Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
Registration No. 333-194916
To Prospectus Supplement dated September 29, 2015
(To Prospectus dated April 9, 2014)
Energy Fuels Announces Augmentation of Uranium Production
Capabilities at
Nichols Ranch, Establishment of Normal Course Issuer
Bid on Convertible
Debentures, and Filing of Prospectus Supplement
Lakewood, Colorado September 29, 2015
Energy Fuels Inc. (NYSE MKT:UUUU; TSX:EFR) (Energy Fuels
or the Company) is pleased to provide the following operational and
corporate updates.
Augmentation of Nichols Ranch Production Capabilities:
The Company is pleased to announce that it has commenced
construction of the elution circuit at its Nichols Ranch (Nichols Ranch) in
situ recovery (ISR) processing facility located in Wyomings Powder River
Basin. Since Nichols Ranch began operations in April 2014, loaded resins have
been shipped to other nearby third party-owned facilities for final yellowcake
stripping, drying and packaging. Upon completion of construction of the elution
circuit at Nichols Ranch, the Company will have entirely self-contained ISR
processing capabilities.
When the Nichols Ranch Plant was originally designed and
constructed, it was contemplated that elution equipment would be installed in
the future. As a result, space in the plant was designed to accommodate the
facilities and equipment now being installed. The Company expects to spend
approximately $3.9 million to complete these plant upgrades. In comparison to
continuing to process through other outside facilities, and based on expected
production at Nichols Ranch, the Company expects this capital investment to
realize a positive return.
Normal Course Issuer Bid for Convertible Debentures:
The Company is also pleased to announce that it intends to
conduct a normal course issuer bid (the NCIB) for the Companys outstanding
floating-rate convertible unsecured subordinated debentures, which mature on
June 30, 2017 (the Debentures). Under the NCIB, the Company may repurchase up
to C$2.2 million of the Debentures, representing 10% of the public float of the
Debentures, over the next 12 months. As of September 29, 2015, an aggregate of
C$22 million principal amount of Debentures are issued and outstanding.
Purchases will be made through the facilities of the Toronto Stock Exchange
(TSX) and alternative trading systems in Canada at the prevailing market price
of the Debentures. All Debentures purchased under the NCIB will be canceled. The
Company believes that the repurchase of Debentures would be advantageous to the
Company, for the following reasons:
1) |
The Debentures were issued on July 24, 2012 (the Issue
Date) and are currently trading on the TSX at a substantial discount to
both their redemption amount and the amount due on maturity; |
|
|
2) |
Any repurchases would result in the Company avoiding
future interest costs on the repurchased Debentures;
and |
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3) |
Since the Issue Date, the Canadian-US dollar exchange
rate has declined by approximately 25% and substantially all of the
Companys operations are in the U.S. |
The Company will have the ability to acquire Debentures under
the NCIB commencing on October 2, 2015. The NCIB will terminate on October 1,
2016 or on such earlier date as the Company may complete its purchases or
otherwise terminate the NCIB. Pursuant to TSX policies, daily purchases made by
the Company pursuant to the NCIB will not exceed C$2,023 principal amount of the
Debentures, being 25% of the average daily trading volume of C$8,094 principal
amount of the Debentures on the TSX for the past six months, subject to certain
exceptions (including block purchases) prescribed by the TSX.
To the knowledge of Energy Fuels, no director, senior officer
or insider of Energy Fuels currently intends to sell any Debentures under the
NCIB. However, sales by any such person through the facilities of the TSX may
occur as the personal circumstances of such person changes or such person makes
decisions unrelated to the NCIB. The benefits to any such person whose
Debentures are purchased would be the same as the benefits available to all
other holders whose Debentures are purchased under the NCIB
Prospectus Supplement to Qualify At-The-Market Offering of
Common Shares:
The Company is also pleased to announce that on September 29,
2015, the Company filed a prospectus supplement (Supplement) in both Canada
and the United States to its Canadian base shelf prospectus (the Canadian Base
Prospectus) and U.S. registration statement on Form F-10 (the Registration
Statement), both of which were filed on April 9, 2014. Concurrent with the
filing of the Supplement, the Companyentered into a Controlled Equity
OfferingSM Sales Agreement with Cantor Fitzgerald & Co.
(Cantor), pursuant to which the Company may, at its discretion from time to
time, sell, through Cantor as agent, up to US$15,640,000 worth of common shares
by way of an at-the-market offering (the ATM). Sales of the shares, if any,
would occur by means of ordinary brokers transactions or block trades, with
sales only being made on the NYSE MKT at market prices. Any decision to
undertake sales of common shares pursuant to the ATM would be at the Companys
sole discretion. No common shares will be offered or sold through the ATM on the
TSX.
The current intention is to use the proceeds, if any, of the
ATM to: (i) repurchase any Debentures pursuant to the NCIB; (ii) fund
development at Nichols Ranch (including the plant upgrades described above);
(iii) finance the previously announced development of the high-grade Canyon
conventional uranium mine in Arizona; and (iv) fund the Companys general
corporate needs and working capital requirements. Copies of the Supplement, the
Canadian Base Prospectus, the Registration Statement, and any other related
documents are available for free by visiting the Companys profiles on SEDAR at
www.sedar.com or EDGAR www.sec.gov, as applicable. Alternatively,
Cantor can arrange to send interested investors the Supplement and the
Registration Statement by contacting, Cantor Fitzgerald & Co., attention:
Equity Capital Markets, 110 East 59th Street, New York, New York
10022, telephone: 212-829-7122, and the Company can arrange to send interested
investors the Supplement and the Canadian Base Prospectus by contacting the
Companys Investor Relations department at (303) 974-2140.
Stephen P. Antony, President and CEO of Energy Fuels stated:
By upgrading the Nichols Ranch Plant, Energy Fuels will have self-sufficient
ISR uranium production, thereby fixing the operating costs associated with these
activities and avoiding future toll processing fee increases and related
uncertainties. In addition, we are proactively managing our balance sheet and
expanding our corporate financing options through the NCIB and ATM, and we
believe both options can lower our cost of capital and increase our financial flexibility. We believe the NCIB
will allow us to repurchase Debentures at a significant discount to both their
redemption value and the amount due at maturity, during a currently favorable
foreign exchange environment. ATMs are employed by a number of U.S.-listed
public companies, including U.S.-listed mining companies, and we believe the ATM
will provide additional flexibility to raise equity financing in the future, if
and when required.
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This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of, common shares
or Debentures in any state or province in which such offer, solicitation or sale
would be unlawful, prior to registration or qualification under the securities
laws of any such state, province, or other jurisdiction.
About Energy Fuels: Energy Fuels is a leading
integrated US-based uranium mining company, supplying
U3O8 to majornuclear utilities.
Energy Fuels operates two of Americas key uranium production centers,
the White Mesa Mill in Utah and the Nichols Ranch Processing
Facility in Wyoming. The White Mesa Mill is the only conventional uranium mill
operating in the U.S. today and has a licensed capacity of over 8 million
pounds of U3O8 per year. The
Nichols Ranch Processing Facility, acquired in the Companys acquisition
of Uranerz Energy Corporation, is an in situ recovery (ISR) production center
with a licensed capacity of 2 million pounds of U3O8 per year. Energy Fuels also has the largest NI
43-101 compliant uranium resource portfolio in the U.S. among producers,
and uranium mining projects located in a number of Western U.S. states,
including two producing mines, mines on standby, and mineral properties in
various stages of permitting and development. The Companys common shares are
listed on the NYSE MKT under the trading symbol UUUU, and on the Toronto Stock
Exchange under the trading symbol EFR.
CAUTIONARY STATEMENT 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, including: the ability of the
Company to augment its production capabilities, completion of the elution plant,
returns associated with the plant upgrades, the ability of the Company to
repurchase Debentures under favorable conditions under the NCIB, and the
successful utilization of the ATM. 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: the ability of the Company to augment its production capabilities,
completion of the elution plant, obtaining the returns associated with the plant
upgrades, the ability of the Company to repurchase Debentures under favorable conditions under the NCIB, the utilization of the ATM, and
the other factors described under the caption Risk Factors in the Companys
Annual Information Form dated March 18, 2015, which is available for review on
SEDAR at www.sedar.com, in its Form 40-F, which is available for review on EDGAR
at
www.sec.gov/edgar.shtml and in its prospectus supplement dated
September 29, 2015 which is available for review on SEDAR and EDGAR.
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 managements 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.
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The Company assumes no obligation to update the information
in this communication, except as otherwise required by law.
Investor Inquiries:
Energy Fuels Inc.
Curtis Moore
VP Marketing
and Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com
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