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 September, 2015.
Commission File Number 001-36204
ENERGY FUELS INC.
(Translation of registrants 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 registrants home country), or under the
rules of the home country exchange on which the registrants 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 registrants 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.
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.
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ENERGY FUELS INC. |
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/S/ Stephen P. Antony
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Stephen P. Antony |
Date: September 30, 2015 |
President and Chief Executive Officer |
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INDEX TO EXHIBITS
-3-
FORM 51-102F3
MATERIAL CHANGE REPORT
1. |
Name and Address of Company: |
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Energy Fuels Inc. (Energy Fuels or the
Company) 2 Toronto Street, Suite 500 Toronto, Ontario
M5C 2B6 |
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2. |
Date of Material Change: |
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September 29, 2015 |
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3. |
News Release: |
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A news release announcing this material change was issued
on September 29, 2015 through CNW Group Ltd. and a copy was filed on
SEDAR. |
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4. |
Summary of Material Change: |
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See the press release attached as Schedule A. |
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5. |
5.1 - Full Description of Material
Change: |
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Augmentation of Nichols Ranch Production
Capabilities: |
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On September 29, 2015, Energy Fuels announced that it has
commenced construction of the elution circuit at its Nichols Ranch
(Nichols Ranch) in situ recovery (ISR) processing
facility located in Wyomings Powder River Basin. Since Nichols Ranch
began operations in April 2014, loaded resins have been shipped to other
nearby third party-owned facilities for final yellowcake stripping, drying
and packaging. Upon completion of construction of the elution circuit at
Nichols Ranch, Energy Fuels will have entirely self-contained ISR
processing capabilities. |
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When the Nichols Ranch Plant was originally designed and
constructed, it was contemplated that elution equipment would be installed
in the future. As a result, space in the plant was designed to accommodate
the facilities and equipment now being installed. Energy Fuels expects to
spend approximately $3.9 million to complete these plant upgrades. In
comparison to continuing to process through other outside facilities, and
based on expected production at Nichols Ranch, Energy Fuels expects this
capital investment to realize a positive return. |
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Normal Course Issuer Bid for Convertible
Debentures |
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The Company also announced that it intends to conduct a
normal course issuer bid (the NCIB) for the Companys outstanding
floating-rate convertible unsecured subordinated debentures, which mature
on June 30, 2017 (the Debentures). Under the NCIB, the Company
may repurchase up to C$2.2 million of the Debentures, representing 10% of
the public float of the Debentures, over the next 12 months. As of
September 29, 2015, an aggregate of C$22 million principal amount of
Debentures are issued and outstanding. Purchases will be made through the
facilities of the Toronto Stock Exchange (the TSX) and alternative
trading systems in Canada at the prevailing market price of the Debentures. All Debentures
purchased under the NCIB will be canceled. The Company believes that the
repurchase of Debentures would be advantageous to the Company, for the following
reasons: |
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1) |
The Debentures were issued on July 24, 2012 (the
Issue Date) and are currently trading on the TSX at a substantial
discount to both their redemption amount and the amount due on
maturity; |
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2) |
Any repurchases would result in the Company avoiding
future interest costs on the repurchased Debentures; and |
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3) |
Since the Issue Date, the Canadian-US dollar exchange
rate has declined by approximately 25% and substantially all of the
Companys operations are in the U.S. |
The Company will have the ability to
acquire Debentures under the NCIB commencing on October 2, 2015. The NCIB will
terminate on October 1, 2016 or on such earlier date as the Company may complete
its purchases or otherwise terminate the NCIB. Pursuant to TSX policies, daily
purchases made by the Company pursuant to the NCIB will not exceed C$2,023
principal amount of the Debentures, being 25% of the average daily trading
volume of C$8,094 principal amount of the Debentures on the TSX for the past six
months, subject to certain exceptions (including block purchases) prescribed by
the TSX.
To the knowledge of Energy Fuels, no
director, senior officer or insider of Energy Fuels currently intends to sell
any Debentures under the NCIB. However, sales by any such person through the
facilities of the TSX may occur as the personal circumstances of such person
changes or such person makes decisions unrelated to the NCIB. The benefits to
any such person whose Debentures are purchased would be the same as the benefits
available to all other holders whose Debentures are purchased under the NCIB
Prospectus Supplement to Qualify
At-The-Market Offering of Common Shares
The Company also announced that on
September 29, 2015, the Company filed a prospectus supplement
(Supplement) in both Canada and the United States to its Canadian base
shelf prospectus (the Canadian Base Prospectus) and U.S. registration
statement on Form F-10 (the Registration Statement), both of which were
filed on April 9, 2014. Concurrent with the filing of the Supplement, the
Company entered into a Controlled Equity OfferingSM Sales Agreement
with Cantor Fitzgerald & Co. (Cantor), pursuant to which the
Company may, at its discretion from time to time, sell, through Cantor as agent,
up to US$15,640,000 worth of common shares by way of an at-the-market offering
(the ATM). Sales of the shares, if any, would occur by means of
ordinary brokers transactions or block trades, with sales only being made on
the NYSE MKT at market prices. Any decision to undertake sales of common shares
pursuant to the ATM would be at the Companys sole discretion. No common shares
will be offered or sold through the ATM on the TSX.
The current intention is to use the
proceeds, if any, of the ATM to: (i) repurchase any Debentures pursuant to the
NCIB; (ii) fund development at Nichols Ranch (including the plant upgrades
described above); (iii) finance the previously announced development of the
high-grade Canyon conventional uranium mine in Arizona; and (iv) fund the
Companys general corporate needs and working capital requirements. Copies of
the Supplement, the Canadian Base Prospectus, the Registration Statement, and
any other related documents are available for free by visiting the Companys profiles on SEDAR at www.sedar.com or EDGAR www.sec.gov, as applicable. Alternatively, Cantor
can arrange to send interested investors the Supplement and the
Registration Statement by contacting, Cantor Fitzgerald & Co.,
attention: Equity Capital Markets, 110 East 59th Street, New
York, New York 10022, telephone: 212-829-7122, and the Company can arrange
to send interested investors the Supplement and the Canadian Base
Prospectus by contacting the Companys Investor Relations department at
(303) 974-2140.
5.2 |
Disclosure for Restructuring
Transactions |
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Not Applicable. |
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6. |
Reliance on subsection 7.1(2) or (3) National
Instrument 51-102: |
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The report is not being filed on a confidential basis in
reliance on subsection 7.1(2) or (3) of National Instrument
51-102. |
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7. |
Omitted Information: |
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No information has been omitted from this material change
report on the basis that it is confidential information. |
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8. |
Executive Officer: |
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The following executive officer of the Corporation is
knowledgeable about the material change: |
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David Frydenlund, |
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Senior Vice President, General Counsel & Corporate
Secretary |
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(303) 389-4130 |
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9. |
Date of Report: |
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September 29, 2015 |
SCHEDULE A
Energy Fuels Announces Augmentation of Uranium
Production
Capabilities at Nichols Ranch, Establishment
of Normal Course Issuer Bid on
Convertible Debentures,
and Filing of Prospectus Supplement
Lakewood, Colorado September 29, 2015
Energy Fuels Inc. (NYSE MKT:UUUU; TSX:EFR) (Energy Fuels
or the Company) is pleased to provide the following operational and
corporate updates.
Augmentation of Nichols Ranch Production Capabilities:
The Company is pleased to announce that it has commenced
construction of the elution circuit at its Nichols Ranch (Nichols Ranch) in
situ recovery (ISR) processing facility located in Wyomings Powder River
Basin. Since Nichols Ranch began operations in April 2014, loaded resins have
been shipped to other nearby third party-owned facilities for final yellowcake
stripping, drying and packaging. Upon completion of construction of the elution
circuit at Nichols Ranch, the Company will have entirely self-contained ISR
processing capabilities.
When the Nichols Ranch Plant was originally designed and
constructed, it was contemplated that elution equipment would be installed in
the future. As a result, space in the plant was designed to accommodate the
facilities and equipment now being installed. The Company expects to spend
approximately $3.9 million to complete these plant upgrades. In comparison to
continuing to process through other outside facilities, and based on expected
production at Nichols Ranch, the Company expects this capital investment to
realize a positive return.
Normal Course Issuer Bid for Convertible Debentures:
The Company is also pleased to announce that it intends to
conduct a normal course issuer bid (the NCIB) for the Companys outstanding
floating-rate convertible unsecured subordinated debentures, which mature on
June 30, 2017 (the Debentures). Under the NCIB, the Company may repurchase up
to C$2.2 million of the Debentures, representing 10% of the public float of the
Debentures, over the next 12 months. As of September 29, 2015, an aggregate of
C$22 million principal amount of Debentures are issued and outstanding.
Purchases will be made through the facilities of the Toronto Stock Exchange
(TSX) and alternative trading systems in Canada at the prevailing market price
of the Debentures. All Debentures purchased under the NCIB will be canceled. The
Company believes that the repurchase of Debentures would be advantageous to the
Company, for the following reasons:
1) |
The Debentures were issued on July 24, 2012 (the Issue
Date) and are currently trading on the TSX at a substantial discount to
both their redemption amount and the amount due on maturity; |
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2) |
Any repurchases would result in the Company avoiding
future interest costs on the repurchased Debentures;
and |
3) |
Since the Issue Date, the Canadian-US dollar exchange
rate has declined by approximately 25% and substantially all of the
Companys operations are in the U.S. |
The Company will have the ability to acquire Debentures under
the NCIB commencing on October 2, 2015. The NCIB will terminate on October 1,
2016 or on such earlier date as the Company may complete its purchases or
otherwise terminate the NCIB. Pursuant to TSX policies, daily purchases made by
the Company pursuant to the NCIB will not exceed C$2,023 principal amount of the
Debentures, being 25% of the average daily trading volume of C$8,094 principal
amount of the Debentures on the TSX for the past six months, subject to certain
exceptions (including block purchases) prescribed by the TSX.
To the knowledge of Energy Fuels, no director, senior officer
or insider of Energy Fuels currently intends to sell any Debentures under the
NCIB. However, sales by any such person through the facilities of the TSX may
occur as the personal circumstances of such person changes or such person makes
decisions unrelated to the NCIB. The benefits to any such person whose
Debentures are purchased would be the same as the benefits available to all
other holders whose Debentures are purchased under the NCIB
Prospectus Supplement to Qualify At-The-Market Offering of
Common Shares:
The Company is also pleased to announce that on September 29,
2015, the Company filed a prospectus supplement (Supplement) in both Canada
and the United States to its Canadian base shelf prospectus (the Canadian Base
Prospectus) and U.S. registration statement on Form F-10 (the Registration
Statement), both of which were filed on April 9, 2014. Concurrent with the
filing of the Supplement, the Company entered into a Controlled Equity
OfferingSM Sales Agreement with Cantor Fitzgerald & Co.
(Cantor), pursuant to which the Company may, at its discretion from time to
time, sell, through Cantor as agent, up to US$15,640,000 worth of common shares
by way of an at-the-market offering (the ATM). Sales of the shares, if any,
would occur by means of ordinary brokers transactions or block trades, with
sales only being made on the NYSE MKT at market prices. Any decision to
undertake sales of common shares pursuant to the ATM would be at the Companys
sole discretion. No common shares will be offered or sold through the ATM on the
TSX.
The current intention is to use the proceeds, if any, of the
ATM to: (i) repurchase any Debentures pursuant to the NCIB; (ii) fund
development at Nichols Ranch (including the plant upgrades described above);
(iii) finance the previously announced development of the high-grade Canyon
conventional uranium mine in Arizona; and (iv) fund the Companys general
corporate needs and working capital requirements. Copies of the Supplement, the
Canadian Base Prospectus, the Registration Statement, and any other related
documents are available for free by visiting the Companys profiles on SEDAR at
www.sedar.com or EDGAR www.sec.gov, as applicable. Alternatively, Cantor can
arrange to send interested investors the Supplement and the Registration
Statement by contacting, Cantor Fitzgerald & Co., attention: Equity Capital
Markets, 110 East 59th Street, New York, New York 10022, telephone:
212-829-7122, and the Company can arrange to send interested investors the
Supplement and the Canadian Base Prospectus by contacting the Companys Investor
Relations department at (303) 974-2140.
Stephen P. Antony, President and CEO of Energy Fuels stated:
By upgrading the Nichols Ranch Plant, Energy Fuels will have self-sufficient
ISR uranium production, thereby fixing the operating costs associated with these
activities and avoiding future toll processing fee increases and related
uncertainties. In addition, we are proactively managing our balance sheet and
expanding our corporate financing options through the NCIB and ATM, and we believe both
options can lower our cost of capital and increase our financial flexibility. We
believe the NCIB will allow us to repurchase Debentures at a significant
discount to both their redemption value and the amount due at maturity, during a
currently favorable foreign exchange environment. ATMs are employed by a number
of U.S.-listed public companies, including U.S.-listed mining companies, and we
believe the ATM will provide additional flexibility to raise equity financing in
the future, if and when required.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of, common shares
or Debentures in any state or province in which such offer, solicitation or sale
would be unlawful, prior to registration or qualification under the securities
laws of any such state, province, or other jurisdiction.
About Energy Fuels: Energy Fuels is a leading
integrated US-based uranium mining company, supplying U3O8 to major
nuclear utilities. Energy Fuels operates two of Americas key uranium production
centers, the White Mesa Mill in Utah and the Nichols Ranch
Processing Facility in Wyoming. The White Mesa Mill is the only conventional
uranium mill operating in the U.S. today and has a licensed capacity of over 8 million pounds of U3O8
per year. The
Nichols Ranch Processing Facility, acquired in the Companys acquisition of Uranerz Energy Corporation, is an in situ recovery
(ISR) production center with a licensed capacity of 2 million pounds of U3O8 per year.
Energy Fuels also has the largest NI 43-101 compliant uranium
resource portfolio in the U.S. among producers, and uranium mining projects
located in a number of Western U.S. states, including two producing mines, mines
on standby, and mineral properties in various stages of permitting and
development. The Companys common shares are listed on the NYSE MKT under the
trading symbol UUUU, and on the Toronto Stock Exchange under the trading
symbol EFR.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This news release contains certain Forward Looking
Information and Forward Looking Statements within the meaning of applicable
Canadian and United States securities legislation, which may include, but is not
limited to, statements with respect to the future financial or operating
performance of the Company and its projects, including: the ability of the
Company to augment its production capabilities, completion of the elution plant,
returns associated with the plant upgrades, the ability of the Company to
repurchase Debentures under favorable conditions under the NCIB, and the
successful utilization of the ATM. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as plans,
expects does not expect, is expected, is likely, budget scheduled,
estimates, forecasts, intends, anticipates, does not anticipate, or
believes, or variations of such words and phrases, or state that certain
actions, events or results may, could, would, might or will be taken,
occur, be achieved or have the potential to. All statements, other than
statements of historical fact, herein are considered to be forward-looking
statements. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements express or implied by the forward-looking
statements. Factors that could cause actual results to differ materially from
those anticipated in these forward-looking statements include risks associated
with: the ability of the Company to augment its production capabilities,
completion of the elution plant, obtaining the returns associated with the plant
upgrades, the ability of the Company to repurchase Debentures under favorable
conditions under the NCIB, the utilization of the ATM, and the other factors
described under the caption Risk Factors in the Companys Annual Information
Form dated March 18, 2015, which is available for review on SEDAR at
www.sedar.com, in its Form 40-F, which is available for review on EDGAR at www.sec.gov/edgar.shtml and in its
prospectus supplement dated September 29, 2015 which is available for review on
SEDAR and EDGAR. Forward-looking statements contained herein are made as of the
date of this news release, and the Company disclaims, other than as required by
law, any obligation to update any forward-looking statements whether as a result
of new information, results, future events, circumstances, or if managements
estimates or opinions should change, or otherwise. There can be no assurance
that forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Accordingly, the reader is cautioned not to place undue reliance on
forward-looking statements.
The Company assumes no obligation to update the information
in this communication, except as otherwise required by law.
Investor Inquiries:
Energy Fuels Inc.
Curtis Moore
VP Marketing
and Corporate Development
(303) 974-2140 or Toll free: (888) 864-2125
investorinfo@energyfuels.com
www.energyfuels.com
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