc. was incorporated under the laws of the Province of Alberta and continued and is now incorporated in the Province of Ontario. Energy Fuels Inc.’s registered and head office is located at 2 Toronto Street, Suite 500, Toronto, Ontario, Canada, M5C 2B6 and its principal place of business and the head office of the Company’s U.S. subsidiaries is located at 225 Union Blvd., Suite 600, Lakewood, Colorado USA, 80228.

Energy Fuels Inc. and its subsidiary companies (collectively, the “Company” or “EFI”) are engaged in uranium mining and related activities, including acquisition, exploration and development of uranium and vanadium bearing properties, and extraction, processing and selling of uranium and vanadium.

Uranium, the Company’s primary product, is produced in the form of uranium oxide concentrates (“U₃O₈”) and sold to customers for further processing. Vanadium, a co-product of some of the Company’s mines, is also produced and is in the form of vanadium pentoxide (“V₂O₅”). The Company also processes uranium bearing waste materials, referred to as “alternate feed materials”.

2. BASIS OF PRESENTATION

Statement of Compliance

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting using accounting policies consistent with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board and IFRS Interpretations Committee. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Company as at and for the year ended December 31, 2014. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes to the Company’s financial position and performance since the last annual consolidated financial statements.

These condensed consolidated interim financial statements were approved by the Board of Directors of the Company on May 8, 2015.

Use of Estimates and Judgments

The preparation of condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2014

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2014 except for as summarized below.

New accounting standards adopted during the current period

The Company has adopted the following new standards, including any consequential amendments to other standards, with a date of initial application of January 1, 2015.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

Employee benefits - Share-based payment transactions

Restricted share units (“RSUs”) (equity settled)

The Company uses a fair value-based method of accounting for RSUs granted to employees and directors of the Company. Each RSU has the same value as one common share of the Company based on the five day volume weighted average trading price. For awards with graded vesting, the fair value of each tranche, adjusted for expected forfeitures, is recognized over its respective vesting period as share-based compensation expense in the contributed surplus account.

4. FAIR VALUE MEASURMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes the significance of the inputs used in making fair value measurements. The fair value of financial assets and financial liabilities included in Level 1 are determined by reference to quoted prices in active markets for identical assets and liabilities.

The fair value of financial assets and financial liabilities in Level 2 include valuations using inputs based on observable market data, either directly or indirectly, other than quoted prices. Level 3 valuations are based on inputs that are not based on observable market data. The Company has no financial instruments measured at fair value categorized in Level 2 or 3 (valuation technique using non-observable market inputs) as at March 31, 2015.

Financial assets and financial liabilities measured at fair value on a recurring basis include:

		Level 1			Level 2		Level 3		Total
Marketable securities		200			-		-		200
Convertible debentures		(14,066	)		-		-		(14,066	)
	$	(13,866	)	$	-	$	-	$	(13,866	)

As at March 31, 2015, the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable, accrued liabilities and loans and borrowings approximate their carrying values because of the short-term nature of these instruments.

5. RECEIVABLES

	March 31,	December 31,
	2015	2014
	$	$
Current
Trade receivables - other	1,542	600
	1,542	600
Non-current
Notes receivable (1)	704	682
	704	682

(1)

In the year ended December 31, 2014 the Company received two notes with the principal totaling $1,050 and due in 2018 in connection with the sale of certain assets previously recorded as held for sale. These notes carry a 3% annual interest payment and are secured by the underlying assets. The Company has setup a reserve of $223 against the collectability of these receivables.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

6. INVENTORIES

	March 31,	December 31,
	2015	2014
	$	$
Concentrates and work-in-progress	26,341	28,363
Inventory of ore in stockpiles	4,009	2,245
Raw materials and consumables	2,849	2,943
	33,199	33,551
Inventories - by duration
Current	29,190	31,306
Long-term - ore in stockpiles	4,009	2,245
	33,199	33,551

The long-term portion of inventory of ore in stockpiles represents ore that is not currently expected to be processed within the next 12 months.

7. PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment for the three months ended March 31, 2015:

						Mineral Properties
		Plant and				Care and		Pre-development
		equipment		Operating		maintenance		and non-operating		Total
Cost
Balance at January 1, 2015	$	82,321	$	7,327	$	3,262	$	105,721	$	198,631
Additions		443		-		-		918		1,361
Balance at March 31, 2015	$	82,764	$	7,327	$	3,262	$	106,639	$	199,992
Depreciation, depletion, disposals and impairment
Balance at January 1, 2015		81,588		7,327		3,262		40,581		132,758
Depreciation for the period		28		-		-		-		28
Balance at March 31, 2015	$	81,616	$	7,327	$	3,262	$	40,581	$	132,786

Net Book Value	$	1,148	$	-	$	-	$	66,058	$	67,206

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

8. DECOMMISSIONING LIABILITIES

The following table summarizes the Company’s decommissioning liabilities:

	March 31,		December 31,
	2015		2014
	$		$
Decommissioning liability, beginning of period	15,291		13,799
Revision of estimate (1)	2,069		2,821
Transfer of liability associated with the sale of mining assets	-		(536	)
Accretion	91		404
Reclamation work	(745	)	(1,197	)
Decommissioning liability, end of period	16,706		15,291
Decommissioning liability by location:
Exploration drill holes	121		121
White Mesa Mill	11,803		11,075
Colorado Plateau	1,626		1,618
Henry Mountains	499		496
Daneros	88		87
Arizona Strip	1,908		1,237
Sheep Mountain	661		657
	16,706		15,291
Decommissioning liability:
Current	1,142		121
Non-current	15,564		15,170
	16,706		15,291

(1)	Revision of estimates is as a result of a change in assumptions and scope of work as well as changes in the risk-free discount rates used to calculate decommissioning liabilities. Subsequent changes to the decommissioning liabilities for fully impaired assets are recorded in profit and loss.

The decommissioning and reclamation of the White Mesa mill and U.S. mines are subject to legal and regulatory requirements. Estimates of the costs of reclamation are reviewed periodically by the applicable regulatory authorities. The above accrual represents the Company’s best estimate of the present value of future reclamation costs, discounted using risk-free interest rates ranging from 0.26% to 2.54% based on US Treasury rates of varying lengths ranging from 1 to 30 years. The total undiscounted decommissioning liability as at March 31, 2015 is $27,519 (December 31, 2014 - $26,725). Reclamation costs are expected to be incurred between 2015 and 2041 in the following manner: 2015 – 2019 - $1,142, 2020 – 2024 - $2,570, 2025 – 2035 - $2,013, 2036 – 2041 - $21,673.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

9. LOANS AND BORROWINGS

The contractual terms of the Company’s interest-bearing loans and borrowings, which are measured at amortized cost, and the Company’s convertible debentures which are measured at fair value, are as follows.

	March 31,	December 31,
	2015	2014
	$	$
Current portion of loans and borrowings:
Convertible debentures (1)	363	-
Secured note (2)	250	-
Finance leases and other	41	46
	654	46
Long-term loans and borrowings:
Convertible debentures (1)	13,703	15,740
Secured note (2)	201	-
Finance leases and other	34	46
	13,938	15,786

(1)	On July 24, 2012, the Company completed a bought deal public offering of 22,000 floating-rate convertible unsecured subordinated debentures maturing June 30, 2017 (the “Debentures”). The Debentures were issued at a price of Cdn$1 per Debenture for gross proceeds of $21,551 (the “Offering”). The Debentures are convertible into common shares at the option of the holder at a conversion price of Cdn$15.00 per common share. Interest is paid in cash and in addition, unless an event of default has occurred and is continuing, the Company may elect, from time to time, subject to applicable regulatory approval, to satisfy its obligation to pay interest on the Debentures, on the date it is payable under the indenture (i) in cash; (ii) by delivering sufficient common shares to the debenture trustee, for sale, to satisfy the interest obligations in accordance with the indenture in which event holders of the Debentures will be entitled to receive a cash payment equal to the proceeds of the sale of such common shares; or (iii) any combination of (i) and (ii).

	The Debentures accrue interest, payable semi-annually in arrears on June 30 and December 31 of each year at a fluctuating rate, of not less than 8.5% and not more than 13.5%, indexed to the simple average spot price of uranium as reported on the Ux Weekly Indicator Price. Interest can be paid in cash or issuance of the Company’s common shares. The Debentures may be redeemed in whole or part, at par plus accrued interest and unpaid interest by the Company between June 30, 2015 and June 30, 2017 subject to certain terms and conditions, provided the volume weighted average trading price of the common shares of the Company on the TSX during the 20 consecutive trading days ending five days preceding the date on which the notice of redemption is given is not less than 125% of the conversion price.

	Upon redemption or at maturity, the Company will repay the indebtedness represented by the Debentures by paying to the debenture trustee in Canadian dollars an amount equal to the aggregate principal amount of the outstanding Debentures which are to be redeemed or which have matured, as applicable, together with accrued and unpaid interest thereon.

	Subject to any required regulatory approval and provided no event of default has occurred and is continuing, the Company has the option to satisfy its obligation to repay the Cdn$1 principal amount of the Debentures, in whole or in part, due at redemption or maturity, upon at least 40 days’ and not more than 60 days’ prior notice, by delivering that number of common shares obtained by dividing the Cdn$1 principal amount of the Debentures maturing or to be redeemed as applicable, by 95% of the volume-weighted average trading price of the common shares on the TSX during the 20 consecutive trading days ending five trading days preceding the date fixed for redemption or the maturity date, as the case may be. The debentures are classified as fair value through profit or loss where the debentures are measured at fair value based on the closing price on the TSX and changes are recognized in profit and loss. For the three months ended March 31, 2015 the Company recorded a gain on revaluation of convertible debentures of $709 (March 31, 2014 - $3,091).

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

(2)

In February 2015 the Company issued a secured note in the amount of $446 for a 50% interest in a joint operation with an effective interest rate of 7%. The remaining balance of the note is repayable on the following schedule: February 13, 2016 ($250), and February 13, 2017 ($250). This note is secured by the 50% interest in the joint operation. The current portion of this note is $250.

10. CAPITAL STOCK AND CONTRIBUTED SURPLUS

Authorized capital stock

The Company is authorized to issue an unlimited number of Common Shares without par value, unlimited Preferred Shares issuable in series, and unlimited Series A Preferred Shares. The Series A Preferred shares are non-redeemable, non-callable, non-voting and with no right to dividends. The Preferred Shares issuable in series will have the rights, privileges, restrictions and conditions assigned to the particular series upon the Board of Directors approving their issuance.

Issued capital stock

The issued and outstanding capital stock consists of Common Shares as follows:

	March 31, 2015		December 31, 2014
	Shares	Amount $	Shares	Amount $
Balance, beginning of period	19,677,552	232,835	19,601,251	232,089
Shares issued for exercise of share purchase warrants	-	-	61,301	607
Shares issued for exercise of options	-	-	15,000	139
Tax recovery from expired share purchase warrants	-	57	-	-
Balance, end of period	19,677,552	232,892	19,677,552	232,835

Contributed surplus

	March 31,		December 31,
	2015		2014
	$		$
Balance, beginning of period	22,568		21,182
Share purchase warrants expired	426		-
Tax expense from expired share purchase warrants	(57	)	-
Share-based compensation	125		1,405
Stock options exercised	-		(19	)
Balance, end of period	23,062		22,568

Share Purchase Warrants

		Exercise Price	Warrants
Month Issued	Expiry Date	Cdn$	Issued
June 2012	June 22, 2015	13.25	355,005
June 2013	June 15, 2015	9.50	464,859
June 2013	June 15, 2015	9.00	19,915
October 2013	October 16, 2015	8.00	9,290

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

	Weighted	Number of warrants
	Average
	Exercise Price	March 31,		December 31,
	Cdn$	2015		2014
Balance, beginning of period	15.61	1,079,069		1,140,370
Expiration of agent warrants issued in connection with public offering	32.50	(230,000	)	-
Shares issued for exercise of share purchase warrants	8.72	-		(61,301	)
Balance, end of period	11.04	849,069		1,079,069

	March 31,		December 31,
	2015		2014
	$		$
Balance, beginning of period	4,714		4,838
Expiration of warrants issued in connection with public offering	(426	)	-
Shares issued for exercise of share purchase warrants	-		(124	)
Balance, end of period	4,288		4,714

11. SHARE-BASED PAYMENTS

(a)

Stock options

The Company has established a stock option plan whereby the Board of Directors may grant options to employees, directors and consultants to purchase common shares of the Company. The maximum number of authorized but unissued shares available to be granted under the plan shall not exceed 10% of its issued and outstanding common shares. The exercise price of the options is set at the Company’s closing share price on the day before the grant date.

The summary of the Company’s stock options at March 31, 2015 and December 31, 2014, and the changes for the fiscal years ending on those dates is presented below:

	Three months ended					Year ended
		March 31, 2015				December 31, 2014
		Weighted			Range of	Weighted
	Range of	Average			Exercise	Average
	Exercise Prices	Exercise Price	Number of		Prices	Exercise Price	Number of
	Cdn$	Cdn$	Options		Cdn$	Cdn$	Options
Balance, beginning of period	7.60 - 44.22	11.66	905,413		7.60 - 44.22	14.27	795,318
Transactions during the period:
Granted	-	-	-		9.05	9.05	307,250
Exercised (1)	-	-	-		8.75	8.75	(15,000	)
Forfeited	8.75 -39.80	13.24	(25,981	)	7.60 - 44.22	14.70	(158,655	)
Expired	11.50 -43.00	18.71	(36,720	)	17.50	17.50	(23,500	)
Balance, end of period	7.60 - 44.22	11.30	842,712		7.60 - 44.22	11.66	905,413

The weighted average price of an option exercised in the three months ended March 31, 2015 was $nil (December 31, 2014 Cdn$10.18 ($9.10)) . $50 of share-based payment expense recognized in profit and loss is from previous periods.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

The following table reflects the actual stock options issued and outstanding as of March 31, 2015:

	Options outstanding		Options Exercisable
		Weighted average		Weighted average
Exercise price		remaining		remaining
(Cdn$)	Quantity	contractual life	Quantity	contractual life
$0.00 to $9.99	437,300	3.61	369,488	3.57
$10.00 to $19.99	371,230	2.11	371,230	2.11
$20.00 to $29.99	29,900	1.04	29,900	1.04
$30.00 to $39.99	882	0.73	882	0.73
$40.00 to $49.99	3,400	0.94	3,400	0.94
	842,712		774,900

On January 28, 2015, the Company’s Board of Directors authorized the grant of 133,150 options. These options did not meet the measurement criteria under IFRS 2, Share based payments, and have not been recorded in the financial statements. These were granted to the employees in April 2015.

(b)

Restricted share units

On January 28, 2015, the Company’s Board of Directors approved the issuance of 153,850 RSUs under the Company’s 2015 Omnibus Equity Incentive Compensation Plan (the “Compensation Plan”). The RSUs are settled in shares of the Company, and they vest 50% over one year, 25% over two years, and 25% over three years.

The Compensation Plan is subject to approval by a shareholder vote, and accordingly the fair value of the RSUs has been estimated using the share price on January 28, 2015 which will be updated upon approval by the shareholders.

The following table reflects the restricted share units issued and outstanding as of March 31, 2015

		Number of
		units
Balance, December 31, 2014		-
Granted		153,850
Forfeited		-
Settled for equity		-
Balance, March 31, 2015		153,850

The fair value of the RSUs at March 31, 2015 was $74 (December 31, 2014 - $nil). During the three months ended March 31, 2015, compensation expense recognized was $74 (December 31, 2014 - $nil).

12. SUPPLEMENTAL FINANCIAL INFORMATION

The components of revenues are as follows:

		Three months ended
		March 31,
		2015		2014
Uranium concentrates	$	6,995	$	11,219
Alternate feed materials processing and other		605		142
Revenues	$	7,600	$	11,361

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

The components of selling, general and administrative expenses are as follows:

		Three months ended
		March 31,
		2015			2014
Intangible asset amortization	$	(545	)	$	(1,127	)
Selling expenses		(68	)		(79	)
General and administrative		(2,711	)		(3,729	)
Selling, general and administrative expenses	$	(3,324	)	$	(4,935	)

The components of finance income (expense) are as follows:

		Three months ended
		March 31,
		2015			2014
Interest expense	$	(378	)	$	(429	)
Interest income		22			22
Accretion expense		(91	)		(104	)
Gain (loss) on sale of marketable securities (Note 5)		-			198
Foreign exchange		(7	)		-
Change in value of convertible debentures		709			(3,091	)
Finance income (expense)	$	255		$	(3,404	)

A summary of depreciation, depletion and amortization expense recognized in the consolidated financial statements is as follows:

		Three months ended
		March 31,
		2015			2014
Recognized in production cost of sales	$	(311	)	$	(1,096	)
Recognized in selling, general and administrative		(572	)		(1,212	)
Depreciation, depletion and amortization	$	(883	)	$	(2,308	)

13. COMMITMENTS AND CONTINGENCIES

General legal matters

In November, 2012, the Company was served with a Plaintiff’s Original Petition and Jury Demand in the District Court of Harris County, Texas, claiming unspecified damages from the disease and injuries resulting from mesothelioma from exposure to asbestos, which the Plaintiff claims was contributed to by being exposed to asbestos products and dust while working at the White Mesa Mill. The Company does not consider this claim to have any merit, and therefore does not believe it will materially affect the Company’s financial position, results of operations or cash flows. In January, 2013, the Company filed a Special Appearance challenging jurisdiction and certain other procedural matters relating to this claim.

In January, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination in the shallow aquifer at the White Mesa Mill site. This challenge is currently being evaluated, and may involve the appointment of an administrative law judge to hear the matter. The Company does not consider this action to have any merit. If the petition is successful, the likely outcome would be a requirement to modify or replace the existing Corrective Action Plan. At this time, the Company does not believe any such modification or replacement would materially affect the Company’s financial position, results of operations or cash flows. However, the scope and costs of remediation under a revised or replacement Corrective Action Plan have not yet been determined and could be significant.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

In March, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in the U.S. District Court for the District of Arizona (the “District Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (the “USFS” and together with the Forest Supervisor the “Defendants”) seeking an order (a) declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, (b) setting aside any approvals regarding exploration and mining operations at the Canyon mine, and (c) directing operations to cease at the mine and enjoining the USFS from allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. In April 2013, the Plaintiffs filed a Motion for Preliminary Injunction, which was denied by the District Court in September, 2013. In October 2013, the Plaintiffs appealed the District Court’s Order to the 9th Circuit Court of Appeals, and filed two Emergency Motions for an Injunction Pending Appeal. In November 2013, the Company entered into a stipulation agreement with the Plaintiffs, which was extended in November 2014, under which the Company agreed to keep shaft sinking operations on standby until the earlier of the date the District Court issues a final appealable order on the merits of the Plaintiffs’ claims, or April 15, 2015, and the Plaintiffs agreed to stay their appeal and Emergency Motions. On April 7, 2015, the District Court issued its final ruling in favor of the Defendants and the Company and against the Plaintiffs on all counts. Thereafter, Plaintiffs dismissed their pending appeal regarding the District Court’s Preliminary Injunction decision and their Emergency Motions. The Plaintiffs have appealed the District Court’s ruling on the merits to the Ninth Circuit Court of Appeals, and have filed motions for an injunction pending appeal with the District Court. The Defendants and the Company each are required to file a consolidated response to those motions by May 11, 2015. If the Plaintiffs are successful on their motion for injunction pending appeal or on the merits, the Company may be required to maintain the mine on standby pending resolution of the matter. Such a required prolonged stoppage of mine development and mining activities could have a significant impact on future operations of the Company.

Mineral property commitments

The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually and are expected to total $1,471 for the year ended December 31, 2015.

Surety bonds

The Company has indemnified third-party companies to provide surety bonds as collateral for the Company’s decommissioning liabilities. The Company is obligated to replace this collateral in the event of a default, and is obligated to repay any reclamation or closure costs due.

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015

(Unaudited)

(Expressed in thousands of U.S. Dollars except share and per share amounts)

14. ACQUISITION OF URANERZ ENERGY CORPORATION

On January 4, 2015, as amended on May 8, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) Uranerz Energy Corporation (“Uranerz”) pursuant to which it is proposed the Company will acquire all of the issued and outstanding shares of common stock of Uranerz. Under the terms of the Merger Agreement, shareholders of Uranerz will receive 0.255 common shares of the Company for each share of Uranerz common stock held or 24,453,303 shares. Based on the common shares outstanding of both the Company and Uranerz, the Company’s shareholders will own approximately 45% of the shares of the Company upon completion of the transaction and Uranerz shareholders will own approximately 55% of the common shares of the Company.

The Uranerz transaction will be carried out by way of a merger of Uranerz with, and into, a subsidiary of Energy Fuels under Nevada Law and the exchange of common stock of the Company for all outstanding shares of common stock of Uranerz. The transaction will be subject to the approval of at least a majority of the holders of the outstanding common shares of Uranerz, as well as at least a majority of the votes cast by Uranerz shareholders, excluding directors and officers of Uranerz. The transaction is also subject to the approval of at least a majority of the votes cast by the Company’s shareholders and other customary regulatory approvals.

At the current time, the Company expects the acquisition of Uranerz to be completed during the 3rd quarter of 2015, if all conditions, including shareholder and regulatory approvals, are satisfied.

ENERGY FUELS INC.

Management’s Discussion and Analysis

Three Months Ended March 31, 2015

(Expressed in thousands of U.S. Dollars, Unless Otherwise Noted)

INTRODUCTION

This Management’s Discussion and Analysis (“MD&A”) of Energy Fuels Inc. and its subsidiary companies (collectively, “Energy Fuels” or the “Company”) provides a detailed analysis of the Company’s business and compares its financial results with those of the previous year. This MD&A is dated as of May 11, 2015 and should be read in conjunction with the Company’s condensed consolidated interim financial statements and related notes for the three months ended March 31, 2015 and the Company’s consolidated annual financial statements for the year ended December 31, 2014.

This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated.

Other continuous disclosure documents, including the Company’s press releases, quarterly and annual reports, technical reports, Annual Information Form (“AIF”) and its Annual Report on Form 40-F are available through its filings with the securities regulatory authorities in Canada at www.sedar.com (“SEDAR”) and in the United States at www.sec.gov/edgar.shtml (“EDGAR”), and on the Company’s website at www.energyfuels.com.

In this discussion, the terms “Company”, “we”, “us”, and “our” refer to Energy Fuels and, as applicable, the Company’s wholly-owned subsidiaries: Energy Fuels Holdings Corp. (previously known as Denison Mines Holdings Corp.) (“EFHC””), Magnum Uranium Corp. (“Magnum”), Titan Uranium Inc. (“Titan”), Strathmore Minerals Corp. (“Strathmore”), and their respective subsidiaries.

2015 HIGHLIGHTS TO DATE

•	On January 5, 2015, Energy Fuels announced the execution of a definitive agreement (“DA”) pursuant to which it is proposed that the Company would acquire all of the issued and outstanding shares of common stock of Uranerz Energy Corporation (“Uranerz”). Under the terms of the DA, shareholders of Uranerz will receive 0.255 common shares of Energy Fuels for each share of Uranerz common stock held subject to shareholder and regulatory approval. At the current time, the Company expects the acquisition of Uranerz to be completed during the 3^rdquarter of 2015, if all conditions, including shareholder and regulatory approvals, are satisfied. See “Acquisition of Uranerz”.

•	On February 6, 2015, the Company announced that it is preparing to resume development at its high-grade Canyon mine in Arizona. The Company expects to transition mining personnel from the currently-producing Pinenut mine to the Canyon mine during Q2-2015, at which point the Company expects the economic resources at the Pinenut mine to be depleted. According to the Arizona Strip Technical Report, prepared in accordance with NI 43-101 and dated June 27, 2012, the Canyon deposit is estimated to have approximately 83,000 tons of Inferred Mineral Resources containing approximately 1.63 million pounds of uranium having an average grade of 0.98% eU₃O₈.

•	On February 17, 2015, the Company acquired a 50% interest in the high-grade Wate uranium deposit (the “Wate Project”) from VANE Minerals (US) LLC (“VANE”). The Wate Project is held in the Wate Mining Company, LLC joint venture (“LLC”). The other 50% of the LLC is held by Uranium One Americas, Inc. As consideration for the 50% interest in the LLC, the Company paid VANE $0.25 million cash at closing, along with a $0.50 million non-interest-bearing promissory note, payable in two equal installments of $0.25 million each on the 1^stand 2^ndanniversaries of the note, and a 2% production royalty on the 50% LLC interest being acquired. The royalty can be purchased by Energy Fuels upon payment to VANE of an additional $0.75 million. In addition, upon satisfaction of certain permitting milestones and other conditions, the amounts due under the note will be accelerated, and the Company will pay to VANE an additional $0.25 million cash. If Energy Fuels elects not to make the payments under the note, it will be required to transfer the LLC interest back to VANE.

Strategy

Energy Fuels intends to continue to strengthen its position as the leading uranium mining company focused on the United States. The Company expects to accomplish this through:

1)	Pursuing the completion of the Company’s acquisition of Uranerz.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three Months Ended March 31, 2015

(Expressed in thousands of U.S. Dollars, Unless Otherwise Noted)

2)	Continuing the current Mill campaign to process alternate feed materials into mid-2015.
3)	Continuing mining at the Pinenut Mine until the economic resources are depleted, which is expected to occur in mid-2015. Pinenut ore is being shipped to the White Mesa Mill and is expected to be processed in 2016.
4)	Continuing development of the Canyon Mine.
5)	After mid-2015, continuing activities at the White Mesa Mill (except for mineral processing), and maintaining the facility in a state of readiness for the purpose of restarting mineral processing operations in 2016, or earlier as market conditions, cash needs and/or contract delivery requirements may warrant.
6)	Maintaining “standby” mines in a state of readiness for the purpose of restarting ore production as market conditions may warrant.
7)	Continuing ongoing business development activities, including permitting and development of existing projects.
8)	Evaluating the potential to acquire additional uranium properties in the United States.

In response to current market uncertainty, the Company expects to continue cash conservation efforts until additional sustained improvement in uranium market conditions is observed. In addition, the Company is continuing to manage its operations and assets conservatively, maintaining its substantial uranium resource base, and scheduling uranium production at the White Mesa Mill as market conditions, cash needs and/or contract delivery requirements may warrant.

Production and Operations

The White Mesa Mill has historically operated on a campaign basis, whereby mineral processing occurs as mill feed, cash needs, contract requirements, and/or market conditions may warrant. At March 31, 2015, the Company had 816,408 pounds of finished goods inventory available for delivery into its contracts or for spot sales.

The Company expects the current mineral processing campaign at the White Mesa Mill to conclude in the first half of 2015, resulting in the production of approximately 250,000 pounds of finished goods of which 140,000 pounds were produced in the three months ended March 31, 2015. Once the current campaign concludes at the White Mesa Mill, the Company expects to continue to receive and stockpile ore from the Pinenut mine and alternate feed materials. In addition, the Company expects to continue making U₃O₈ deliveries, as required by the Company’s existing long-term contracts. At this time, the Company does not expect to schedule a mineral processing campaign during the remainder of FY-2015, though the Company is maintaining the flexibility to resume processing stockpiled or other materials at the White Mesa Mill should market conditions or cash needs warrant.

The Company plans to continue mining at the Pinenut mine until the economic resources are depleted, which is now estimated to occur in the second quarter of 2015. The ore mined at the Pinenut mine is being shipped to the White Mesa Mill and stockpiled for processing in a planned 2016 campaign.

The Company has three existing long-term contracts, which require future deliveries of 683,333 pounds during the remainder of FY-2015, 450,000 pounds in FY-2016 and 420,000 pounds in FY-2017. Of these amounts, a total of 653,333 pounds is required to be produced by the Company, while Energy Fuels has the option to fulfill the remaining 900,000 pounds from production and/or purchase. For the 683,333 pounds of the remaining FY-2015 deliveries, the Company anticipates utilizing 383,333 pounds of produced material on hand and has contracted for the purchase of 300,000 pounds of U₃O₈. For the FY-2016 and FY-2017 contractual deliveries, the Company plans to utilize 500,000 pounds of finished goods inventory expected to be on hand at the end of FY-2015 and to produce a minimum of 370,000 pounds of U₃O₈ in future mill campaigns at the White Mesa Mill, from ore mined from the Pinenut mine and the expected receipt of alternate feed materials, both as discussed above. While the Company expects to produce the 370,000 pounds required, the Company may elect to purchase all or a portion of this material in the spot market. This flexibility will allow the Company to monitor market conditions to determine the most favorable and economic approach to fulfilling these remaining deliveries.

The Company also plans to continue to maintain, and update as necessary, all permits on its other existing mines. These mines will remain on standby until market conditions improve or the material can be sold into long-term contracts at pricing that supports production. As previously announced, expenditures for permitting activities for new mines have been adjusted to coincide with expected dates of production based on price forecasts. The Company plans to spend $1.10 million on permitting in FY-2015. The Company is continuing to monitor corporate and field overhead to coincide with these lower levels of activity.

- 2 -

Sales

The Company forecasts FY-2015 sales to total approximately 800,000 pounds of U₃O₈, of which 116,666 pounds were sold in the first quarter. All 800,000 pounds have been, or will be, sold into its three existing long-term contracts discussed above. Energy Fuels expects to receive an average realized price of $57.45 per pound of U₃O₈ sold during FY-2015 across all of its contracts. The average expected realized price per pound is not subject to any decrease resulting from declines in future U₃O₈ spot and/or term prices due to the minimum floor prices now in effect in each of the Company’s contracts. While the Company does not expect to make any sales into the spot market during FY-2015, it will continue to monitor market conditions for sales opportunities if economically justified and/or to generate cash for operations and development.

Contracted deliveries under one of the Company’s three existing long-term contracts will conclude after the 2015 deliveries are completed in the 3rd quarter of 2015. The Company has the ability under the contract to negotiate further deliveries for 2017 – 2020 if suitable quantities and pricing can be agreed. The Company also continues to pursue new sources of revenue, including new uranium sales contracts and expansion of its alternate feed business.

Effect on production and sales if the Uranerz Acquisition is completed

In the event the proposed acquisition of Uranerz is completed, the Company may invest funds in well field development for Uranerz through the end of FY-2016 depending on actual and expected market conditions. In order to finance this investment, the Company may engage in additional mining and milling activities to produce finished product in excess of the amounts required for its contracts and to sell such production into the spot market and/or raise additional equity capital.

ACQUISITION OF URANERZ

Merger Agreement

On January 4, 2015, as amended on May 8, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Uranerz Energy Corporation (“Uranerz”), a Nevada corporation, and EFR Nevada Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”). The Merger Agreement provides for the acquisition of Uranerz by the Company through a transaction whereby Merger Sub will merge with and into Uranerz (the “Merger”), and as a result, Uranerz will continue as the surviving operating corporation and as a wholly-owned subsidiary of the Company.

Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Uranzerz will be canceled, extinguished, and automatically converted into the right to receive 0.255 common shares of the Company (the “Exchange Ratio”). Based on the shares of Uranerz outstanding as of January 4, 2015, the Company expects to issue 24,453,303 shares. At the current time, the Company expects the acquisition of Uranerz to be completed during the 3^rd quarter of 2015, if all conditions, including shareholder and regulatory approvals, are satisfied.

The completion of the Merger will be subject to the approval of at least a majority of the holders of the outstanding common shares of the Company voted at a special meeting of the shareholders of the Company to be called later this year to consider the Merger, as well as the approval of at least a majority of the holders of the outstanding common shares of Uranerz and at least a majority of the votes cast by Uranerz’s shareholders, excluding directors and officers of Uranerz, at a special meeting to be called later this year to consider the Merger.

The Merger Agreement provides that, upon consummation of the Merger, the Company shall cause two nominees of Uranerz to be appointed to the board of directors of the Company.

In addition to the approval of the shareholders of each of the Company and Uranerz, as described above, the completion of the Merger will be subject to the satisfaction of other customary closing conditions, including, among others:

•	The declaration by the SEC of the effectiveness of the Registration Statement on Form F-4 filed by the Company with the SEC in connection with the Merger,

- 3 -

•	The common shares of the Company to be issued in connection with the Merger, and to be issued upon exercise of the assumed Uranerz options and Uranerz warrants, will have been approved (or conditionally approved, as applicable) for listing on the NYSE MKT and the Toronto Stock Exchange, and

•	The receipt of all regulatory approvals necessary for completion of the Merger.

Each of the Company and Uranerz has agreed to customary and generally reciprocal representations, warranties and covenants in the Merger Agreement. Among these covenants, both the Company and Uranerz have agreed to conduct their respective businesses in the ordinary course during the period between the execution of the Merger Agreement and the closing of the Merger.

The Merger Agreement contains customary deal support provisions, including a reciprocal break fee of $5.00 million payable if the Merger is not completed under certain circumstances. In addition, the Merger Agreement includes customary and reciprocal non-solicitation covenants, as well as a reciprocal right to match any superior proposal that may arise.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which has been filed with the SEC and can be found at www.sec.gov and with the Canadian Securities Administrators on SEDAR and can be found at www.sedar.com.

Support Agreements

Concurrent with the execution of the Merger Agreement:

•	The Company entered into support agreements with directors and certain officers of Uranerz, pursuant to which each securityholder agreed, upon the terms and subject to the conditions set forth therein, (a) to vote their Uranerz common shares in favor of the Merger, and (b) to not sell or otherwise transfer their shares pending completion of the Merger. The securityholders of Uranerz entering into the voting agreements collectively hold approximately 4.0% of the outstanding shares of Uranerz.

•	Uranerz entered into support agreements with the directors and certain officers of the Company, pursuant to which each securityholder agreed upon the terms and subject to the conditions set forth therein, (a) to vote their shares of the Company for the Merger, and (b) to not sell or otherwise transfer their shares pending completion of the Merger. The shareholders of the Company entering into voting agreements collectively hold approximately 0.4% of the outstanding shares of the Company.

Additional Important Information for Investors and Stockholders Related to the Merger

On January 5, 2015, the Company announced a transaction whereby it would acquire all of the issued and outstanding shares of Uranerz. This MD&A is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares of common stock of Uranerz or a solicitation of any proxy, vote or approval. Energy Fuels has filed with the SEC a registration statement on Form F-4 that includes a proxy statement of Uranerz that also constitutes a prospectus of Energy Fuels. Energy Fuels and Uranerz also have and plan to file with or furnish other documents to securities regulatory authorities in Canada and the United States regarding the proposed transaction.

INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Anyone may obtain free copies of these documents when available free of charge under Energy Fuels’ profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov, or by accessing Energy Fuels’ website at www.energyfuels.com under the heading “Investors” and from Energy Fuels directly by contacting Curtis Moore, Investor Relations: (303) 974-2140. Documents will also be available free of charge under Uranerz’ profile on EDGAR at www.sec.gov or on SEDAR at www.sedar.com, or by accessing Uranerz’ website at www.uranerz.com under the heading “Investors” and from Uranerz directly by contacting Derek Iwanaka, Investor Relations: (800) 689-1659. Energy Fuels, Uranerz, their respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Uranerz in connection with the proposed transaction. Information about the directors and executive officers of Uranerz is set forth in its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on May 6, 2015 and in Uranerz Annual Report on Form 10-K which was filed with the SEC on March 16, 2015. Information about the directors and executive officers of the Company can be found in the Company’s annual information form dated March 18, 2015 and in the Company’s 2015 management information circular dated May 6, 2015, which is available at www.sedar.com and www.sec.gov. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

- 4 -

SUMMARY OF QUARTERLY RESULTS

Results for the eight most recent quarters ending with the quarter ended March 31, 2015 are:

	Mar 31		Dec 31		Sept 30	June 30
	2015		2014⁽²⁾		2014	2014⁽¹⁾
$000, except per share data	$		$		$	$
Total revenues	7,600		203		21,164	13,525
Net Income (loss)	(2,361	)	(10,017	)	3,076	(30,328	)
Basic & diluted net income (loss) per share	(0.12	)	(0.51	)	0.16	(1.54	)

	Mar 31		Dec 31		Sept 30		June 30
	2014		2013		2013⁽³⁾		2013
$000, except per share data	$		$		$		$
Total revenues	11,361		776		24,504		4,954
Net Income (loss)	(6,342	)	(3,375	)	(70,472	)	(5,532	)
Basic & diluted net income (loss) per share	(0.32	)	(0.18	)	(4.30	)	(0.39	)

(1)	Includes an impairment loss of $30.78 million.
(2)	Includes an impairment loss of $5.08 million.
(3)	Includes an impairment loss of $60.26 million.

RESULTS OF OPERATIONS – Q1-2015 compared to Q1-2014

General

For the three months ended March 31, 2015 the Company recorded a net loss of $2.36 million or $0.12 per share compared with a net loss of $6.34 million or $0.32 per share for the three months ended March 31, 2014.

Revenues

The Company’s revenues from uranium are largely based on delivery schedules under long-term contracts, which can vary from quarter to quarter.

Revenues for the three months ended March 31, 2015 totaled $7.60 million, of which $7.00 million were sales of 116,667 pounds of uranium concentrates, all of which were pursuant to term contracts at an average price of $59.95 per pound. Revenues for the three months ended March 31, 2014 totaled $11.36 million, of which $11.22 million were sales of uranium concentrates which included the sale of 191,667 pounds of U₃O₈ pursuant to term contracts at an average price of $58.53 per pound.

- 5 -

Operating Expenses

Production and Cost of Sales

For the three months ended March 31, 2015, the Company’s uranium production totaled 197,116 pounds of U₃O₈, of which 113,881 pounds were from alternate feed materials and other processing and 25,162 pounds were from the Company’s Arizona mines. 58,073 pounds of U₃O₈ were processed under a tolling arrangement for the account of a third party. For the three months ended March 31, 2014, the Company’s uranium production totaled 125,956 pounds of U₃O₈, all of which were from alternate feed materials.

Cost of goods sold for the three months ended March 31, 2015 totaled $3.95 million, which consisted of $3.64 million of mining and milling production costs and costs and $0.31 million of depreciation, depletion and amortization. Cost of goods sold for the three months ended March 31, 2014 totaled $8.57 million, which consisted of $7.48 million of mining and milling production costs and $1.10 million of depreciation, depletion and amortization. The decrease in cost of goods sold is due to a lower sales volume in Q1-2015 vs Q1-2014.

Selling, General and Administrative

Selling, general and administrative expense includes costs associated with marketing uranium, the corporate general and administrative costs, and the non-cash costs of amortization of above-market sales contract value associated with the acquisition of Denison’s US Mining Division in June 2012. General and administrative expenses consist primarily of payroll and related expenses for personnel, contract and professional services, stock-based compensation expense and other overhead expenditures. Selling, general and administrative expenses totaled $3.32 million for the three months ended March 31, 2015 compared to $4.94 million for the three months ended March 31, 2014. These decreases are due to decreasing intangible asset amortization and lower share-based compensation in Q1-2015.

Amortization of the intangible asset recorded for the U₃O₈ sales contract values in excess of spot price at the June 29, 2012 acquisition date of Denison’s US Mining Division totaled $0.55 million for the three months ended March 31, 2015 compared with $1.13 million for the three months ended March 31, 2014. The amount for each period is directly related to the revenue from uranium concentrate volumes sold each period (discussed above), as all the revenues earned for the periods are from the contracts acquired.

Selling expenses totaled $0.07 million for the three months ended March 31, 2015 compared to $0.08 million for the three months ended March 31, 2014.

General and administrative expenses totaled $2.75 million for the three months ended March 31, 2015 compared to $3.73 million for the three months ended March 31, 2014. The decrease of $0.98 million is mainly attributable to a reduction in share-based payment in Q1-2015 vs Q1-2014.

Care and Maintenance Expenses

The Company’s Beaver, Pandora and Daneros mines were placed on standby in the last quarter of calendar year 2012, as a result of market conditions. In November 2013 the Company placed shaft sinking operations on its Canyon mine on standby, and in February 2014 the Company placed its Arizona 1 mine on standby. Costs related to the care and maintenance of these and other standby mines are generally decreasing due to the Company’s increased cost efficiencies, which are achieved once the mines are placed on standby. Care and maintenance expenses totaled $2.86 million for the three months ended March 31, 2015. The increase in Care and maintenance expenses for Q1-2015 was due to costs associated with maintaining operational readiness at the White Mesa Mill of $1.06 million, a non-cash charge of $0.66 million for a change in decommissioning liabilities at the White Mesa Mill, combined with $1.14 million at the Company’s other standby mines. Care and maintenance expenses totaled $0.64 million for the three months ended March 31, 2014.

Other Income and Expenses

Finance income was $0.26 million for the three months ended March 31, 2015, and consists primarily of interest expense of $0.38 million and accretion expense related to the decommissioning liability of $0.09 million offset by an increase in the mark-to-market values of the Company’s Debentures totaling $0.71 million.

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Finance expense was $3.40 million for the three months ended March 31, 2014, and consists of a change in the mark-to-market values of the Company’s convertible debentures (the “Debentures”) totaling $3.09 million, interest expense of $0.43 million and accretion expense related to the decommissioning liability of $0.10 million, partially offset by interest income of $0.02 million, and change in value of marketable securities of $0.20 million.

USE OF PROCEEDS FROM PUBLIC OFFERING

The following table outlines the proposed use of funds for direct project categories (excluding general working capital) from the net proceeds received from the October 15, 2013 public offering as compared to the actual expenses incurred to March 31, 2015.

		Estimated
Use of Financing Net Proceeds (000's)		Allocation of Net		Actual Costs Incurred
(excluding General Working Capital)		Proceeds		to March 31, 2015

Continued exploration and development of the Company's Roca Honda, Sheep Mountain, Gas Hills, Juniper Ridge and Canyon Mine mineral properties	$	2,500	$	2,500
Identification and evaluation of future potential mineral property acquisitions		750		750
	$	3,250	$	3,250

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2015, the Company had working capital of $35.20 million including $6.54 million in cash and 816,408 pounds of finished goods inventory. Our contractual deliveries and related sales are based on delivery schedules which can vary from quarter to quarter. As discussed above, the Company expects to sell an additional 683,333 pounds of finished goods during the remainder of the year under existing contracts which will generate significant cash for our operational needs. The Company believes it has sufficient cash and resources to carry out its business plan beyond calendar year 2015.

Effect on Liquidity and Capital Resources Related to the Proposed Acquisition of Uranerz

Upon closing of the acquisition, the Company may invest up to $15.0 million to fund the development and operations of Uranerz through the end of FY-2016. In order to finance this investment the Company may engage in additional mining and milling activities to produce finished product in excess of the amounts required for its contracts and sell such production into the spot market and/or raise additional equity capital.

Cash and Financial Condition

Cash and cash equivalents were $6.54 million at March 31, 2015, compared to $10.41 million at December 31, 2014. The decrease of $3.87 million was due primarily to cash used in investing activities of $1.15 and cash used in operations of $2.60 million, financing activities of $0.02 million and loss on foreign exchange on cash held of $0.10 million.

Net cash used by investing activities was $1.15 million, which was primarily related to expenditures for property, plant and equipment of $0.39 million and exploration, evaluation, permitting and development activities of $0.71 million.

Net cash used in financing activities was the repayment of borrowings in the amount of $0.02 million.

Net cash used in operating activities of $2.66 million is comprised of the net loss of $2.36 million for the period adjusted for non-cash items and for changes in working capital items. Significant items not involving cash were $0.88 million of depreciation and amortization of property, plant and equipment and intangible assets and a $2.07 million adjustment to the decommissioning liability at the Company’s White Mesa Mill and other mining properties.

Contractual Obligations

The Company enters into commitments with federal and state agencies and private individuals to lease mineral rights. These leases are renewable annually, and lease payments are expected to total $1.47 million for the year ended December 31, 2015.

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The Company will continue to prudently evaluate its contractual obligations with respect to mineral properties as well as other associated commitments with an eye towards deferring those expenses which do not meet certain criteria. In addition, since the majority of the exploration commitments are optional, the Company could choose to mitigate or eliminate the obligation by opting out of the lease or claim.

Contingencies

Legal matters

In January, 2013, the Ute Mountain Ute tribe filed a Petition to Intervene and Request for Agency Action challenging the Corrective Action Plan approved by the State of Utah Department of Environmental Quality (“UDEQ”) relating to nitrate contamination in the shallow aquifer at the White Mesa Mill site. This challenge is currently being evaluated, and may involve the appointment of an administrative law judge to hear the matter. The Company does not consider this action to have any merit. If the petition is successful, the likely outcome would be a requirement to modify or replace the existing Corrective Action Plan. At this time, the Company does not believe any such modification or replacement would materially affect the Company’s financial position, results of operations or cash flows. However, the scope and costs of remediation under a revised or replacement Corrective Action Plan have not yet been determined and could be significant.

In April 2014, the Grand Canyon Trust filed a citizen suit in federal district court for alleged violations of the Clean Air Act at the White Mesa Mill. In October 2014, the plaintiffs were granted leave by the court to add further purported violations to their April 2014 suit. The Complaint, as amended, alleges that radon from one of the Mill’s tailings impoundments exceeded the standard; that the mill is in violation of a requirement that only two tailings impoundments may be in operation at any one time; and that certain other violations related to the manner of measuring and reporting radon results from one of the tailings impoundments occurred in 2013. The Complaint asks the court to impose injunctive relief, civil penalties of up to $37,500 per day per violation, costs of litigation including attorneys’ fees, and other relief. The Company believes the issues raised in the Complaint are being addressed through the proper regulatory channels and that the Company is currently in compliance with all applicable regulatory requirements relating to those matters. The Company intends to defend against all issues raised in the Complaint. In March, 2013, the Center for Biological Diversity, the Grand Canyon Trust, the Sierra Club and the Havasupai Tribe (the “Plaintiffs”) filed a complaint in the U.S. District Court for the District of Arizona (the “District Court”) against the Forest Supervisor for the Kaibab National Forest and the U.S. Forest Service (the “USFS” and together with the Forest Supervisor the “Defendants”) seeking an order (a) declaring that the USFS failed to comply with environmental, mining, public land, and historic preservation laws in relation to the Company’s Canyon mine, (b) setting aside any approvals regarding exploration and mining operations at the Canyon mine, and (c) directing operations to cease at the mine and enjoining the USFS from allowing any further exploration or mining-related activities at the Canyon mine until the USFS fully complies with all applicable laws. In April 2013, the Plaintiffs filed a Motion for Preliminary Injunction, which was denied by the District Court in September, 2013. In October 2013, the Plaintiffs appealed the District Court’s Order to the 9^th Circuit Court of Appeals, and filed two Emergency Motions for an Injunction Pending Appeal. In November 2013, the Company entered into a stipulation agreement with the Plaintiffs, which was extended in November 2014, under which the Company agreed to keep shaft sinking operations on standby until the earlier of the date the District Court issues a final appealable order on the merits of the Plaintiffs’ claims, or April 15, 2015, and the Plaintiffs agreed to stay their appeal and Emergency Motions. On April 7, 2015, the District Court issued its final ruling in favor of the Defendants and the Company and against the Plaintiffs on all counts. Thereafter, Plaintiffs dismissed their pending appeal regarding the District Court’s Preliminary Injunction decision and their Emergency Motions. The Plaintiffs have appealed the District Court’s ruling on the merits to the Ninth Circuit Court of Appeals, and have filed motions for an injunction pending appeal with the District Court. The Defendants and the Company each are required to file a consolidated response to those motions by May 11, 2015. If the Plaintiffs are successful on their motion for injunction pending appeal or on the merits, the Company may be required to maintain the mine on standby pending resolution of the matter. Such a required prolonged stoppage of mine development and mining activities could have a significant impact on future operations of the Company.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

OUTSTANDING SHARE DATA

At May 11, 2015, there were 19,677,552 common shares issued and outstanding, 849,069 warrants issued and outstanding to purchase a total of 849,069 common shares, and 975,862 stock options outstanding to purchase a total of 975,862 common shares and 153,850 restricted share units for a total of 21,774,653 common shares on a fully-diluted basis. In addition, at March 31, 2015, there were 22,000 Debentures outstanding, convertible into a total of 1,466,667 common shares.

CONTROLS AND PROCEDURES

In compliance with the requirements of National Instrument 52-109, our Certifying Officers have reviewed and certified the Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2015 and March 31, 2014, together with other financial information included in our securities filings. Our Certifying Officers have also certified that disclosure controls and procedures (“DC&P”) have been designed to provide reasonable assurance that material information relating to our company is made known within our company. Further, our Certifying Officers have certified that internal controls over financial reporting (“ICFR”) have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements. Based on the evaluation of the design and operating effectiveness of our company's DC&P and ICFR, our Certifying Officers concluded that our company's DC&P and ICFR were effective as at March 31, 2015.

During the three months ended March 31, 2015, there were no changes in the Company’s internal control over financial reporting that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

CORPORATE GOVERNANCE POLICIES

The disclosure required pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices has been made by the Company in its Management Information Circular for its Annual General Meeting to be held in 2015, which has been made available to shareholders and filed on SEDAR and EDGAR for internet access for public viewing.

Critical accounting estimates and judgments

The preparation of these consolidated financial statements in accordance with IFRS requires the use of certain critical accounting estimates and judgments that affect the amounts reported. It also requires management to exercise judgment in applying the Company’s accounting policies. These judgments and estimates are based on management’s best knowledge of the relevant facts and circumstances taking into account previous experience. Although the Company regularly reviews the estimates and judgments made that affect these financial statements, actual results may be materially different.

Significant estimates made by management include:

a.	Reserves and resources

Proven and probable reserves are the economically mineable parts of the Company’s measured and indicated mineral resources demonstrated by at least a preliminary feasibility study. The Company estimates its proven and probable reserves and measured, indicated and inferred mineral resources based on information compiled by appropriately qualified persons. The information relating to the geological data on the size, depth and shape of the ore body requires complex geological judgments to interpret the data. The estimation of future cash flows related to proven and probable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs along with geological assumptions and judgments made in estimating the size and grade of the ore body. Changes in the proven and probable reserves or measured, indicated and inferred mineral resources estimates may impact the carrying value of property, plant and equipment, goodwill, reclamation and remediation obligations, recognition of deferred tax amounts and depreciation, depletion and amortization.

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b.	Depreciation, depletion and amortization of property, plant and equipment

Property, plant and equipment comprise a large component of the Company’s assets and, as such, the depreciation and amortization of those assets have a significant effect on the Company’s financial statements. Depreciation and amortization of property, plant and equipment used in production is calculated on a straight line basis or a unit-of-production basis as appropriate.

Plant and equipment assets depreciated using a straight-line basis results in the allocation of production costs evenly over the assets useful life defined as a period of time. Plant and equipment assets depreciated on a units-of-production basis results in the allocation of production costs based on current period production in proportion to total anticipated production from the facility.

Mineral property assets are amortized using a unit-of-production basis that allocates the cost of the asset to production cost based on the current period’s mined ore as a proportion of the total estimated resources in the related ore body. The process of making these estimates requires significant judgment in evaluating and assessing available geological, geophysical, engineering and economic data, projected rates of production, estimated commodity price forecasts and the timing of future expenditures, all of which are, by their very nature, subject to interpretation and uncertainty.

Changes in these estimates may materially impact the carrying value of the Company’s property, plant and equipment and the recorded amount of amortization, depletion and depreciation.

c.	Valuation of long-lived assets

The Company undertakes a review of the carrying values of property, plant and equipment and intangibles whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and discounted net cash flows. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, the management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecast commodity prices, future operating and capital costs and reclamation costs to the end of the mine or mill’s life. These estimates are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values of plant, property and equipment and intangibles.

d.	Business combinations

Management uses judgment in applying the acquisition method of accounting for business combinations and in determining fair values of the identifiable assets and liabilities acquired. The value placed on the acquired assets and liabilities, including identifiable intangible assets, will have an effect on the amount of goodwill or bargain purchase gain that the Company may record on an acquisition. Changes in economic conditions, commodity prices and other factors between the date that an acquisition is announced and when it finally is consummated can have a material difference on the allocation used to record a preliminary purchase price allocation versus the final purchase price allocation which can take up to one year after acquisition to complete.

e.	Decommissioning liabilities

Decommissioning liabilities are recorded as a liability when the asset is initially constructed. The Company has accrued its best estimate of its share of the cost to decommission its mining and milling properties in accordance with existing laws, contracts and other policies. The estimate of future costs involves a number of estimates relating to timing, type of costs, mine closure plans, and review of potential methods and technical advancements. Furthermore, due to uncertainties concerning environmental remediation, the ultimate cost of the Company’s decommissioning liability could differ from amounts provided. The estimate of the Company’s obligation is subject to change due to amendments to applicable laws and regulations and as new information concerning the Company’s operations becomes available. The Company is not able to determine the impact on its financial position, if any, of environmental laws and regulations that may be enacted in the future.

f.	Determination of significant influence

Management determines its ability to exercise significant influence over an investment in shares of other companies by looking at its percentage interest and other qualitative factors including but not limited to its voting rights, representation on the board of directors, participation in policy-making processes material transactions between the Company and the associate, interchange of managerial personnel, provision of essential technical information and operating involvement.

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g.	Determination whether an acquisition represents a business combination or asset purchase

Management determines whether an acquisition represent a business combination or asset purchase by considering the stage of exploration and development of an acquired operation. Consideration is given to whether the acquired properties include mineral reserves or mineral resources, in addition to the permitting required and results of economic assessments.

Future Accounting Changes

The IASB issued the following new and revised standards and amendments, which are not yet effective which may have future applicability to the Company:

IFRS 15 Revenue from Contracts with Customers

On May 28, 2014 the IASB issued IFRS 15 Revenue from Contracts with Customers. The new standard is effective for annual periods beginning on or after January 1, 2017. Earlier application is permitted. IFRS 15 will replace IAS 11 Construction Contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfer of Assets from Customers, and SIC 31 Revenue – Barter Transactions Involving Advertising Services. The Company intends to adopt IFRS 15 in its financial statements for the annual period beginning on January 1, 2017. The extent of the impact of adoption of the standard has not yet been determined.

IFRS 9 Financial Instruments

On July 24, 2014 the IASB issued the complete IFRS 9 (IFRS 9 (2014)). IFRS 9 (2014) introduces new requirements for the classification and measurement of financial assets. Under IFRS 9 (2014), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. The Company intends to adopt IFRS 9 (2014) in its financial statements for the annual period beginning on January 1, 2018. The extent of the impact of adoption of the standard has not yet been determined.

Amendments to IFRS 11

On May 6, 2014 the IASB issued Accounting for Acquisitions of Interests in Joint Operations (Amendments to IFRS 11). The amendments require business combination accounting to be applied to acquisitions of interests in a joint operation that constitute a business. The amendments apply prospectively for annual periods beginning on or after January 1, 2016. The Company intends to adopt the amendments to IFRS 11 in its financial statements for the annual period beginning on January 1, 2016. The extent of the impact of adoption of the amendments has not yet been determined.

Amendments to IAS 16 and IAS 38

On May 12, 2014 the IASB issued amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets. The amendments made to IAS 16 explicitly state that revenue-based methods of depreciation cannot be used for property, plant and equipment. This is because such methods reflect factors other than the consumption of economic benefits embodied in the asset. The amendments in IAS 38 introduce a rebuttable presumption that the use of revenue-based amortization methods for intangible assets is inappropriate. This presumption could be overcome only when revenue and consumption of the economic benefits of the intangible asset are highly correlated or when the intangible asset is expressed as a measure of revenue. The Company intends to adopt the amendments to IAS 16 and IAS 38 in its financial statements for the annual period beginning on January 1, 2016. The extent of the impact of adoption of the amendments has not yet been determined.

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Amendments to IFRS 10 and IAS 28

On September 11, 2014 the IASB issued Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28). The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture (JV). Specifically, under the existing consolidation standard the parent recognises the full gain on the loss of control, whereas under the existing guidance on associates and JVs the parent recognises the gain only to the extent of unrelated investors’ interests in the associate or JV. The main consequence of the amendments is that a full gain/loss is recognised when the assets transferred meet the definition of a ‘business’ under IFRS 3 Business Combinations. A partial gain/loss is recognised when the assets transferred do not meet the definition of a business, even if these assets are housed in a subsidiary. The Company intends to adopt these amendments in its financial statements for the annual period beginning on January 1, 2016. The extent of the impact of adoption of the amendments has not yet been determined.

Amendments to IAS 1

On December 18, 2014 the IASB issued amendments to IAS 1 Presentation of Financial Statements as part of its major initiative to improve presentation and disclosure in financial reports (the “Disclosure Initiative”). These amendments will not require any significant change to current practice, but should facilitate improved financial statement disclosures. The Company intends to adopt these amendments in its financial statements for the annual period beginning on January 1, 2016. The extent of the impact of adoption of the amendments has not yet been determined.

ADDITIONAL IFRS FINANCIAL PERFORMANCE MEASURES

The Company has included the additional IFRS measure “Gross Profit” in the financial statements. Management noted that “Gross Profit” provides useful information to investors as an indication of the Company’s principal business activities before consideration of how those activities are financed, sustaining capital expenditures, corporate and exploration and evaluation expenses, finance income and costs, and taxation.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)	Fair value hierarchy:

(b)	Fair values:

As at March 31, 2015, the fair values of cash and cash equivalents, restricted cash, short-term deposits, receivables, accounts payable and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

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Financial assets and financial liabilities measured at fair value on a recurring basis include:

		Level 1			Level 2		Level 3		Total
Marketable securities		200			-		-		200
Convertible debentures		(14,066	)		-		-		(14,066	)
	$	(13,866	)	$	-	$	-	$	(13,866	)

(c)	Credit risk:

Credit risk relates to cash and cash equivalents and trade and other receivables and arises from the possibility that any counterparty to an instrument fails to perform. The Company only transacts with highly-rated counterparties and a limit on contingent exposure has been established for any counterparty based on that counterparty’s credit rating. The Company’s sales are attributable mainly to three multinational utilities. As at March 31, 2015, the Company’s maximum exposure to credit risk was the carrying value of cash and cash equivalents, trade receivables and taxes recoverable.

(d)	Liquidity risk:

Liquidity risk is the risk the Company will not be able to meet the obligations associated with its financial liabilities. The Company manages liquidity risk through the management of its capital structure. The Company has $35..20 million of working capital as at March 31, 2015 (December 31, 2014 - $38.60 million). Accounts payable and accrued liabilities, current portion of notes payable and current taxes payable are due within the current operating year. The Company’s financial liabilities and other commitments are listed in Notes 13 and 20.

The following are the contractual maturities of financial liabilities (undiscounted) outstanding as at March 31, 2015:

		< 1 year		1 to 2 years		2 to 5 years		Thereafter		Total
Accounts payable and accrued liabilities	$	3,164	$	-	$	-	$	-	$	3,164
Loans and borrowings	$	1,709	$	1,655	$	14,430	$	-		17,794
	$	4,873	$	1,655	$	14,430	$	-	$	20,958

(e)	Foreign Currency Risk:

The foreign exchange risk relates to the risk that the value of financial commitments, recognized assets or liabilities will fluctuate due to changes in foreign currency rates. The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

The following table summarizes, in United States dollar equivalents, the Company’s major foreign currency (Cdn$) exposures as of March 31, 2015:

Cash and cash equivalents	$	736
Accounts payable and accrued liabilities		(885	)
Loans and borrowings		(14,066	)
Total	$	(14,215	)

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at March 31, 2015 with all other variables held constant. It shows how net income would have been affected by changes in the relevant risk variable that were reasonably possible at that date.

	Change for		Increase (decrease) in other
	Sensitivity Analysis		comprehensive income
Strengthening net earnings	+1% change in U.S. dollar		($180)
Weakening net earnings	-1% change in U.S. dollar	$	180

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f)	Interest rate risk:

The Company is also exposed to an interest rate risk associated with the convertible debentures which is based on the spot market price of U₃O₈. The Company does not use derivatives to manage interest rate risk. The following chart displays the interest rate at various U₃O₈ price levels.

UxC U₃O₈ Weekly Indicator Price	Annual Interest Rate
Up to $54.99	8.50%
$55.00 – $59.99	9.00%
$60.00 – $64.99	9.50%
$65.00 – $69.99	10.00%
$70.00 – $74.99	10.50%
$75.00 – $79.99	11.00%
$80.00 – $84.99	11.50%
$85.00 – $89.99	12.00%
$90.00 – $94.99	12.50%
$95.00 – $99.99	13.00%
$100 and above	13.50%

(g)	Capital management:

The Company’s objectives, when managing capital, are to safeguard cash as well as maintain financial liquidity and flexibility in order to preserve its ability to meet financial obligations and deploy capital to develop its mining properties into production and to maintain investor, creditor and market confidence to sustain the future development of the business. The Company considers its capital structure to include share capital and working capital.

	March 31,	December 31,
	2015	2014
	$	$
Working Capital	35,195	38,604
Shareholders' equity	95,863	96,858

The Company’s financial strategy is designed to maintain a flexible capital structure consistent with the objectives stated above and to respond to business growth opportunities and changes in economic conditions. In order to maintain or adjust its capital structure, the Company may, from time to time, issue new shares, issue new debt (secured, unsecured, convertible and/or other types of debt instruments), acquire or dispose of assets or adjust its capital spending to manage its ability to continue as a going concern.

As of March 31, 2015, the Company is not subject to any externally imposed capital requirements.

QUALIFIED PERSON

The disclosure of scientific and technical information regarding Energy Fuels’ properties in this MD&A was prepared under the supervision of Stephen P. Antony, P.E. President and Chief Executive Officer of Energy Fuels, who is a Qualified Person in accordance with the requirements of National Instrument 43-101.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains forward looking information and forward looking statements within the meaning of applicable Canadian and United States securities laws. Those statements appear in a number of places in this MD&A and include, but are not limited to, statements and information regarding the Company’s current intent, belief or expectations primarily with respect to: the Company’s 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 Company’s 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 Company’s ability to increase production as market conditions warrant; sales volumes and future uranium and vanadium prices and treatment charges; the Company’s expectations with regard to obtaining term sales contracts; future trends in the Company’s 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 Company’s and industry’s 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”.

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 MD&A should not be unduly relied upon. This information speaks only as of the date of this MD&A. 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 Company’s 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 Company’s dependence on third parties in the provision of transportation and other critical services; title risks; risks associated with the ability of the Company to extend or renew mineral leases on favorable terms or at all; risks associated with the ability of the company to negotiate access rights on certain properties on favorable terms or at all; the adequacy of insurance coverage; uncertainty as to reclamation and decommissioning liabilities; the ability of the Company’s 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 Company’s 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; failure to complete proposed acquisitions and 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 Company’s and industry’s 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; failure to obtain suitable term contracts for the sale of uranium; 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 risks relating to the timing and ability to consummate the Company’s pending acquisition of Uranerz Energy Corporation.

- 15 -

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” in the Company’s Annual Information Form dated March 18, 2015 available at http://www.sedar.com, and in its Annual Report on Form 40-F available at http://www.sec.gov/edgar.shtml. The forward-looking statements and forward-looking information contained in this MD&A 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.

Cautionary Note to United States Investors Concerning Estimates of Measured, Indicated and Inferred Resources: This MD&A may use the terms “Measured”, “Indicated” and “Inferred” Resources. United States investors are advised that, while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. “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, estimates of Inferred Mineral Resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of Measured or Indicated Mineral Resources will ever be converted into Mineral Reserves. United States investors are also cautioned not to assume that all or any part of an Inferred Mineral Resource exists, or is economically or legally mineable.

- 16 -

CONSENT OF STEPHEN P. ANTONY

I consent to the inclusion in the Management’s Discussion and Analysis of Energy Fuels Inc. (the “Company”) for the three months ended March 31, 2015 (the “MD&A”), of references to my name with respect to the disclosure of scientific and technical information regarding the Company’s properties (the “Technical Information”).

I also consent to the incorporation by reference in the Company’s (i) Registration Statement on Form F-10 (No. 333-194916), as amended, and (ii) Registration Statement on Form F-4 (No. 333-203996), filed with the United States Securities and Exchange Commission, of the references to my name and the Technical Information in the MD&A.

/s/ Stephen P. Antony, P.E.

Name: Stephen P. Antony, P.E.

Title: President and Chief Executive

Officer, Energy Fuels Inc.

Date: May 11, 2015

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Stephen P. Antony, Chief Executive Officer of Energy Fuels Inc., certify the following:

1.	*Review:* I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of *Energy Fuels Inc. (the “issuer”) for the interim period ended March 31, 2015*.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109

	Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the “Internal Control – Integrated Framework (2013)” issued by the Committee for Sponsoring Organizations of the Treadway Commission.

5.2	N/A

5.3	N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 11, 2015

Signed (“Stephen P. Antony”)
Stephen P. Antony
Chief Executive Officer

FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Daniel G. Zang, Chief Financial Officer of Energy Fuels Inc., certify the following:

1.	*Review:* I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of *Energy Fuels Inc. (the “issuer”) for the interim period ended March 31, 2015.*

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4.	*Responsibility:* The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109

	Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5.	*Design:* Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer and I have, as at the end of the period covered by the interim filings:

(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:

	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b)

5.1	*Control framework:* The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the “Internal Control – Integrated Framework (2013)” issued by the Committee for Sponsoring Organizations of the Treadway Commission.

5.2	N/A

5.3	N/A

6.	*Reporting changes in ICFR:* The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2015 and ended on March 31, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: May 11, 2015

(Signed) “Daniel G. Zang”)
Daniel G. Zang
Chief Financial Officer

	Suite 500 – 2 Toronto Street
	Toronto, Ontario M5C 2B6
	Tel: 416 214 2810
	Fax: 416 214 2727
	investorinfo@energyfuels.com
	www.energyfuels.com

Energy Fuels Announces Quarterly Results for the Three Months Ended March 31, 2015

•	Strong working capital position, sales revenue, & gross profit

•	Production at White Mesa Mill & Pinenut Mine exceeding previous forecast

•	Progress toward completion of pending acquisition of Uranerz Energy Corporation

•	Uranerz acquisition to diversify production, add ISR capability, and enhance sales contract portfolio

•	Stockpiled ore & alternate feed materials provide additional optionality for timely future cash flow generation as uranium markets recover

Toronto, Ontario and Lakewood, Colorado – May 11, 2015

Energy Fuels Inc. (NYSE MKT:UUUU; TSX:EFR) (“Energy Fuels” or the “Company”) today reported its financial results for the three months ended March 31, 2015. The Company’s Quarterly Consolidated Financial Statements, along with Management’s Discussion and Analysis are available through its filings with the securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be viewed at www.sedar.com, and in the United States on the Electronic Document Gathering and Retrieval System (“EDGAR”) which, along with the Company’s quarterly report on Form 6-K, may be viewed at www.sec.gov/edgar.shtml, and on the Company’s website at www.energyfuels.com. Unless noted otherwise, all dollar amounts are in US dollars.

Stephen P. Antony, the Company’s President and CEO, stated: “As our first quarter results demonstrate, Energy Fuels continues as a leader among US uranium companies, on account of our uranium production, balance sheet, contract portfolio, and capability to significantly ramp-up production in the future as market conditions improve. We are quietly achieving success through the execution of a disciplined, yet aggressive, business plan that provides Energy Fuels with the ‘staying power’ to effectively capitalize on the expected uranium market recovery. As a result, we are generating gross profits from our mining and milling operations and maintaining a strong balance sheet. This has provided us with a solid growth platform, yet also allowed us to avoid the need for an equity financing since 2013.

“Finally, with the expected addition of Uranerz to our corporate family later this year, we will further enhance Energy Fuels’ torque to uranium price increases. Wyoming’s Powder River Basin, where Uranerz’ Nichols Ranch Project is located, is among the best ISR uranium production districts in the U.S. with over two-thirds of all U.S. uranium production coming from this district in 2014. We believe that with appropriate investment in development and production expansion, timed to the expected market recovery, the Nichols Ranch Project can achieve its production potential. Indeed as prices recover, we believe our acquisition of Uranerz will give Energy Fuels the potential to produce more uranium, sooner. Despite the continued challenge of today’s uncertain uranium markets, I am more optimistic than ever about the future of Energy Fuels.”

Financial and Operational Highlights for the Three Months ended March 31, 2015:

•	$7.60 million of total revenue was realized by the Company.

•	Gross Profit of $3.65 million from mining and milling operations was realized by the Company, representing a gross profit margin of approximately 48%.

•	A net loss of $2.36 million was realized by the Company.

•	116,667 pounds of U₃O₈sales were completed by the Company at an average realized price of $59.95 per pound, pursuant to an existing term contract.

•	197,116 pounds of U₃O₈were produced from the Company’s White Mesa Mill of which 113,881 pounds were from alternate feed materials and other processing, and 25,162 pounds were from the Company’s Arizona mines. 58,073 pounds were produced under a processing arrangement for the account of a 3^rdparty.

•	At March 31, 2015, the Company had $35.20 million of working capital, including cash and cash equivalents of $6.54 million and 816,408 pounds of uranium concentrate inventory. The Company’s contractual deliveries and related sales are based on delivery schedules which can vary from quarter to quarter. As discussed below, the Company expects to sell an additional 683,333 pounds of U₃O₈ during the remainder of the year under existing contracts which will generate significant cash for the Company’s operational needs. The Company believes it has sufficient cash and resources to carry out its business plan beyond calendar year 2015.

•	On January 5, 2015, Energy Fuels announced the execution of a definitive agreement (“DA”) pursuant to which, upon receipt of shareholder and regulatory approvals, the Company would acquire all of the issued and outstanding shares of common stock of Uranerz Energy Corporation. Under the terms of the DA, shareholders of Uranerz would receive 0.255 common shares of Energy Fuels for each share of Uranerz common stock held.

•	On February 6, 2015, the Company announced that it is preparing to resume development at its high-grade Canyon mine in Arizona. The Company expects to transition mining personnel from the currently-producing Pinenut mine to the Canyon mine during Q2-2015, at which point the Company expects the economic resources at the Pinenut mine to be depleted.

•	On February 17, 2015, the Company announced that it had acquired a 50% interest in the high- grade Wate uranium deposit (the “Wate Project”) from VANE Minerals (US) LLC (“VANE”). The Wate Project is held in the Wate Mining Company, LLC joint venture (“LLC”). The other 50% of the LLC is held by Uranium One Americas, Inc. The Wate Project is a high-grade uranium deposit located in Arizona that is estimated to host approximately 1.12 million pounds of uranium contained in approximately 0.07 million tons of Inferred Mineral Resources with an average grade of 0.79% eU₃O₈.

Selected Summary Financial Information:

		Three months			Three months
		ended March 31,			ended March 31,
$000, except per share data		2015			2014
Results of Operations:
Total revenues	$	7,600		$	11,361
Gross profit		3,649			2,790
Net income (loss)		(2,361	)		(6,342	)
Basic and diluted earnings (loss) per share		(0.12	)		(0.32	)

		As at March 31,		As at December 31,
$000's		2015		2014
Financial Position:
Working capital	$	35,195	$	40,121
Property, plant and equipment		67,206		65,873
Total assets		131,933		134,241
Total long-term liabilities		31,110		27,563

Outlook for FY-2015

Energy Fuels intends to continue to strengthen its position as the leading uranium mining company focused on the United States. The Company expects to accomplish this through:

1)	Pursuing the completion of the Company’s acquisition of Uranerz.

2)	Continuing the current Mill campaign to process alternate feed materials into mid-2015.

3)	Continuing mining at the Pinenut Mine until the economic resources are depleted, which is expected to occur in mid-2015. Pinenut ore is being shipped to the White Mesa Mill and is expected to be processed in 2016.

4)	Continuing development of the Canyon Mine.

5)	After mid-2015, continuing activities at the White Mesa Mill (except for mineral processing), and maintaining the facility in a state of readiness for the purpose of restarting mineral processing operations in 2016, or earlier as market conditions, cash needs and/or contract delivery requirements may warrant.

6)	Maintaining “standby” mines in a state of readiness for the purpose of restarting ore production as market conditions may warrant.

7)	Continuing ongoing business development activities, including permitting and development of existing projects.

8)	Evaluating the potential to acquire additional uranium properties in the United States.

Production and Operations

The Company has three existing long-term contracts, which require future deliveries of 683,333 pounds during the remainder of FY-2015, 450,000 pounds in FY-2016 and 420,000 pounds in FY-2017. Of these amounts, a total of 653,333 pounds is required to be produced by the Company, while Energy Fuels has the option to fulfill the remaining 900,000 pounds from production and/or purchase. For the 683,333 pounds of the remaining FY-2015 deliveries, the Company anticipates utilizing 383,333 pounds of produced material on hand and has contracted for the purchase of 300,000 pounds of U₃O₈. For the FY- 2016 and FY-2017 contractual deliveries, the Company plans to utilize 500,000 pounds of finished goods inventory expected to be on hand at the end of FY-2015 and to produce a minimum of 370,000 pounds of U₃O₈ in future mill campaigns at the White Mesa Mill. While the Company expects to produce the 370,000 pounds required, the Company may elect to purchase all or a portion of this material in the spot market. This flexibility will allow the Company to monitor market conditions to determine the most favorable and economic approach to fulfilling these remaining deliveries.

Sales

The Company forecasts FY-2015 sales to total approximately 800,000 pounds of U₃O₈, of which 116,666 pounds were sold in the first quarter. All 800,000 pounds have been, or will be, sold into its three existing long-term contracts discussed above. Energy Fuels expects to receive an average realized price of $57.45 per pound of U₃O₈ sold during FY-2015 across all of its contracts. While the Company does not expect to make any sales into the spot market during FY-2015, it will continue to monitor market conditions for sales opportunities if economically justified and/or to generate cash for operations and development.

Effect on production and sales if the Uranerz Acquisition is completed

In the event the proposed acquisition of Uranerz is completed, the Company may invest funds in well field development for Uranerz through the end of FY-2016, depending on actual and expected market conditions. In order to finance this investment, the Company may engage in additional mining and milling activities to produce finished product in excess of the amounts required for its contracts and to sell such production into the spot market and/or raise additional equity capital.

Stephen P. Antony, P.E., President & CEO of Energy Fuels, is a Qualified Person as defined by National Instrument 43-101 and has reviewed and approved the technical disclosure contained in this news release.

About Energy Fuels: Energy Fuels is currently America’s largest conventional uranium producer. Energy Fuels operates the White Mesa Mill, which is the only conventional uranium mill currently operating in the U.S. The mill is capable of processing 2,000 tons per day of uranium ore and has a licensed capacity of over 8 million lbs. of ^U3^O8^{. Energy Fuels
has projects located in a number of Western U.S. states,}including a producing mine, mines on standby, and mineral properties in various stages of permitting and development. The Company’s common shares are listed on the NYSE MKT under the trading symbol “UUUU”, and on the Toronto Stock Exchange under the trading symbol “EFR”.

ADDITIONAL IFRS FINANCIAL PERFORMANCE MEASURES

The Company has included the additional IFRS measure of “Gross Profit” in the financial statements and in this news release. Management noted that “Gross Profit” provides useful information to investors as an indication of the Company’s principal business activities before consideration of how those activities are financed, sustaining capital expenditures, corporate and exploration and evaluation expenses, finance income and costs, and taxation.

IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS OF URANERZ ENERGY CORP. AND ENERGY FUELS INC.

On January 5, 2015, the Company announced a transaction whereby it would acquire all of the issued and outstanding shares of Uranerz Energy Corp. (“Uranerz”). This press release is for informational purposes only and does not constitute an offer to purchase, a solicitation of an offer to sell the shares of common stock of Uranerz or a solicitation of any proxy, vote or approval. Energy Fuels has filed with the United States Securities and Exchange Commission (“SEC”) a registration statement on Form F-4 that includes a proxy statement of Uranerz that also constitutes a prospectus of Energy Fuels. Energy Fuels and Uranerz also have or plan to file with or furnish other documents to securities regulatory authorities in Canada and the United States regarding the proposed acquisition of Uranerz by Energy Fuels.

INVESTORS AND STOCKHOLDERS OF URANERZ ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION OF URANERZ BY ENERGY FUELS.

Anyone may obtain copies of these documents as they become available free of charge under Energy Fuels’ profile on SEDAR at www.sedar.com or EDGAR at www.sec.gov, as applicable, or by accessing Energy Fuels’ website at www.energyfuels.com under the heading “Investors” and from Energy Fuels directly by contacting Curtis Moore, Investor Relations: (303) 974-2140. Documents will also be available free of charge under Uranerz’ profile on EDGAR at www.sec.gov or on SEDAR at www.sedar.com, or by accessing Uranerz’ website at www.uranerz.com under the heading “Investors” and from Uranerz directly by contacting Derek Iwanaka, Investor Relations: (800) 689-1659. Energy Fuels, Uranerz, their respective directors and certain of their executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Uranerz in connection with the proposed acquisition of Uranerz by Energy Fuels. Information about the directors and executive officers of Uranerz is set forth in its annual report on Form 10-K for the year-ended December 31, 2014, which was filed with the SEC on March 16, 2015. Information about the directors and executive officers of Energy Fuels can be found in its annual information form dated March 18, 2015, which is available at www.sedar.com and www.sec.gov. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains certain “Forward Looking Information” and “Forward Looking Statements” within the meaning of applicable Canadian and United States securities legislation, which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company and its projects and with respect to the market outlook, including: production and sales forecasts; the Company’s expectations as to longer term fundamentals in the market and price projections; the Company’s expectations as to expenditures and cost reductions; the Company’s ability to preserve its cash resources, maintain its resource base and be able to restart production as market conditions warrant; the successful closing of the Uranerz acquisition and the ability of the Company to realize the expected benefits of the acquisition and to become the dominant uranium company focusing on the United States. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” “does not expect”, “is expected”, “is likely”, “budget” “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, or “believes”, or variations of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “have the potential to”. All statements, other than statements of historical fact, herein are considered to be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements express or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements include: risks associated with estimating production, forecasting future price levels necessary to support production, and the Company’s ability to increase production in response to any increases in commodity prices; risks inherent in the Company’s and industry’s forecasts or predictions of future uranium prices; risks of delays in obtaining permits and licenses that could impact expected production levels or increases in expected production levels; government and third party actions with respect to supplies of secondary sources of uranium; fluctuations or changes in the market prices of uranium; risks associated with the acquisition and integration of Uranerz; and the other factors described under the caption “Risk Factors” in the Company’s Annual Information Form dated March 18, 2015, which is available for review on SEDAR at www.sedar.com, and in its Form 40-F, which is available for review on EDGAR at www.sec.gov/edgar.shtml. Forward-looking statements contained herein are made as of the date of this news release, and the Company disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.

The Company assumes no obligation to update the information in this communication, except as otherwise required by law. Additional information identifying risks and uncertainties is contained in Energy Fuels’ filings with the various securities commissions which are available online at www.sec.gov and www.sedar.com. Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of the management of Energy Fuels relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. Readers are also cautioned not to place undue reliance on these forward-looking statements, that speak only as of the date hereof.

Investor Relations Inquiries:

Curtis Moore, VP - Marketing & Corporate Development

(303) 974-2140 or (888) 864-2125

investorinfo@energyfuels.com

www.energyfuels.com

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