Amended Quarterly Report (10-q/a)
June 02 2016 - 1:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period
from to
Commission file number:
001-36204
Energy Fuels Inc.
(Exact
Name of Registrant as Specified in its Charter)
Ontario
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98-1067994
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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225 Union Blvd., Suite 600
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Lakewood, Colorado
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80228
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(Address of Principal Executive Offices)
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(Zip Code)
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(303) 389-4130
(Registrants Telephone Number,
including Area Code)
Indicate by checkmark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No
[ ]
Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
1
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of Accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act (Check one):
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Large Accelerated Filer [
]
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Accelerated Filer [X]
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Non-Accelerated Filer [ ]
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Smaller Reporting Company [
]
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Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act):
Yes [
] No [X]
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practical date: 51,890,415
common shares, without par value, outstanding as of May 5th, 2016.
2
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-Q for the quarter ended March
31, 2016 (the Form 10-Q/A) is being filed for the purpose of submitting
exhibits related to our first XBRL filing within the 30 day grace period
permitted for first-time XBRL submissions.
Except for the item described above, no other changes have been
made to the original Form 10-Q, filed with the United States Securities and
Exchange Commission on May 5, 2016 (the Form 10-Q) and this Form 10-Q/A does
not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update disclosures made in the original Form 10-Q.
ITEM 6. EXHIBITS.
Exhibits
The following exhibits are filed as
part of this report:
Exhibit
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Number
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Description
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2.1
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Agreement and Plan of Merger by
and among Uranerz Energy Corporation, Energy Fuels, Inc. and EFR Nevada
Corp., dated January 4, 2015 (1)
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2.2
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Amendment to the Agreement and Plan of Merger,
dated May 8, 2015 (1)
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2.3
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Membership Interest Purchase
Agreement by and among Energy Fuels Inc., Energy Fuels Holdings Corp.,
Mesteña LLC, Jones Ranch Minerals Unproven, Ltd. And Mesteña Unproven Ltd.
dated March 4, 2016 (2)
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3.1
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Articles of Continuance dated September 2, 2005
(3)
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3.2
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Articles of Amendment dated May
26, 2006 (4)
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3.3
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Bylaws (5)
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4.1
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The Convertible Debenture
Indenture dated July 24, 2012 between Energy Fuels Inc. and BNY Trust
Company of Canada providing for the issuance of debentures (6)
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4.2
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Financing Agreement between Uranerz Energy
Corp. and Johnson County dated November 26, 2013 (7)
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4.3
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Bond Purchase Agreement among
the State of Wyoming, Johnson County and Uranerz Energy Corp. dated
November 12, 2013 (8)
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4.4
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Promissory Note dated November 26, 2013 (9)
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4.5
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Mortgage and Security Agreement
and Assignment between Uranerz Energy Corp. and the Trustee dated November
26, 2013 (10)
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4.6
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Shareholder Rights Plan (11)
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4.7
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Warrant Indenture between
Energy Fuels Inc. and CST Trust Co. providing for the issue of common
share purchase warrants dated March 14, 2016 (12)
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4.8
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First Supplemental Indenture among Energy Fuels
Inc., CST Trust Company and American Stock Transfer & Trust Company,
LLC dated April 14, 2016 (13)
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10.1
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Energy Fuels 2013 Amended and
Restated Stock Option Plan (14)
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10.2
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Energy Fuels Omnibus Compensation Plan (15)
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10.3
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Sales Agreement between Energy
Fuels Inc. and Cantor Fitzgerald & Co. dated September 29, 2015 (16)
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10.4
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Form of Indemnity Agreement between Energy
Fuels and its officers and directors (17)
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10.5
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Employment Agreement between
Energy Fuels Inc. and Stephen P. Antony effective October 1, 2015 (18)
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10.6
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Employment Agreement between Energy Fuels Inc.
and David C. Frydenlund dated March 11, 2016 (19)
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10.7
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Employment Agreement between
Energy Fuels Inc. and W. Paul Goranson dated March 11, 2016 (20)
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10.8
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Employment Agreement between Energy Fuels Inc.
and Harold R. Roberts dated March 11, 2016 (21)
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10.9
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Employment Agreement between
Energy Fuels Inc. and Daniel G. Zang dated March 11, 2016 (22)
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10.10
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Underwriting Agreement dated March 9, 2016 (23)
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10.11*
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Employment Agreement between
Energy Fuels Inc. and Mark S. Chalmers dated April 14, 2016
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31.1*
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Certification of Chief Executive Officer
pursuant to Rule 13a-14(a)) under the Securities Exchange Act of 1934, as
amended
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3
________________________
* previously filed
** filed
herewith
(1)
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Incorporated by reference to Schedule B of Exhibit 99.1
of Energy Fuels Form 6-K filed with the SEC on May 26, 2015.
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(2)
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Incorporated by reference to Exhibit 10.1 of Energy
Fuels Form 8-K filed with the SEC on March 8, 2016.
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(3)
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Incorporated by reference to Exhibit 3.1 of Energy Fuels
Form F-4 filed with the SEC on May 8, 2015.
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(4)
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Incorporated by reference to Exhibit 3.2 of Energy Fuels
Form F-4 filed with the SEC on May 8, 2015.
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(5)
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Incorporated by reference to Exhibit 3.3 of Energy Fuels
Form F-4 filed with the SEC on May 8, 2015.
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(6)
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Incorporated by reference to Exhibit 99.66 to Energy
Fuels registration statement on Form 40-F filed with the SEC on November
15, 2013.
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(7)
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Incorporated by reference to Exhibit 4.1 to the Form 8-K
filed on December 3, 2013 by Uranerz Energy Corporation.
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(8)
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Incorporated by reference to Exhibit 4.2 to the Form 8-K
filed on December 3, 2013 by Uranerz Energy Corporation.
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(9)
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Incorporated by reference to Exhibit 4.3 to the Form 8-K
filed on December 3, 2013 by Uranerz Energy Corporation.
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(10)
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Incorporated by reference to Exhibit 4.4 to the Form 8-K
filed on December 3, 2013 by Uranerz Energy Corporation.
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(11)
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Incorporated by reference to Exhibit 10.9 to Energy
Fuels Form F-4 filed on May 8, 2015.
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(12)
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Incorporated by reference to Exhibit 4.1 to Energy Fuels
Form 8-K filed on March 14, 2016.
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(13)
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Incorporated by reference to Exhibit 4.1 to Energy Fuels
Form 8-K filed on April 20, 2016.
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(14)
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Incorporated by reference from Schedule B of Exhibit
99.84 of Energy Fuels' registration statement on Form 40-F filed with the
SEC on November 15, 2013.
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(15)
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Incorporated by reference to Exhibit 4.1 to Energy Fuels
Form S-8 filed on June 24, 2015.
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(16)
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Incorporated by reference to Exhibit 99.1 to Energy
Fuels Form 6-K filed on September 29, 2015.
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(17)
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Incorporated by reference to Exhibit 10.4 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(18)
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Incorporated by reference to Exhibit 10.5 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(19)
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Incorporated by reference to Exhibit 10.6 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(20)
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Incorporated by reference to Exhibit 10.7 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(21)
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Incorporated by reference to Exhibit 10.8 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(22)
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Incorporated by reference to Exhibit 10.9 of Energy
Fuels Form 10-K filed with the SEC on March 15, 2016
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(23)
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Incorporated by reference to Exhibit 10.1 to Energy
Fuels Form 8-K filed March 10, 2016.
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4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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ENERGY FUELS INC.
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(Registrant)
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Dated: June 2, 2016
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By:
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/s/ Stephen P. Antony
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Stephen P. Antony
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Chief Executive Officer
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Dated: June 2, 2016
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By:
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/s/ Daniel G. Zang
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Daniel G. Zang
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Chief Financial Officer
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5
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