UUUU Energy Fuels Inc

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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 November, 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.

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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 the Registration Statement on Form F-10 of Energy Fuels Inc. (File No. 333-194916), as amended or supplemented.

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: November 5, 2015	David C. Frydenlund
	Senior Vice President, General Counsel & Corporate
	Secretary

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INDEX TO EXHIBITS

	99.1	Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2015 and September 30, 2014
	99.2	Management’s Discussion and Analysis for the three and nine months ended September 30, 2015
	99.3	Consent of Stephen P. Antony
	99.4	Certification of Interim Filing – CEO
	99.5	Certification of Interim Filing – CFO

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Energy Fuels Inc.

Condensed Consolidated Interim Financial Statements

For the three and nine months ended

September 30, 2015 and September 30, 2014

(Unaudited)

(Expressed in U.S. Dollars)

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ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Financial Position

(Unaudited)

(Expressed in thousands of U.S. dollars)

		September 30, 2015			December 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	17,740		$	10,410
Marketable securities		165			284
Trade and other receivables		496			600
Inventories (Note 6)		34,795			31,306
Prepaid expenses and other assets		1,107			478
Assets held for sale (Note 7)		1,301			1,953
		55,604			45,031
Non-current
Notes receivable		723			682
Inventories (Note 6)		-			2,245
Investment in Virginia Energy Resources Inc.		359			380
Property, plant and equipment (Note 10)		132,693			65,873
Intangible assets (Note 8)		10,910			3,882
Restricted cash (Note 11)		12,980			16,148
Goodwill (Note 9)		54,711			-
	$	267,980		$	134,241
LIABILITIES & EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	7,313		$	4,743
Deferred revenue		-			1,517
Derivative liability (Note 13)		164			-
Current portion of long-term liabilities
Decommissioning liabilities (Note 11)		1,142			121
Loans and borrowings (Note 12)		3,902			46
		12,521			6,427
Non-current
Deferred revenue		1,835			-
Decommissioning liabilities (Note 11)		16,929			15,170
Loans and borrowings (Note 12)		29,545			15,786
		60,830			37,383
Equity
Capital stock (Note 13)		339,099			232,835
Contributed surplus		27,535			22,568
Share purchase warrants (Note 13)		4,128			4,714
Deficit		(170,994	)		(163,978	)
Accumulated other comprehensive income		3,264			719
		203,032			96,858
Non-controlling interests		4,118			-
		207,150			96,858
	$	267,980		$	134,241

 Commitments and contingencies (Note 17)
 Subsequent event (Note 18)

Approved by the Board

(signed) Stephen P. Antony, Director

(signed) Bruce D. Hansen, Director

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

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ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Comprehensive Income (Loss)

(Unaudited)

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

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
REVENUES (Note 15)	$	19,159		$	21,164		$	50,464		$	46,050
COST OF SALES
Production cost of sales		(11,477	)		(11,858	)		(27,953	)		(27,209	)
Depreciation, depletion and amortization		(456	)		(1,124	)		(1,617	)		(3,073	)
TOTAL COST OF SALES		(11,933	)		(12,982	)		(29,570	)		(30,282	)
GROSS PROFIT		7,226			8,182			20,894			15,768
Care and maintenance expenses (Note 15)		(1,702	)		(1,074	)		(4,758	)		(2,614	)
Selling, general and administrative expenses (Note 15)		(5,699	)		(3,581	)		(12,994	)		(12,620	)
Finance income (expense) (Note 15)		(11	)		(168	)		(1,827	)		(2,925	)
Impairment of plant, property and equipment		-			-			-			(30,781	)
Impairment of assets held for sale (Note 7)		(2,000	)		-			(2,000	)		-
Other expense (Note 15)		(207	)		(93	)		(6,382	)		(224	)
NET INCOME (LOSS) BEFORE TAXES		(2,393	)		3,266			(7,067	)		(33,396	)
Income tax expense		-			(190	)		-			(198	)
NET INCOME (LOSS) FOR THE PERIOD		(2,393	)		3,076			(7,067	)		(33,594	)
ITEMS THAT MAY BE RECLASSIFIED TO PROFIT OR LOSS
Unrealized gain on available-for-sale assets		201			(4	)		119			348
Gains on available-for-sale financial assets reclassified to profit or loss		-			-			-			(198	)
Share of other comprehensive income of Virginia Energy Resources Inc.		-			15			7			74
Foreign currency translation adjustment		875			937			2,419			719
TOTAL OTHER COMPREHENSIVE INCOME		1,076			948			2,545			943
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD	$	(1,317	)	$	4,024		$	(4,522	)	$	(32,651	)
Net income (loss) attributable to:
Owners of the Company		(2,342	)		3,076			(7,016	)		(33,594	)
Non-controlling interests		(51	)		-			(51	)		-
		(2,393	)		3,076			(7,067	)		(33,594	)
Comprehensive income (loss) attributable to:
Owners of the Company		(1,266	)		4,024			(4,471	)		(32,651	)
Non-controlling interests		(51	)		-			(51	)		-
		(1,317	)		4,024			(4,522	)		(32,651	)
BASIC AND DILUTED INCOME (LOSS) PER SHARE	$	(0.05	)	$	0.16		$	(0.24	)	$	(1.71	)

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

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ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Changes in Equity

(Unaudited)

(Expressed in thousands of U.S. dollars)

		Nine Months Ended
		September 30,
		2015			2014
Capital stock (Note 13)
Balance, beginning of period	$	232,835		$	232,089
Shares issued in connection with the acquisition of Uranerz Energy Corporation (Note 5)		105,673			-
Share issued for property acquisitions		293			-
Shares issued for exercise of stock options		219			139
Shares issued for exercise of share purchase warrants		1			607
Tax recovery from expired share purchase warrants		78			-
Balance, end of period		339,099			232,835
Contributed surplus
Balance, beginning of period		22,568			21,182
Share-based compensation		4,492			1,256
Share purchase warrants expired		587			-
Tax expense from expired share purchase warrants		(78	)		-
Stock options exercised		(34	)		(19	)
Balance, end of period		27,535			22,419
Share purchase warrants (Note 13)
Balance, beginning of period		4,714			4,838
Exercised share purchase warrants		1			(124	)
Share purchase warrants expired		(587	)		-
Balance, end of period		4,128			4,714
Deficit
Balance, beginning of period		(163,978	)		(120,366	)
Net loss for the period		(7,016	)		(33,594	)
Balance, end of period		(170,994	)		(153,960	)
Accumulated other comprehensive income (loss)
Balance, beginning of period		719			(610	)
Unrealized gain on available-for-sale assets		119			348
Gains on available-for-sale financial assets reclassified to profit or loss		-			(198	)
Share of comprehensive loss of equity-accounted investees		7			74
Foreign currency translation reserve		2,419			719
Balance, end of period		3,264			333
Total shareholders' equity		203,032			106,341
Non-controlling interest (Note 5)
Balance, beginning of period		-			-
Non-controlling interest in Arkose upon acquisition of Uranerz Energy Corp. (Note 5)		3,982			-
Contributions attributable to non-controlling interest		187			-
Net loss attributable to non-controlling interest		(51	)		-
Balance, end of period		4,118			-
Total equity	$	207,150		$	106,341

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

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ENERGY FUELS INC.

Condensed Consolidated Interim Statements of Cash Flows

(Unaudited)

(Expressed in thousands of U.S. dollars)

		Nine Months Ended
		September 30,
		2015			2014
OPERATING ACTIVITIES
Net loss for the period	$	(7,067	)	$	(33,594	)
Items not involving cash:
Depletion, depreciation and amortization		5,270			7,133
Stock-based compensation		811			1,256
Finance (income) expense (Note 15)		1,827			2,925
Unrealized foreign currency translation expense (income)		351			(208	)
Impairment of plant, property and equipment		-			30,781
Adjustment of decommissioning liability (Note 11)		1,266			-
Impairment of assets held for sale (Note 7)		2,000			-
Other (income) expense		3,958			478
Cash received for services not yet provided		318			221
Changes in operating assets and liabilities		2,472			(10,135	)
Expenditures on reclamation of mineral interests		(1,081	)		(884	)
Interest received		60			34
		10,185			(1,993	)
INVESTING ACTIVITIES
Development expenditures on property, plant and equipment		(4,050	)		(859	)
Expenditures on exploration and evaluation		(5,242	)		(1,289	)
Cash received from sale of assets held for sale (Note 7)		-			1,995
Net cash acquired in the acquisition of Uranerz Energy Corp. (Note 5)		2,459			-
Proceeds from sale of marketable securities		-			415
Change in cash deposited with regulatory agencies for decommissioning liabilities, net of interest		5,268			9,026
		(1,565	)		9,288
FINANCING ACTIVITIES
Issuance of common shares upon exercise of warrants and options, net of share issuance costs		187			603
Cash received from non-controlling interest		187			-
Repayment of borrowings		(784	)		(87	)
Interest paid on convertible debentures		(736	)		(869	)
		(1,146	)		(353	)
INCREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD		7,474			6,942
Effect of exchange rate fluctuations on cash held		(144	)		(107	)
Cash and cash equivalents - beginning of period		10,410			6,628
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	17,740		$	13,463
Non-cash investing and financing transactions:
Issuance of secured notes for acquisition of mineral properties		446			-
Issuance of common shares for acquisition of mineral properties		293			-
Issuance of common shares for exercise of warrants and options		187			603
Issuance of common shares, options and warrants for acquisition of Uranerz Energy Corporation		110,268			-

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

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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. is 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 November 5, 2015.

Transition to U.S. GAAP

In 2013 the Company listed its shares on the NYSE MKT, and accordingly registered its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This registration subjected the Company to ongoing reporting requirements under the Exchange Act. Under the multi-jurisdictional disclosure system, Canadian issuers that meet the definition of ‘foreign private issuer’ under the rules of the United States Securities and Exchange Commission (the “SEC”) are permitted to use Canadian disclosure documents to largely satisfy their reporting requirements with the SEC. The Company satisfied the requirements for ‘foreign private issuer’ status until June 30, 2015, at which time the acquisition of Uranerz Energy Corporation (Note 5) caused the Company to have more than 50% of its outstanding voting securities of record held either directly or indirectly by residents of the United States.

As a result of the Company ceasing to qualify as a ‘foreign private issuer’, the Company will need to comply with the U. S. domestic issuer reporting regime under the Exchange Act effective as of January 1, 2016. As a U.S. domestic issuer, the Company will be required to file an annual report on Form 10-K covering Fiscal 2015. The Company will also, as of January 1, 2016, be required to file quarterly reports on Form 10-Q and current reports on Form 8-K under the Exchange Act and to comply with the SEC proxy rules under Section 14 of the Exchange Act and file an associated proxy statement for its Fiscal 2016 annual general meeting.

U.S. domestic issuers are required to prepare their financial statements that are included in SEC filings in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and report in U.S. dollars. Accordingly, the Company’s annual report on Form 10-K must contain audited annual financial statements prepared in accordance with U.S. GAAP covering the fiscal year (and must recast prior financial statements and selected financial data from IFRS into U.S. GAAP for all periods required to be presented in the financial statements). The Company is currently evaluating the impact on its financial statements of the conversion to U.S. GAAP.

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

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 except for as summarized below.

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.

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.

Financial instruments

Derivative liability

Derivative liabilities include derivative financial instruments and are classified as fair value through profit and loss.

4. FAIR VALUE MEASUREMENTS – FINANCIAL INSTRUMENTS

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 3 (valuation technique using non-observable market inputs) as at September 30, 2015.

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

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

		Level 1			Level 2			Level 3			Total
Marketable securities		165			-			-			165
Derivative liability		-			(164	)		-			(164	)
Convertible debentures		(14,454	)		-			-			(14,454	)
	$	(14,289	)	$	(164	)	$	- $			(14,453	)

As at September 30, 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. ACQUISITION OF URANERZ ENERGY CORPORATION.

On June 18, 2015, the Company completed the acquisition of 100% of the outstanding shares of Uranerz Energy Corporation (“Uranerz”). Under the terms of the acquisition agreement, shareholders of Uranerz received 0.255 common shares of the Company for each share of Uranerz common stock held. Each outstanding Uranerz option or warrant was converted into an option or warrant (as applicable) to acquire common shares of the Company, on the same terms and conditions as were applicable to the stock option or warrant (as applicable) prior to the acquisition, except that the number of shares subject to the option or warrant and the exercise price of the option or warrant were adjusted based on the exchange ratio of 0.255, so as to preserve the economic value of such options or warrants. The costs of the transaction were $6,487 and are expensed in other income (expense) and are comprised of cash costs of $2,559 and the issuance of 889,436 EFI common shares for a total share value of $3,928 for advisory fees and to settle a portion of required change in control payments.

Uranerz, now a wholly owned subsidiary of the Company, is a United States based uranium company focused on commercial in-situ recovery (“ISR”) uranium exploration, extraction and sales. ISR is a uranium extraction process that uses a “leaching solution” to extract uranium from underground sandstone-hosted uranium deposits. Uranerz controls a large strategic land position in the central Powder River Basin, where it operates the Nichols Ranch ISR Uranium Project (“Nichols Ranch”). The acquisition of Uranerz provides the Company with current ISR production and the capability to expand ISR production in the future.

The acquisition was accounted for as a business combination under IFRS with EFI deemed to be the acquirer, owing to the fact that post-transaction, Energy Fuels continues to control the board of directors and senior management positions, and has overall control of the day-to-day activities of the combined entities. In accordance with IFRS, the accounting for the acquisition has been done on a preliminary basis taking into account the information available at the time these consolidated financial statements were prepared.

The purchase price allocation is preliminary and is therefore subject to further adjustments prior to the end of the second quarter of 2016 for the completion of the valuation process of the assets acquired and liabilities assumed. Final valuations of the assets and liabilities are not yet complete due to the timing of the acquisition and complexities inherent in the valuation process and may differ materially from the amounts disclosed. Operations from June 18, 2015 are included in the Company’s condensed consolidated interim financial statements.

The fair value consideration was based on the $4.16 common share price of the EFI common shares issued on June 18, 2015.

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

The following table sets forth the preliminary allocation of the purchase price to assets and liabilities acquired:

Purchase price
Issuance of 24,457,773 common shares for replacement of Uranerz common shares	$	101,744
Issuance of 2,690,250 warrants for replacement of Uranerz warrants		915
Issuance of 2,040,408 options for replacement of Uranerz share based options		3,681
	$	106,340
Uranerz purchase price allocation
Cash and cash equivalents	$	2,459
Inventories		3,742
Prepaid expenses and other assets		402
Property, plant and equipment (4)		59,723
Intangible assets - customer sales contracts		10,600
Restricted cash (1)		2,100
Accounts payable and accrued liabilities		(2,280	)
Loans and borrowings		(18,813	)
Decommissioning liabilities		(2,321	)
Non-controlling interest (3)		(3,983	)
Goodwill (2)		54,711
Total purchase price	$	106,340

The purchase price allocation is preliminary and subject to future adjustments. Items which are not finalized include property, plant and equipment, intangible assets – customer sales contracts, decommissioning liabilities, non-controlling interest and goodwill. These items will be finalized when the Company’s third party valuation of the assets acquired and liabilities assumed is completed.

	(1)	Cash, cash equivalents and fixed income securities posted as collateral for various bonds with state and federal regulatory agencies for estimated reclamation costs associated with the decommissioning liability of Nichols Ranch.
	(2)	The Acquisition of Uranerz resulted in an estimated Goodwill amount of $54,711 which arose principally because of the potential for significant cost savings and synergies with additional potential for other operating efficiencies and the optionality resulting from potential changes in overall economics from changes in the uranium price.
	(3)	The non-controlling interest pertains to Uranerz’ 81% owned Arkose Joint Venture (“Arkose”). Arkose owns exploration assets in the vicinity of Nichols Ranch. These assets as well as Uranerz’ other exploration assets were valued using the precedent transactions method.
	(4)	The initial estimated values of the Nichols Ranch property, plant and equipment were determined using a depreciated replacement cost and the mineral properties were valued using a discounted cash flow approach based on the life of mine. Key assumptions used in the discounted cash flow analysis include discount rates, uranium resources, future timing of production, recovery rates, and future capital and operating costs. The Company’s estimate of the future uranium sales prices was based on the uranium prices prepared by industry analysts. Management estimated a uranium price of $37.50/lb for the period up to December 31, 2015, a price range of $41.25/lb to $60.00/lb for the period from January 1, 2016 to December 31, 2020 and a price range of $65.00 after January 1, 2021. The Company used a discount rate of 8% for the discounted cash flow analysis. Exploration properties were valued using a precedent transactions analysis based on market data of previous acquisitions on a price per pound of uranium mineralized material or price per acre of land.

9

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

Pro forma information

Pro forma results of operations have been prepared as if the Uranerz acquisition had occurred at January 1, 2015. The pro forma consolidated financial statement information is not intended to be indicative of the results that would actually have occurred, or the results expected in future periods, had the events reflected herein occurred on the dates indicated. Any potential synergies that may be realized and integration costs that may be incurred have been excluded from the pro forma financial statement information.

For the nine months ended September 30, 2015, pro forma consolidated revenue and net loss is $53,864 and ($13,407), respectively. Included in pro forma net loss is a total of $6,777 of acquisition costs incurred which included the issuance of 889,436 of common shares of the Company issued for advisory fees, and to satisfy a portion of required change in control payments.

6. INVENTORIES

		September 30,			December 31,
		2015			2014
		$			$
Concentrates and work-in-progress		24,197			28,363
Inventory of ore in stockpiles		7,650			2,245
Raw materials and consumables		2,948			2,943
		34,795			33,551
Inventories - by duration
Current		34,795			31,306
Long-term - ore in stockpiles		-			2,245
		34,795			33,551

Long-term inventory is stockpiled ore that is not currently expected to be processed within the next 12 months.

7. ASSETS HELD FOR SALE

		September 30,			December 31,
		2015			2014
		$			$
Balance, beginning of period		1,953			-
Plant, property and equipment reclassified to held for sale (1)		1,348			1,953
Impairment (1)		(2,000	)		-
Balance, end of period		1,301			1,953

(1)

In the three and nine months ended September 30, 2015 the Company reclassified $1,348 (December 31, 2014 - $1,953) from plant, property and equipment to assets held for sale, tested the carrying value of the assets and recorded an impairment of $2,000. Properties which are classified as held for sale include the Copper King, the Marquez Ranch and the Nose Rock mineral interests.

10

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

8. INTANGIBLE ASSETS

The following is a summary of changes in intangible assets related to favorable sales contracts acquired in business combinations for the nine months ended September 30, 2015 and the year ended December 31, 2014:

		September 30,			December 31,
		2015			2014
Sales Contracts		$			$
Cost
Balance at beginning of period		15,851			15,851
Fair value of sales contracts acquired in the acquisition of Uranerz
Energy Corp. (Note 5)		10,600			-
Balance, end of period		26,451			15,851
Accumulated amortization, beginning of period		11,969			8,079
Amortization of sales contracts		3,572			3,890
Accumulated amortization, end of period		15,541			11,969
Carrying amounts		10,910			3,882

9. GOODWILL

The following is a summary of goodwill for the nine months ended September 30, 2015:

		September 30,			December 31,
		2015			2014
		$			$
Cost
Balance at beginning of period		-			-
Acquisition of Uranerz Energy Corp. (Note 5)		54,711			-
Balance, end of period		54,711			-

11

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

10. PROPERTY, PLANT AND EQUIPMENT

The following is a summary of property, plant and equipment for the nine months ended September 30, 2015:

(1)

In the three months ended September 30, 2015 the Company reclassified the Nose Rock mineral interest to assets held for sale.

Pre-development and non-operating properties

The Company enters into exploration agreements from time to time whereby it may earn an interest in certain mineral properties by issuing common shares, making cash option payments and/or incurring expenditures in varying amounts by specified dates.

The following is a summary of the net book value of pre-development non-operating property expenses shown by area of interest:

		September 30,			December 31,
		2015			2014
		$			$
Conventional
Arizona Strip		722			-
Wyoming		44,852			44,388
New Mexico		23,058			20,752
		68,632			65,140
In-situ Recovery
Wyoming (1)		30,518			-
		30,518			-
Total		99,150			65,140

(1)

Includes the Hank, Reno Creek, West North Butte, North Rolling Pin properties as well as property held by Arkose which was acquired in the Uranerz transaction (Note 5).

12

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

11. DECOMMISSIONING LIABILITIES AND RESTRICTED CASH

The following table summarizes the Company’s decommissioning liabilities:

		September 30,			December 31,
		2015			2014
		$			$
Decommissioning liability, beginning of period		15,291			13,799
Revision of estimate (1)		1,266			2,821
Acquisition of Uranerz (Note 5)		2,321			-
Transfer of liability associated with the sale of mining assets		-			(536	)
Accretion		274			404
Reclamation work		(1,081	)		(1,197	)
Decommissioning liability, end of period		18,071			15,291
Decommissioning liability by location:
Exploration drill holes		121			121
White Mesa Mill		11,047			11,075
Colorado Plateau		1,642			1,618
Henry Mountains		504			496
Daneros		88			87
Arizona Strip		1,680			1,237
Sheep Mountain		668			657
Nichols Ranch (Acquired as part of the Uranerz transaction)		2,321			-
		18,071			15,291
Decommissioning liability:
Current		1,142			121
Non-current		16,929			15,170
		18,071			15,291

(1)

The revision of estimate resulted from 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 0.28% to 3.11% based on US Treasury rates of varying lengths ranging from 1 to 30 years. The total undiscounted decommissioning liability as at September 30, 2015 is $31,853 (December 31, 2014 - $26,725). Reclamation costs are expected to be incurred between 2015 and 2041 in the following manner: 2015 – 2019 - $3,360, 2020 – 2024 - $2,570, 2025 – 2035 - $3,862, 2036 – 2041 - $22,061.

13

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

Restricted cash, which is held by or for the benefit of regulatory agencies to collateralize future obligations, is comprised of the following:

		September 30,			December 31,
		2015			2014
		$			$
Restricted cash, beginning of period		16,148			25,478
Restricted cash from acquisition of Uranerz Energy Corp (Note 5)		2,100			-
Refunds and returns for the period (1)		(5,268	)		(9,330	)
Restricted cash, end of period		12,980			16,148

(1)

The Company has cash, cash equivalents and fixed income securities as collateral for various bonds posted in favour of the State of Utah, the applicable state regulatory agencies in Colorado and Arizona and the U.S. Bureau of Land Management for estimated reclamation costs associated with the White Mesa mill and mining properties. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The restricted cash will be released when the Company has reclaimed a mineral property. During the nine months ended September 30, 2015, the Company had net refunds and returns of $5,268 from its collateral account (December 31, 2014 -$9,330) primarily as a result of the restructuring of the Company’s surety arrangements and the reduction of bonding requirements at some of the Company’s projects.

12. 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.

		September 30,			December 31,
		2015			2014
		$			$
Current portion of loans and borrowings:
Convertible debentures (1)		352			-
Secured note (2)		250			-
Wyoming Industrial Development Revenue Bond loan (3)		3,259			-
Finance leases and other		41			46
		3,902			46
Long-term loans and borrowings:
Convertible debentures (1)		14,454			15,740
Secured note (2)		216			-
Wyoming Industrial Development Revenue Bond loan (3)		14,856			-
Finance leases and other		19			46
		29,545			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).

14

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

		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 nine months ended September 30, 2015 the Company recorded a loss on revaluation of convertible debentures of $872 (September 30, 2014 - $1,570).
	(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.
	(3)	The Company through its acquisition of Uranerz assumed an $18,813 loan through the Wyoming Industrial Development Revenue Bond program (the "Loan"). The Loan has an annual interest rate of 5.75% and is repayable over seven years, maturing on October 15, 2020. The Loan originated on December 3, 2013 and called for the payment of interest only for the first year, with the amortization of principal plus interest over the remaining six years. The Loan can be repaid earlier than its maturity date if the Company so chooses without penalty or premium. The Loan is secured by a charge on most of the assets of the Company’s wholly owned subsidiary, Uranerz, including mineral properties, the processing facility, and equipment as well as an assignment of all of Uranerz’ rights, title and interest in and to its product sales contracts and other agreements. Uranerz is also subject to dividend restrictions. Principal and interest are paid on a quarterly basis on the first day of January, April, July and October. The current portion of the note is $3,259.

13. 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.

15

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

Issued capital stock

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

		September 30, 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 acquisition of Uranerz Energy Corp. (Note 5)		24,457,773			101,745			-			-
Shares issued for Uranerz Energy Corp. advisory fees		617,832			2,570			-			-
Shares issued to employees of Uranerz Energy Corp. in
consideration for change in control payments		271,604			1,358			-			-
Share issued for property acquisitions		76,455			293			-			-
Shares issued for exercise of share purchase warrants		300			1			61,301			607
Shares issued for exercise of options		48,802			219			15,000			139
Tax recovery from expired share purchase warrants		-			78			-			-
Balance, end of period		45,150,318			339,099			19,677,552			232,835

Share Purchase Warrants

					Exercise Price			Warrants
Month Issued		Expiry Date			Cdn$			Issued
June 2012		June 22, 2016 (1)			13.25			351,025
June 2013		June 15, 2016 (1)			9.50			456,948
October 2013		October 16, 2015 (2)			8.00			9,290

	(1)	The share purchase warrants were extended one year from their previous expiration dates.
	(2)	These warrants expired unexercised on October 16, 2015.

		Weighted			Number of warrants
		Average
		Exercise Price			September 30,			December 31,
		Cdn$			2015			2014
Balance, beginning of period		15.61			1,079,069			1,140,370
Expiration of warrants		29.75			(261,506	)		-
Shares issued for exercise of share purchase warrants		9.50			(300	)		(61,301	)
Balance, end of period		11.09			817,263			1,079,069

		September 30,			December 31,
		2015			2014
		$			$
Balance, beginning of period		4,714			4,838
Expiration of warrants		(587	)		-
Shares issued for exercise of share purchase warrants		1			(124	)
Balance, end of period		4,128			4,714

The 2,690,250 Uranerz replacement warrants have a strike price of $6.28 and are accounted for as a derivative liability with a fair value of $164.

16

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

14. SHARE-BASED PAYMENTS

(a)

Stock options

The fair value of stock options granted during the nine months ended September 30, 2015 and the 12 months ended December 31, 2014 is as follows:

		Nine months ended			Year ended
		September 30, 2015			December 31, 2014
		$			$
Share option plan expense (1)		521			1,405
Replacement of Uranerz options (2)		3,681			-
Value of stock options granted		4,202			1,405

(1)	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.
	For the nine months ended September 30, 2015, the Company granted 133,150 stock options (December 31, 2014 – 307,250) with a fair value of $317 to its employees, directors and consultants recording stock-based compensation and recorded an expense of $248. These options were granted with the following vesting conditions: 50% - immediately, 25% - one year after grant date, 25% - two years after grant date. The fair value of stock options granted to employees, directors and consultants was estimated on the dates of the grants using the Black-Scholes option pricing model with the following assumptions used for the grants made during the nine months ended September 30, 2015:

*

Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the options.

(2)

For the nine months ended September 30, 2015, the Company granted 2,040,408 stock options to employees, directors, consultants and former employees of Uranerz as a replacement for stock options outstanding at the date the acquisition was completed. The fair value of the replacement options totaled $3,681 which was included in the consideration paid of the Uranerz transaction. The fair value of stock options granted to employees, directors and consultants was estimated on the closing date of the transaction using the Black- Scholes option pricing model with the following assumptions:

*

Expected volatility is measured based on the Company’s historical share price volatility over a period equivalent to the expected life of the options.

17

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

The summary of the Company’s stock options at September 30, 2015 and December 31, 2014, and the changes for the fiscal periods ending on those dates is presented below:

(1)

The weighted average price of an option exercised in the nine months ended September 30, 2015 was $3.78 (December 31, 2014 - $6.53).

The following table reflects the actual Canadian Dollar denominated stock options issued and outstanding as of September 30, 2015:

The following table reflects the actual US Dollar denominated stock options issued and outstanding as of September 30, 2015:

(b)

Restricted share units

During the nine months ended September 30, 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% on January 28, 2016, 25% on January 28, 2017 and 25% on January 28, 2018.

18

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

The following table reflects the restricted share units issued and outstanding as of September 30, 2015:

		Number of
		units
Balance, December 31, 2014		-
Granted		265,475
Forfeited		(5,500	)
Settled for equity		-
Balance, September 30, 2015		259,975

The fair value of the RSUs at June 18, 2015, the date the plan was approved, was $450. During the nine months ended September 30, 2015 compensation expense recognized was $289.

15. SUPPLEMENTAL FINANCIAL INFORMATION

The components of revenues are as follows:

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Uranium concentrates	$	19,159		$	21,082		$	49,795		$	45,755
Alternate feed materials processing and other		-			82			669			295
Revenues	$	19,159		$	21,164		$	50,464		$	46,050

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

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Intangible asset amortization	$	(1,772	)	$	(1,507	)	$	(3,572	)	$	(3,890	)
Selling expenses		(40	)		(76	)		(199	)		(221	)
General and administrative		(3,887	)		(1,998	)		(9,223	)		(8,509	)
Selling, general and administrative expenses	$	(5,699	)	$	(3,581	)	$	(12,994	)	$	(12,620	)

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

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Interest expense	$	(625	)	$	(424	)	$	(1,391	)	$	(1,281	)
Interest income		21			4			60			34
Accretion expense		(91	)		(99	)		(274	)		(306	)
Gain (loss) on sale of marketable securities		-			-			-			198
Foreign exchange		(46	)		7			(62	)		-
Change in value of derivative liabilities		712			-			712			-
Change in value of convertible debentures		18			344			(872	)		(1,570	)
Finance income (expense)	$	(11	)	$	(168	)	$	(1,827	)	$	(2,925	)

19

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

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

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Recognized in production cost of sales	$	(456	)	$	(1,124	)	$	(1,617	)	$	(3,073	)
Recognized in selling, general and administrative		(1,803	)		(1,544	)		(3,654	)		(4,060	)
Depreciation, depletion and amortization	$	(2,259	)	$	(2,668	)	$	(5,271	)	$	(7,133	)

A summary of other income (expense) recognized in the consolidated financial statements is as follows:

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Share of equity-accounted investees income (loss), net of tax		(20	)		(59	)		494			(270	)
Impairment of equity-accounted investees		-			(368	)		(523	)		(368	)
Transaction costs		(190	)		-			(6,777	)		-
Property tax refund		-			-			398			-
Other		3			334			26			414
Other income (expense)	$	(207	)	$	(93	)	$	(6,382	)	$	(224	)

A summary of care and maintenance expenses recognized in the consolidated financial statements is as follows:

		Three months ended						Nine months ended
		September 30,						September 30,
		2015			2014			2015			2014
Arizona Strip		(444	)		(523	)		(1,735	)		(928	)
Colorado Plateau		(223	)		(165	)		(663	)		(704	)
Henry Mountains		(200	)		(152	)		(508	)		(694	)
White Canyon		(41	)		(70	)		(55	)		(124	)
White Mesa Mill		(107	)		(164	)		(2,040	)		(164	)
White Mesa Mill decommissioning liability adjustment (1)		(687	)		-			243			-
Care and maintenance expenses	$	(1,702	)	$	(1,074	)	$	(4,758	)	$	(2,614	)

(1)

The adjustment to decommissioning liability is due to a change in discount rates.

16. SEGMENTED INFORMATION

The Company operates in the uranium mining industry and its major product is U₃O₈. Its activities include uranium production, acquisition, exploration and development of uranium properties. The Company’s primary mining operations are in the United States.

The reportable segments are those operations whose operating results are reviewed by the Chief Executive Officer to make decisions about resources to be allocated to the segment and assess its performance provided those operations pass certain quantitative thresholds. Operations whose revenues, earnings or losses or assets exceed 10% of the total consolidated revenue, earnings or losses or assets are reportable segments.

In order to determine reportable operating segments, management reviewed various factors, including geographical location and managerial structure. It was determined by management that a reportable operating segment generally consists of an individual mining property managed by a single general manager and management team. Certain properties that are in development or have not reached commercial production levels are considered reportable segments because they have reached quantitative thresholds. These have been identified as non-operating segments. Finance income (expense), other income (expenses) are managed on a consolidated basis and are not allocated to operating segments.

Non-mining and other operations are reported in Corporate and other.

20

---

ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

Operating segments

The following tables set forth operating results by reportable segment for the following periods:

								Non-Operating
		Operating Segments						Segments
Three Months Ended September 30, 2015		Conventional			ISR			Corporate & Other			Total
REVENUES		15,259			3,900			-			19,159
Production cost of sales		(8,779	)		(2,698	)		-			(11,477	)
Depreciation, depletion and amortization		(412	)		(44	)		-			(456	)
TOTAL COST OF SALES		(9,191	)		(2,742	)		-			(11,933	)
GROSS PROFIT		6,068			1,158			-			7,226
Care and maintenance expenses		(1,702	)		-			-			(1,702	)
Selling, general and administrative expenses		(573	)		(1,199	)		(3,927	)		(5,699	)
Finance income (expense)		-			-			(11	)		(11	)
Impairment of assets held for sale		(2,000	)		-			-			(2,000	)
Other income (expense)		1			-			(208	)		(207	)
NET INCOME (LOSS) BEFORE TAXES		1,794			(41	)		(4,146	)		(2,393	)
Income tax expense		-			-			-			-
NET INCOME (LOSS) FOR THE PERIOD		1,794			(41	)		(4,146	)		(2,393	)
Attributable to shareholders		1,794			10			(4,146	)		(2,342	)
Non-controlling interests		-			(51	)		-			(51	)
NET INCOME (LOSS) FOR THE PERIOD		1,794			(41	)		(4,146	)		(2,393	)

								Non-Operating
		Operating Segments						Segments
Nine Months Ended September 30, 2015		Conventional			ISR			Corporate & Other			Total
REVENUES		46,564			3,900			-			50,464
Production cost of sales		(25,255	)		(2,698	)		-			(27,953	)
Depreciation, depletion and amortization		(1,573	)		(44	)		-			(1,617	)
TOTAL COST OF SALES		(26,828	)		(2,742	)		-			(29,570	)
GROSS PROFIT		19,736			1,158			-			20,894
Care and maintenance expenses		(4,758	)		-			-			(4,758	)
Selling, general and administrative expenses		(2,372	)		(1,470	)		(9,152	)		(12,994	)
Finance income (expense)		-			-			(1,827	)		(1,827	)
Impairment of assets held for sale		(2,000	)		-			-			(2,000	)
Other income (expense)		400			-			(6,782	)		(6,382	)
NET INCOME (LOSS) BEFORE TAXES		11,006			(312	)		(17,761	)		(7,067	)
Income tax expense		-			-			-			-
NET INCOME (LOSS) FOR THE PERIOD		11,006			(312	)		(17,761	)		(7,067	)
Attributable to shareholders		11,006			(261	)		(17,761	)		(7,016	)
Non-controlling interests		-			(51	)		-			(51	)
NET INCOME (LOSS) FOR THE PERIOD		11,006			(312	)		(17,761	)		(7,067	)

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

17. 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.

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 $38 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. The parties are currently in the discovery process relating to this litigation.

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. On April 7, 2015, the District Court issued its final ruling on the merits in favor of the Defendants and the Company and against the Plaintiffs on all counts. The Plaintiffs appealed the District Court’s ruling on the merits to the Ninth Circuit Court of Appeals, and filed motions for an injunction pending appeal with the District Court. Those motions for an injunction pending appeal were denied by the District Court on May 26, 2015. Thereafter, Plaintiffs filed urgent motions for an injunction pending appeal with the Ninth Circuit Court of Appeals, which were denied on June 30, 2015. Briefing on the appeal on the merits is ongoing. If the Plaintiffs are successful on their appeal 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.

Commencing in January 2015, the Company and Uranerz Energy Corporation (“Uranerz”), as well as the former directors of Uranerz, were named as defendants in a number of shareholder class action suits in the District Court of Clark County, Nevada and the District Court of Washoe County, Nevada. These suits generally allege claims for breach of fiduciary duty and related claims regarding the acquisition of Uranerz by the Company (the “Acquisition”). Plaintiffs seek, among other things, rescission of the Acquisition, attorneys’ fees and costs. The Company, Uranerz and its former directors deny all allegations and consider these allegations to be without merit. However, to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation, in June 2015, the Company, Uranerz and its former directors entered into a Memorandum of Understanding (“MOU”) with the Clark County Plaintiffs regarding the settlement of this litigation (the Plaintiffs in the Washoe County case then voluntarily dismissed that action without prejudice in October 2015). The MOU outlines the terms of the parties’ agreement in principal to settle and release all claims that were or could have been asserted in the litigation concerning the Acquisition. In consideration for such settlement and release, on June 10, 2015, Uranerz provided certain additional disclosures to those contained in its definitive proxy statement/prospectus relating to the Acquisition. The proposed settlement contemplated in the MOU is conditioned upon, among other things, execution of an appropriate stipulation of settlement and final approval by the Court, which is expected to include an award of Plaintiffs’ attorneys’ fees and expenses as part of the settlement. The Company does not expect that any settlement amount will be material to the Company. Although the Company has no reason to expect that this matter will not be fully settled in accordance with the MOU, there can be no assurance at this time of entering into a stipulation or Court approval of such stipulation.

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ENERGY FUELS INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited)

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

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 $2,553 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.

18. SUBSEQUENT EVENT

On October 27, 2015 the Company completed the acquisition of the remaining 50% joint venture interest in the Wate Project from Anfield Resources Holding Corp., bringing the Company’s interest in the project to 100% in exchange for cash in the amount of $275 and 92,906 common shares, paid on closing, and a commitment to pay a further $275 cash and $275 in common shares upon the satisfaction of certain future conditions.

23

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 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 November 5, 2015 and should be read in conjunction with the Company’s condensed consolidated interim financial statements and related notes for the three and nine months ended September 30, 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 Canadian National Instrument 51-102 – Continuous Disclosure Obligations. All financial information in this discussion and analysis is presented in United States dollars, unless otherwise stated. This MD&A contains certain forward-looking statements. Refer to the cautionary language at the end of this MD&A.

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”), Uranerz Energy Corporation (“Uranerz”) and their respective subsidiaries.

ACQUISITION OF URANERZ

On June 18, 2015 (the “Closing Date”), the Company acquired all of the issued and outstanding shares of Uranerz, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated January 4, 2015 (the “Acquisition”).

Pursuant to the Merger Agreement, on the Closing Date, each issued and outstanding share of common stock of Uranerz was canceled, extinguished, and automatically exchanged for 0.255 common shares of the Company (the “Exchange Ratio”). Based on the shares of Uranerz outstanding as of the Closing Date, the Company issued 24,457,773 shares in exchange for all the outstanding shares of Uranerz. The Company also issued 617,832 shares of its common stock to financial advisors and 271,604 shares to former officers and directors as partial payment of a change of control obligation.

Also, each outstanding option and warrant to acquire common shares of Uranerz was converted on the Closing Date into an option or warrant to acquire common shares of Energy Fuels on the same terms and conditions as were applicable to the option or warrant prior to the transaction, except that the number of shares subject to the option or warrant was adjusted based on the Exchange Ratio, and the price was adjusted by taking the original exercise price and dividing the exercise price by the Exchange Ratio. As a result, effective as of the Closing Date the Company issued replacement options totaling 2,040,408 common shares and replacement warrants totaling 2,690,250 common shares of the Company.

Uranerz is a United States based uranium producing company focused on commercial in-situ recovery (“ISR”) uranium exploration, extraction and sales. ISR is a uranium extraction process that uses a “leaching solution” to extract uranium from underground sandstone-hosted uranium deposits, and it is the generally accepted extraction technology used in the Powder River Basin area of Wyoming. Uranerz controls a large strategic land position in the central Powder River Basin, where it operates the Nichols Ranch ISR Uranium Project. The acquisition of Uranerz provides the Company with current ISR production and the capability to expand ISR production in the future.

The Nichols Ranch ISR Uranium Project is currently licensed to include the Nichols Ranch Unit and the Hank Unit. Under the licensed plan, a central processing plant has been built at Nichols Ranch, and a satellite processing facility is contemplated to be built at the Hank Unit. The Nichols Ranch central processing plant is fully operational and extraction has commenced from the initial wellfields in the Nichols Unit. In March 2014, Uranerz submitted environmental permit and license applications to incorporate the Jane Dough Unit, which is adjacent to the Nichols Ranch Unit, into the Nichols Ranch ISR Uranium Project. The Company is seeking to amend its environmental permit and license and to revise its plan of operations for the Nichols Ranch ISR Uranium Project in order to bring the Jane Dough Unit into extraction operations before the Hank Unit. Due to the close proximity, fluids produced from the Jane Dough Unit can be delivered directly to the Nichols Ranch processing facility by pipeline, and an additional satellite processing facility will not be required. The Uranerz management team has specialized expertise in the ISR uranium mining method, and a record of licensing, constructing and operating ISR uranium projects.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

The Acquisition was accounted for as a business combination under International Financial Reporting Standards (“IFRS”), with Energy Fuels deemed to be the acquirer. Post-transaction, Energy Fuels continues to control the board of directors and senior management positions, and has overall control of the day-to-day activities of the combined entities. The value of the share consideration was based on the closing price of the Company’s shares on the Closing Date, which was $4.16.

The allocation of the purchase price as of the Closing Date is based upon Energy Fuels’ preliminary estimates and certain assumptions with respect to the fair value associated with the assets and the liabilities acquired. This preliminary fair value is supported by a preliminary third party valuation of Uranerz’ assets. The purchase price allocation remains preliminary and is therefore subject to further adjustment prior to the end of the first quarter of 2016, at which time the final valuation process and analysis of resulting tax effects will be completed. The final fair values of the assets and liabilities may differ materially from the amounts disclosed below in the initial purchase price allocation, as further analysis is completed.

The current preliminary aggregate fair values of assets acquired and liabilities assumed were as follows on the Closing Date:

OUTLOOK

Overview

With the June 2015 acquisition of the ISR operation at Nichols Ranch, Energy Fuels has significantly increased its flexibility to regulate production in response to market conditions and to meet the needs of its sales contracts. At the same time, significant additional production can be brought on line within months after a production decision is made. This allows the Company to efficiently fulfil its existing sales commitments and commit to new spot and term sales commitments that are backed by available production. The Company has the following short-term production capabilities which can be brought on line and/or production levels increased through December 31, 2016 (each of which is more fully described below):

	1)	Nichols Ranch ISR Project
	2)	Alternate feed materials
	3)	Pinenut Mine ore that has been mined and is available for milling
	4)	Canyon Mine

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

In response to continued 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 and Nichols Ranch as market conditions, cash needs and/or contract delivery requirements may warrant.

Production and Operations – Overview

The Company currently has finished goods inventory and production capability that exceeds the sales commitments contained in its existing sales contracts. As a result, both ISR and conventional production has been, and is expected to continue to be, regulated until such time as market conditions improve sufficiently and/or the Company requires cash to meet its business needs. This allows the Company to maintain its readily available mineral resources for future sales at price levels that we expect to be higher than current levels and, accordingly, to be able to achieve the benefit of expected future uranium price increases.

Production and Operations – ISR Uranium Assets

At September 30, 2015, five header houses were in production at the Nichols Ranch facility. The Company plans to complete three additional header houses during the next 12 months, which will complete the development of production area #1. The Company also plans to complete all monitor wells in production area #2. We expect the Nichols Ranch facility to produce approximately 400,000 pounds of finished goods from October 1, 2015 through the end of FY-2016.

On September 29, 2015, the Company announced that it has commenced construction of an elution circuit at Nichols Ranch. 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 brought all of these functions in-house, and have entirely self-contained yellowcake processing capabilities for its ISR production. The Company expects to spend approximately $3.9 million to complete these plant upgrades.

Permitting at our adjacent Jane Dough Unit, which is expected to feed the Nichols Ranch plant, is continuing and is expected to be completed well in advance of our need to begin wellfield development on this property. Also, our Hank Unit is now fully permitted as a satellite facility to the Nichols Ranch plant. We are reviewing the economic viability of utilizing a pipeline from the Hank Unit to the Nichols Ranch plant, instead of building a satellite facility.

Production and Operations – Conventional Uranium Assets

The Company ceased mining at the Pinenut mine in August 2015, as the orebody was fully depleted. The ore mined from the Pinenut mine that has not yet been milled contains approximately 350,000 lbs. of U₃O₈, and is continuing to be shipped to the White Mesa Mill for processing in FY-2016 as discussed below. The Company has commenced reclamation activities at the Pinenut mine.

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. The Company expects to continue the current mineral processing campaign at the White Mesa Mill into the second half of FY-2016 to process available alternate feed materials and the Pinenut ore, resulting in the production of approximately 600,000 pounds of finished goods from October 1, 2015 through the end of FY-2016. Once this campaign concludes, the Company expects to continue to receive and stockpile alternate feed materials for future milling campaigns.

The Company has re-started development of the Canyon mine, including the completion of necessary upgrades to the infrastructure and installation of new mine equipment to optimize shaft sinking rates and realize construction cost savings. The timing of the completion of development and mining of the Canyon mine and processing of the ore will be based on market conditions and customer requirements.

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. Expenditures for permitting activities for new mines have been adjusted to coincide with expected dates of production based on price forecasts. The Company also plans to continue permitting its higher-priority projects. The Company is continuing to monitor corporate and field overhead to reflect the lower levels of activity.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

Sales

The Company forecasts sales in the fourth quarter of FY-2015 of 200,000 pounds of U₃O₈ at an average price of $54.59 per pound, of which 100,000 pounds was a result of moving deliveries from FY-2016 to Q4-2015.

For FY-2016 and FY-2017, the Company forecasts sales under existing long-term contracts to total approximately 550,000 pounds and 620,000 pounds of U₃O₈, respectively, which include deliveries of 100,000 lbs. of U₃O₈ in FY-2016 and 200,000 lbs. of U₃O₈ in FY-2017 under contracts acquired through the acquisition of Uranerz. The Company expects to complete these sales from pounds already produced and to be produced from its current operations.

The Company is currently monitoring market conditions for additional sales opportunities and will pursue economically justified uranium sales contract leads. Additional selective spot sales will be made as necessary to generate cash for operations and development.

The Company also continues to pursue new sources of revenue, including expansion of its alternate feed business.

Capital requirements

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 Company entered into a Controlled Equity Offering SM 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$15.64 million 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 Company’s sole discretion. The current intention is to use the proceeds, if any, of the ATM to: (i) fund development at Nichols Ranch (including the plant upgrades described above); (ii) finance the development of the Canyon mine; (iii) conduct a normal course issuer bid for some of the Company’s outstanding floating-rate convertible unsecured subordinated debentures and (iv) fund the Company’s general corporate needs and working capital requirements.

OTHER 2015 HIGHLIGHTS TO DATE

	•	The Company resumed development at its high-grade Canyon mine in Arizona. According to the Arizona Strip Technical Report, prepared in accordance with Canadian National Instrument 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”). 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 1st and 2nd anniversaries 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.
	•	On October 27, 2015 the Company completed the acquisition of the remaining 50% joint venture interest in the Wate Project from Anfield Resources Holding Corp., bringing the Company’s interest in the project to 100% in exchange for cash in the amount of $0.28 million and 92,906 common shares, paid on closing, and a commitment to pay a further $0.28 million cash and $0.28 million in common shares upon the satisfaction of certain future conditions.
	•	On July 31, 2015 the Company acquired mineral properties adjacent to its Roca Honda Project from Uranium Resources, Inc. (“URI”). The Acquired Properties, which total approximately 4,580 acres (1,854 hectares), include fee mineral ownership of 640-acres (“Section 17”), fee ownership of 36 unpatented lode mining claims and a leasehold interest in 131 unpatented lode mining claims. As consideration for acquiring the Acquired Properties, the Company has delivered to URI $2.5 million cash, $0.38 million of Energy Fuels common shares, the royalty held by the Company on certain properties included within later phases of Peninsula Energy’s Lance Uranium Project in Wyoming, unpatented lode mining claims adjacent to URI’s Church Rock Project and a 4% gross royalty on Section 17, which can be repurchased by Energy Fuels upon payment to URI of $5.0 million cash at any time in the Company’s sole discretion prior to the date on which the first royalty becomes due.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

SUMMARY OF QUARTERLY RESULTS

Results for the eight most recent quarters ending with the quarter ended September 30, 2015 are:

		Sept 30			June 30			Mar 31			Dec 31
		2015(1)			2015			2015			2014(2)
$000, except per share data		$			$			$			$
Total revenues		19,159			23,705			7,600			203
Net Income (loss)		(2,393	)		(2,313	)		(2,361	)		(10,017	)
Basic & diluted net income (loss) per share		(0.05	)		(0.10	)		(0.12	)		(0.51	)

		Sept 30			June 30			Mar 31			Dec 31
		2014			2014(3)			2014			2013
$000, except per share data		$			$			$			$
Total revenues		21,164			13,525			11,361			776
Net Income (loss)		3,076			(30,328	)		(6,342	)		(3,375	)
Basic & diluted net income (loss) per share		0.16			(1.54	)		(0.32	)		(0.18	)

(1)	Includes an impairment loss of $2.00 million as discussed below.
(2)	Includes an impairment loss of $5.08 million.
(3)	Includes an impairment loss of $30.78 million as discussed below.

RESULTS OF OPERATIONS

General

For the three months ended September 30, 2015, the Company recorded a net loss of $2.39 million or $0.05 per share, compared to a net income of $3.08 million or $0.16 per share for the three months ended September 30, 2014.

For the nine months ended September 30, 2015, the Company recorded a net loss of $7.07 million or $0.24 per share compared with a net loss of $33.59 million or $1.71 per share for the nine months ended September 30, 2014.

For the nine months ended September 30, 2015, the Company recorded an impairment loss of $2.00 million or $0.04 per share related to assets held for sale. For the nine months ended September 30, 2014, the Company recorded an impairment loss of $30.78 million or $1.57 per share related to the impairment of its White Mesa Mill cash generating unit.

Revenues

The Company’s revenues from uranium are largely based on delivery schedules under long-term contracts, which can vary from quarter to quarter. Other revenues are the result of recycling alternate feed materials, at its White Mesa Mill.

Revenues for the three months ended September 30, 2015 totaled $19.16 million from sales of 341,667 pounds of uranium concentrates, all of which were pursuant to term contracts at an average price of $56.16 per pound. Revenues for the three months ended September 30, 2014 totaled $21.16 million, of which $21.08 million were from sales of 371,666 pounds of uranium concentrates, all of which were pursuant to term contracts, at an average price of $56.72 per pound.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

Revenues for the nine months ended September 30, 2015 totaled $50.46 million, of which $49.83 million were sales of 875,000 pounds of uranium concentrates, all of which were pursuant to term contracts at an average price of $56.94 per pound. Revenues for the nine months ended September 30, 2014 totaled $46.05 million, of which $45.76 million were sales of 800,000 pounds of uranium concentrates, all of which were pursuant to term contracts at an average price of $57.19 per pound.

Operating Expenses

Production and Cost of Sales

For the three months ended September 30, 2015, the Company’s uranium production totaled approximately 175,000 pounds of U₃O₈. This includes approximately 100,000 pounds from alternate feed materials and approximately 75,000 pounds from the Company’s Wyoming ISR operations. For the three months ended September 30, 2014, the Company’s uranium production totaled 420,000 pounds of U₃O₈, of which approximately 2,000 pounds were from alternate feed materials and 418,000 pounds were from the Company’s Arizona mines.

Cost of goods sold for the three months ended September 30, 2015 totaled $11.93 million, which consisted of $11.47 million of mining and milling production costs and $0.46 million of depreciation, depletion and amortization. Cost of goods sold for the three months ended September 30, 2014 totaled $12.98 million, which consisted of $11.86 million of mining and milling production costs and costs related to purchase of 180,000 pounds of U₃O₈ and $1.12 million of depreciation, depletion and amortization. The decrease in cost of goods sold is due to a lower sales volume in Q3-2015 vs Q3-2014.

For the nine months ended September 30, 2015, the Company’s uranium production totaled approximately 385,000 pounds of U₃O₈, of which 210,000 pounds were from alternate feed materials and other processing and 30,000 pounds were from the Company’s Arizona mines, 60,000 pounds were processed under a tolling arrangement for the account of a third party and approximately 85,000 pounds of U₃O₈ were produced from the Company’s ISR operations which were acquired on June 18, 2015. For the nine months ended September 30, 2014, the Company’s uranium production totaled 770,232 pounds of U₃O₈, of which 218,533 pounds were from alternate feed materials and 551,699 pounds were from the Company’s Arizona mines.

Cost of goods sold for the nine months ended September 30, 2015 totaled $29.57 million, which consisted of $27.95 million of mining and milling production costs and $1.62 million of depreciation, depletion and amortization. Cost of goods sold for the nine months ended September 30, 2014 totaled $30.28 million, which consisted of $27.21 million of mining and milling production costs and costs related to the purchase of 300,000 pounds of U₃O₈ and $3.07 million of depreciation, depletion and amortization. The decrease in cost of goods sold is due to a decrease in production costs associated with alternate feed materials.

Impairment of assets held for sale and property, plant and equipment

During the three months ended September 30, 2015, the Company evaluated the carrying value of assets held for sale and determined the fair value less costs to sell was less than their aggregate carrying value. Accordingly, the Company recognized an impairment loss of $2.00 million.

During the nine months ended September 30, 2014, as a result of (a) the drop in the U₃O₈ spot and long-term prices from April 1, 2014 through July 31, 2014, (b) a significant deterioration in the Company’s expectation at that time of future uranium prices, and (c) the Company’s expectation at that time to place the White Mesa Mill and all associated mines that feed the White Mesa Mill (collectively referred to as the White Mesa Mill Cash Generating Unit – the “WMM CGU”) on standby once current planned near term production at the White Mesa Mill and the Pinenut mine had been completed, the Company tested its plant, property and equipment related to the WMM CGU for impairment. The Company estimated the fair value of the WMM CGU using discounted cash-flow analysis that utilized forecasts of estimated U₃O₈ prices and determined that the fair value less costs to sell the WMM CGU, were less than their aggregate carrying values. Accordingly, the Company recognized an impairment loss of $30.78 million in that period.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 and the acquisition of Uranerz in June 2015. 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 $5.70 million for the three months ended September 30, 2015 compared to $3.58 million for the three months ended September 30, 2014. Selling, general and administrative expenses totaled $12.99 million for the nine months ended September 30, 2015 compared to $12.62 million for the nine months ended September 30, 2014. The increases are due to additional corporate overhead and sales contract amortization related to Uranerz, combined with some one-time charges.

Amortization of the intangible asset recorded for the U₃O₈ sales contract values in excess of spot price at the June 2012 acquisition date of Denison’s US Mining Division and the June 2015 acquisition date of Uranerz totaled $1.77 million for the three months ended September 30, 2015 and $1.51 million the three months ended September 30, 2014. For the nine months ended September 30, 2015 intangible asset amortization totaled $3.57 million vs $3.89 million in the nine months ended September 30, 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 $0.04 million and $0.20 million for the three and nine months ended September 30, 2015, compared to $0.08 million and $0.22 million for the three and nine months ended September 30, 2014.

General and administrative expenses totaled $3.89 million and $9.22 for the three and nine months ended September 30, 2015, compared to $2.00 million and $8.51 million for the three and nine months ended September 30, 2014. The increase is mainly due to the addition of a corporate office as a result of the acquisition of Uranerz.

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 at 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. Beginning in the fourth quarter of FY-2014 the mill began operating at a reduced level, and care and maintenance expenses include costs associated with maintaining operational readiness at the White Mesa Mill while on stand-by or at a reduced operating level. Changes in the decommissioning liability associated with the White Mesa Mill are also included in these expenses.

Care and maintenance expenses totaled $1.70 million for the three months ended September 30, 2015 consisting of $1.02 million related to direct care and maintenance costs and increases in the White Mesa Mill decommissioning liability totaling $0.69 million, compared with $1.07 million related to direct care and maintenance costs in the three months ended September 30, 2014.

Care and maintenance expenses totaled $4.76 million for the nine months ended September 30, 2015 consisting of $5.01 million related to direct care and maintenance costs partially offset by reductions in the White Mesa Mill decommissioning liability totaling $0.24 million, compared with $2.61 million related to direct care and maintenance costs for the nine months ended September 30, 2014.

The increases in the FY-2015 year-to-date direct care and maintenance expenses are primarily attributable to maintaining the operational readiness of the White Mesa Mill. The non-cash change in decommissioning liabilities at the White Mesa Mill during the first half of FY-2015 is due primarily to a change in discount rates.

Finance Income and Expenses

Finance expense was $0.01 million for the three months ended September 30, 2015, and consists primarily of interest expense of $0.63 million, accretion expense related to the decommissioning liability of $0.09 million and a decrease in the mark-to-market values of the Company’s convertible debentures (the “Debentures”) totaling $0.02 million, partially offset by Interest income of $0.02 million and change in the value of derivative liabilities of $0.71 million.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

Finance expense was $0.17 million for the three months ended September 30, 2014, and consists primarily of interest expense of $0.42 million and accretion expense related to the decommissioning liability of $0.10 million, partially offset by a change in the mark-to-market values of the Debentures totaling $0.34 million.

Finance expense was $1.83 million for the nine months ended September 30, 2015, and consists of a change in the mark-to-market values of the Debentures totaling $0.87 million, interest expense of $1.39 million and accretion expense related to the decommissioning liability of $0.27 million, partially offset by interest income of $0.06 million and change in the value of derivative liabilities of $0.71 million.

Finance expense was $2.93 million for the nine months ended September 30, 2014, and consists primarily of a change in the mark-to-market values of the Debentures totaling $1.57 million, interest expense of $1.28 million and accretion expense related to the decommissioning liability of $0.30 million.

Other Income and Expenses

Other expense was $0.21 million and $6.38 million for the three and nine months ended September 30, 2015 vs  $0.09 million and $0.22 million for the three and nine months ended September 30, 2014. Included in other expense are $6.78 million in transaction costs related to the acquisition of Uranerz, partially offset by a refund of property tax of $0.40 million.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2015, the Company had working capital of $43.08 million including $17.74 million in cash and approximately 650,000 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 250,000 pounds of finished goods during the remainder of the year. The Company believes it has sufficient cash and resources to meet its current operational needs beyond calendar year 2015. As discussed above in “Outlook”, the Company intends to expand and develop its wellfields and may install additional process circuits at the Nichols Ranch Project, as well as complete development of its Canyon mine. Funding for these development programs is expected to come from a combination of sales of product and future financings.

Cash and Financial Condition

Cash and cash equivalents were $17.74 million at September 30, 2015, compared to $10.41 million at December 31, 2014. The increase of $7.33 million was due primarily to cash used in investing activities of $1.57 million, cash from operations of $10.19 million, cash used in financing activities of $1.15 million and loss on foreign exchange on cash held of $0.14 million.

Net cash from investing activities was $1.57 million, which was primarily related the release of cash deposited with regulatory agencies of $5.27 million, the $2.46 million cash acquired in the acquisition of Uranerz combined with expenditures for property, plant and equipment of $4.05 million and exploration, evaluation, permitting and development activities of $5.24 million.

Net cash used in financing activities was $1.15 million and is comprised of the repayment of borrowings in the amount of $0.78 million, interest paid on convertible debentures of $0.74 million combined with $0.19 million of proceeds from the issue of shares for options and warrant exercised and $0.19 million of cash received from a non-controlling interest.

Net cash from operating activities of $10.22 million is comprised of the net loss of $7.07 million for the period adjusted for non-cash items and for changes in operating assets and liabilities. Significant items not involving cash were $5.27 million of depreciation and amortization of property, plant and equipment and intangible assets and a $1.27 million adjustment to the decommissioning liability at the Company’s White Mesa Mill and other mining properties, $4.45 million of other expense related to the acquisition of Uranerz and impairment of assets held for sale of $2.00 million.

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 $2.55 million for the year ended December 31, 2015.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 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.

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 $38,000 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. The parties are currently in the discovery process relating to this litigation.

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. On April 7, 2015, the District Court issued its final ruling on the merits in favor of the Defendants and the Company and against the Plaintiffs on all counts. The Plaintiffs appealed the District Court’s ruling on the merits to the Ninth Circuit Court of Appeals, and filed motions for an injunction pending appeal with the District Court. Those motions for an injunction pending appeal were denied by the District Court on May 26, 2015. Thereafter, Plaintiffs filed urgent motions for an injunction pending appeal with the Ninth Circuit Court of Appeals, which were denied on June 30, 2015. Briefing on the appeal on the merits is ongoing. If the Plaintiffs are successful on their appeal 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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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

Commencing in January 2015, the Company and Uranerz Energy Corporation (“Uranerz”), as well as the former directors of Uranerz, were named as defendants in a number of shareholder class action suits in the District Court of Clark County, Nevada and the District Court of Washoe County, Nevada. These suits generally allege claims for breach of fiduciary duty and related claims regarding the acquisition of Uranerz by the Company (the “Acquisition”). Plaintiffs seek, among other things, rescission of the Acquisition, attorneys’ fees and costs. The Company, Uranerz and its former directors deny all allegations and consider these allegations to be without merit. However, to avoid the substantial burden, expense, risk, inconvenience and distraction of continued litigation, in June 2015, the Company, Uranerz and its former directors entered into a Memorandum of Understanding (“MOU”) with the Clark County Plaintiffs regarding the settlement of this litigation (the Plaintiffs in the Washoe County case then voluntarily dismissed that action without prejudice in October 2015). The MOU outlines the terms of the parties’ agreement in principal to settle and release all claims that were or could have been asserted in the litigation concerning the Acquisition. In consideration for such settlement and release, on June 10, 2015, Uranerz provided certain additional disclosures to those contained in its definitive proxy statement/prospectus relating to the Acquisition. The proposed settlement contemplated in the MOU is conditioned upon, among other things, execution of an appropriate stipulation of settlement and final approval by the Court, which is expected to include an award of Plaintiffs’ attorneys’ fees and expenses as part of the settlement. The Company does not expect that any settlement amount will be material to the Company. Although the Company has no reason to expect that this matter will not be fully settled in accordance with the MOU, there can be no assurance at this time of entering into a stipulation or Court approval of such stipulation.

OFF-BALANCE SHEET ARRANGEMENTS

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

OUTSTANDING SHARE DATA

At November 5, 2015, there were 45,243,224 common shares issued and outstanding, 3,498,223 warrants issued and outstanding to purchase a total of 3,498,223 common shares, and 2,724,217 stock options outstanding to purchase a total of 2,724,217 common shares and 272,866 restricted share units for a total of 51,738,530 common shares on a fully-diluted basis. In addition, at September 30, 2015, there were 22,000 Debentures outstanding, convertible into a total of 1,466,667 common shares.

CONTROLS AND PROCEDURES

Internal controls over financial reporting

The Chief Executive Officer and Chief Financial Officer of the Company are responsible for designing internal controls over financial reporting (ICFR) or causing them to be designed under their supervision in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The control framework that has been used is the COSO (2013) framework. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of ICFR as of September 30, 2015, that the Company’s ICFR provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS (except for ICFR related to Uranerz, as discussed below).

Except as described below related to the acquisition of Uranerz, there were no changes in the Company’s internal controls over financial reporting that occurred during the second quarter of 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Disclosure controls and procedures

Disclosure controls and procedures (DC&P) have been designed to provide reasonable assurance that all relevant information required to be disclosed by the Company is accumulated and communicated to senior management as appropriate to allow timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation of the design of the DC&P as of September 30, 2015, that such disclosure controls and procedures provide reasonable assurance that material information is made known to them by others within the Company and are appropriately designed (except for DC&P related to Uranerz, as discussed below).

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

Acquisition of Uranerz

Effective June 18, 2015, the results of Uranerz’s operations have been included in the consolidated financial statements of the Company. The Company has not had sufficient time to appropriately evaluate the internal controls implemented by Uranerz. The Company has therefore elected to use the exemption available under Canadian National Instrument 52-109 for recently acquired businesses, to limit the scope of the evaluation of DC&P and ICFR to exclude the controls, policies and procedures of Uranerz from the September 30, 2015 certification of internal controls. The Company is in the process of integrating Uranerz’ operations and will be expanding its DC&P and ICFR compliance program to include Uranerz within the next year. The financial information for Uranerz is included in the discussion regarding the acquisition contained in this MD&A and in Note 5 of the unaudited condensed consolidated financial statements for the period ending September 30, 2015. A summary of the financial information for Uranerz, which was included in the consolidated financial statements of the Company at September 30, 2015, is provided below:

		Nine months ended
		September 30,
		2015
		$
Revenue		3,900
Net loss (1)		(4,040	)

		September 30, 2015
Current assets		7,890
Non-current assets		128,286
Total assets		136,176
Current liabilities		(3,579	)
Non-current liabilities		(20,436	)
Total Liabilities		(24,015	)

(1)	Includes $2.58 million related to change in control payments paid to directors and officers of Uranerz.

CORPORATE GOVERNANCE POLICIES

The disclosure required pursuant to Canadian National Instrument 58-101 – Disclosure of Corporate Governance Practices was made by the Company in its Management Information Circular for its Annual and Special Meeting held on June 18, 2015, which was 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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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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, management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, forecasted 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.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

f.

Determination whether an acquisition represents a business combination or asset purchase

Management determines whether an acquisition represents 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

Transition to U.S. GAAP

In 2013, the Company listed its shares on the NYSE MKT, and accordingly registered its securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This registration subjected the Company to ongoing reporting requirements under the Exchange Act. Under the multijurisdictional disclosure system, Canadian issuers that meet the definition of ‘foreign private issuer’ under the rules of the United States Securities and Exchange Commission (the “SEC”) are permitted to use Canadian disclosure documents to largely satisfy their reporting requirements with the SEC. The Company satisfied the requirements for “foreign private issuer” status until June 30, 2015, at which time the acquisition of Uranerz caused the Company to have more than 50% of its outstanding voting securities of record held either directly or indirectly by residents of the United States.

As a result of the Company ceasing to qualify as a ‘foreign private issuer’, the Company will need to comply with the U. S. domestic issuer reporting regime under the Exchange Act effective as of January 1, 2016. As a U.S. domestic issuer, the Company will be required to file an annual report on Form 10-K covering Fiscal 2015. The Company will also, as of January 1, 2016, be required to file quarterly reports on Form 10-Q and current reports on Form 8-K under the Exchange Act and to comply with the SEC proxy rules under Section 14 of the Exchange Act and file an associated proxy statement for its Fiscal 2016 annual general meeting.

U.S. domestic issuers are required to prepare their financial statements that are included in SEC filings in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and report in U.S. dollars. Accordingly, the Company’s annual report on Form 10-K must contain audited annual financial statements prepared in accordance with U.S. GAAP covering the fiscal year (and must recast prior financial statements and selected financial data from IFRS into U.S. GAAP for all periods required to be presented in the financial statements). The Company is currently evaluating the impact on its financial statements of the conversion to U.S. GAAP.

Future IFRS 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:

As a result of the conversion to U.S. GAAP, the following new standards, and amendments to standards and interpretations, will not be effective for the fiscal year ended December 31, 2015, and have not been applied in preparing the Company's third fiscal quarter unaudited condensed consolidated interim financial statements.

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 extent of the impact of adoption of the standard has not yet been determined.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 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 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 extent of the impact of adoption of the amendments has not yet been determined.

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 recognizes the full gain on the loss of control, whereas under the existing guidance on associates and JVs the parent recognizes 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 recognized when the assets transferred meet the definition of a ‘business’ under IFRS 3 Business Combinations. A partial gain/loss is recognized when the assets transferred do not meet the definition of a business, even if these assets are housed in a subsidiary. 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 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:

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.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 September 30, 2015.

(b) Fair values:

As at September 30, 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.

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

		Level 1			Level 2			Level 3			Total
Marketable securities		165			-			-			165
Derivative liability		-			(164	)		-			(164	)
Convertible debentures		(14,454	)		-			-			(14,454	)
	$	(14,289	)	$	(164	)	$	-		$	(14,453	)

(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 September 30, 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 $43.08 million of working capital as at September 30, 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 12 and 16.

The following are the contractual maturities of financial liabilities (undiscounted) outstanding as at September 30, 2015:

(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.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

The following table summarizes, in United States dollar equivalents, the Company’s major foreign currency (Cdn$) exposures as of September 30, 2015:

Cash and cash equivalents	$	602
Accounts payable and accrued liabilities		(940	)
Loans and borrowings		14,454
Total	$	14,115

The table below summarizes a sensitivity analysis for significant unsettled currency risk exposure with respect to the Company’s financial instruments as at September 30, 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
		+1% change in U.S.
Strengthening net earnings		dollar		$	189
		-1% change in U.S.
Weakening net earnings		dollar			($189)

f) Interest rate risk:

The Company is also exposed to an interest rate risk associated with the 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.

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.

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.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 and uranium industry competition and international trade restrictions.

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ENERGY FUELS INC.

Management’s Discussion and Analysis

Three and Nine Months Ended September 30, 2015.

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

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 and Uranerz’ Annual Report on Form 10-K, both 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.

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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 and nine months ended September 30, 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 Registration Statement on Form F-10 (No. 333-194916), as amended, 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                                  
Name: Stephen P. Antony, P.E.
Title: President and Chief Executive
Officer, Energy Fuels Inc.

Date: November 5, 2015

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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 September 30, 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.

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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	Limitation on scope of design: The issuer has disclosed in its interim MD&A

	(a)	the fact that the issuer’s other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
	(b)	summary financial information about the business that the issuer acquired that has been consolidated in the issuer’s financial statements.

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 July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 5, 2015

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

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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 September 30, 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.

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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	Limitation on scope of design: The issuer has disclosed in its interim MD&A

	(a)	the fact that the issuer’s other certifying officer and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of a business that the issuer acquired not more than 365 days before the last day of the period covered by the interim filings; and
	(b)	summary financial information about the business that the issuer acquired that has been consolidated in the issuer’s financial statements.

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 July 1, 2015 and ended on September 30, 2015 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date: November 5, 2015

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

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