Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
September 15 2016 - 10:30AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Statement No.
333-210782
Issuer Free Writing Prospectus dated September 15, 2016
Relating to Prospectus dated May 5, 2016
TERM SHEET
(amended)
Energy Fuels Inc.
Public Offering of Units
A final base shelf prospectus containing important
information relating to the securities described in this document has been filed
with the securities regulatory authorities in each of the provinces of Canada
(other than Québec). A copy of the final base shelf prospectus, any amendment to
the final base shelf prospectus and any applicable shelf prospectus supplement
that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all
material facts relating to the securities offered. Investors should read the
final base shelf prospectus, any amendment and any applicable shelf prospectus
supplement for disclosure of those facts, especially risk factors relating to
the securities offered, before making an investment decision.
A prospectus supplement to the base prospectus dated May 5,
2016 will also be filed with the Securities and Exchange Commission (SEC) in the
United States and will contain important information relating to the securities
described in this term sheet.
The issuer has filed a registration
statement (including a base prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed and will
file with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting EDGAR on the SEC
website at
www.sec.gov
. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus, as supplemented, if you request it by contacting Cantor
Fitzgerald Canada Corporation, attention: Equity Capital Markets, 181 University
Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: ecmcanada@cantor.com, or Rodman
& Renshaw a unit of H.C. Wainwright & Co., LLC., 430 Park Avenue, New
York, NY 10022, email: placements@hcwco.com.
Issuer:
|
Energy Fuels Inc. (the
Company
)
|
|
|
Issued Securities:
|
7,250,000 Units of the Company (the
Units
and the
offering of such Units, the
Offering
). Each Unit is comprised of
one (1) common share in the capital of the Company (each, a
Common
Share
) and one half (1/2) Common Share purchase warrant (each whole
warrant, a
Warrant
). The Units will separate into Common Shares
and Warrants immediately upon closing of the Offering.
|
|
|
Size of Issue:
|
US $13,050,000 (Approximately Cdn $17,211,645)
|
|
|
Issue Price:
|
US $1.80 per Unit (the
Issue Price
)
|
|
|
Warrants:
|
Each Warrant shall entitle the holder to purchase one
Common Share (each, a
Warrant Share
) at US $2.45 at any time on
or before the date which is 60 months after the Closing Date.
|
- 2 -
Over-Allotment Option:
|
The Underwriters will have an option, exercisable, in
whole or in part, in the sole discretion of the Underwriters (as defined
below), at any time prior to 5:00 p.m. (Toronto time) on the day that is
the 30
th
day following the Closing Date (as defined below), to
purchase up to an additional 1,087,500 Units (or a combination of Units, Common
Shares or Warrants up to such total) at the Issue Price on the same terms
and conditions as set forth herein.
|
|
|
Underwriters:
|
Cantor Fitzgerald Canada Corporation (
CFCC
) and
Rodman & Renshaw a unit of H.C. Wainwright & Co., LLC together
will act as co-lead underwriters and joint bookrunners, on behalf of a
syndicate of underwriters including:
|
|
|
|
CFCC 41.5%
|
|
Rodman & Renshaw a unit of H.C. Wainwright & Co.,
LLC 41.5%
|
|
Haywood Securities Inc. 6.0%
|
|
Raymond James Ltd. 6.0%
|
|
Dundee Securities Ltd. 5.0%
|
|
(collectively, the
Underwriters
)
|
|
|
Form of Underwriting:
|
Bought deal offering by way of a Canadian prospectus
supplement to the Companys base shelf prospectus in Canada, and U.S.
prospectus supplement to the Companys shelf registration statement in the
United States, subject to a mutually acceptable underwriting agreement
containing the industry standard Disaster Out, Litigation Out,
Financial Out and Material Adverse Change Out clauses running until
the Closing Date (as defined below).
|
|
|
Plan of Distribution:
|
The Underwriters may sell Units in each of the Provinces
of Canada other than Québec, or in the case of Cantor Fitzgerald Canada
Corporation, in the United States through its U.S. affiliate, Cantor
Fitzgerald & Co. Rodman & Renshaw, a unit of H.C. Wainwright &
Co., LLC, is not registered as an investment dealer in any Canadian
jurisdiction and, accordingly, will only sell Units into the United States
and will not, directly or indirectly, solicit offers to purchase or sell
the Units in Canada. Subject to applicable law, the Underwriters may offer
to sell the Units outside of Canada and the United States.
|
|
|
Jurisdictions:
|
The United States and all provinces of Canada (except
Québec). The Units may also be offered in those jurisdictions outside of
Canada and the United States as agreed to by the Company and the
Underwriters provided that no prospectus filing or comparable obligation
arises and the Company does not thereafter become subject to continuous
disclosure obligations in such jurisdictions.
|
|
|
Underwriters Fees:
|
The Company shall pay the Underwriters a commission equal
to 6.0% of the gross proceeds of the Offering.
|
|
|
Use of Proceeds:
|
The Company intends to use the net proceeds of the
Offering as follows: (i) to continue to finance the previously announced
shaft sinking and evaluation at the Companys high-grade Canyon mine
project in Arizona; (ii) to continue to fund wellfield construction at the
Companys Nichols Ranch Project in Wyoming; (iii) to continue permitting
of the Companys projects, including Roca Honda and Jane Dough; (iv) to
repay principal on outstanding indebtedness; and (v) for general corporate needs and working
capital requirements.
|
- 3 -
Listing:
|
Prior to the Closing Date, the Company will obtain all
necessary regulatory approvals for the completion of the Offering,
including conditional listing approval of the Toronto Stock Exchange and
listing approval of the NYSE MKT of the listing of the Common Shares
(including the Common Shares comprising the Units and the Warrant Shares
issuable upon exercise of the Warrants). The Warrants will be listed on
TSX at Closing Date and subject to satisfying the NYSE MKT standard
listing requirements, the Company shall use its commercially reasonable
efforts to have the Warrants approved for listing on the NYSE MKT within
90 days from the Closing Date.
|
|
|
Eligibility for Investment:
|
Eligible under the usual Canadian statutes as well as for
RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
|
|
|
Closing Date:
|
On or about September 20, 2016 or such other date as the
Company and the Underwriters mutually agree (the
Closing Date
).
|
An investment in the Units involves a high degree of risk
and must be considered speculative due to the nature of the Companys business
and the present stage of exploration and development of certain of its
properties. Prospective investors should carefully consider the risk factors
described in the base shelf prospectus and prospectus under Risk Factors and
Cautionary Statement Regarding Forward-Looking Statements. Financial
statements incorporated herein by reference have been prepared in accordance
with United States generally accepted accounting principles as issued by the
Financial Accounting Standards Board. Prospective investors should be aware that
the acquisition of the Units described herein may have tax consequences both in
the United States and in Canada. Such consequences for investors who are
resident in, or citizens of, the United States may not be described fully in the
base shelf prospectus or prospectus. Prospective investors should read the tax
discussion contained in the base shelf prospectus under the heading Certain
Canadian Federal Income Tax Considerations and in the prospectus under the
headings Certain Canadian Federal Income Tax Considerations and Certain
United States Federal Income Tax Considerations.
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