Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2016, Energy Fuels Inc. (the “Registrant”)
entered into a warrant indenture (the “Warrant Indenture”) between the
Registrant, CST Trust Company and American Stock Transfer & Trust Company, LLC, as warrant agents. Under the terms of the
Warrant Indenture, each whole common share purchase warrant (each a “Warrant”
and collectively, the “Warrants”) entitles the holder to purchase one share of
the Registrant’s common shares issuable upon the exercise of the Warrant (each a
“Warrant Share” and collectively, the “Warrant Shares”) at a price of $2.45 per
Warrant Share. The Warrants will be exercisable at any time prior to 5:00 p.m.
(Toronto time) on September 20, 2021 (the “Expiry Time”). After the Expiry Time,
the Warrants will expire and become null and void. The exercise price for the
Warrants is payable in United States dollars, however, the Warrants may be
exercisable by cashless exercise if the Warrant Shares are not registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended.
The Warrant Indenture provides for an adjustment in the number
of Warrant Shares issuable upon the exercise of the Warrants and/or the exercise
price per Warrant Share upon the occurrence of certain events, including: (i)
the issuance of the Registrant’s common shares or securities exchangeable for or
convertible into the Registrant’s common shares to all or substantially all of
the holders of the Registrant’s common shares as a stock dividend or other
distribution (other than a distribution of the Registrant’s common shares upon
the exercise of Warrants); (ii) the subdivision, redivision or change of the
Registrant’s common shares into a greater number of shares; (iii) the reduction,
combination or consolidation of the Registrant’s common shares into a lesser
number of shares; (iv) the issuance to all or substantially all of the holders
of the Registrant’s common shares of rights, options or warrants under which
such holders are entitled, during a period expiring not more than 45 days after
the record date for such issuance, to subscribe for or purchase the Registrant’s
common shares, or securities exchangeable for or convertible into the
Registrant’s common shares, at a price per share to the holder (or at an
exchange or conversion price per share) of less than 95% of the current market
price, as defined in the Warrant Indenture, for the Registrant’s common shares
on such record date; and (v) the issuance or distribution to all or
substantially all of the holders of the common shares of shares of any class
other than the Registrant’s common shares, rights, options or warrants to
acquire the Registrant’s common shares or securities exchangeable or convertible
into the Registrant’s common shares, of evidences of indebtedness, or any
property or other assets.
The Warrant Indenture also permits, in certain circumstances,
Warrant holders to participate in a rights offering or participate in a special
distribution to the same extent that such Warrant holder would have participated
therein if the Warrant holder had held the number of Warrant Shares acquirable
upon complete exercise of the Warrant holder’s Warrants then held.
The Warrant Indenture also provides that the Registrant will
use its commercially reasonable efforts to maintain the registration statement
or another registration statement relating to the Warrant Shares following the
closing date (provided, however, that nothing shall prevent the Registrant’s
amalgamation, arrangement, merger or sale, including any take-over bid, and any
associated delisting or deregistration or ceasing to be a reporting issuer,
provided that, so long as the Warrants are still outstanding and represent a
right to acquire securities of the acquiring company, the acquiring company
shall assume the Registrant’s obligations under the Warrant Indenture).
The foregoing summary of certain provisions of the Warrant
Indenture is qualified in its entirety by reference to the Warrant Indenture, a
copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.